Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.





Boone Amendment

On December 30, 2020, Nesco Holdings, Inc. (the "Company") and Joshua A. Boone, the Company's Chief Financial Officer, entered into an amendment (the "Amendment") to the existing Employment Agreement (the "Original Employment Agreement") and the existing Restricted Stock Unit Grant Notice and Restricted Stock Unit Agreement (the "Original RSU Agreement") between the Company and Mr. Boone, dated as of May 15, 2020 and June 15, 2020, respectively. The Amendment revises the vesting conditions of the restricted stock units ("RSUs") granted to Mr. Boone pursuant to the Original RSU Agreement if Mr. Boone's employment is terminated by the Company without cause or if Mr. Boone resigns for good reason (as such terms are defined in the Original Employment Agreement) within twelve months following a change in control (as defined in the Company's Amended and Restated 2019 Omnibus Incentive Plan (the "Plan")) (a "Qualifying Termination").

In the event of a Qualifying Termination, Mr. Boone's RSUs will remain outstanding and eligible to vest for two years, with one half of the RSUs vesting if the Company's ten day average closing stock price equals or exceeds $6.00 per share and one half of the RSUs vesting if the Company's ten day average closing stock price equals or exceeds $8.00 per share. If Mr. Boone is terminated without cause or resigns for good reason not in connection with a change in control, his RSUs will remain outstanding and eligible to vest for one year, with one half of the RSUs vesting if the Company's ten day average closing stock price equals or exceeds $6.00 per share and one half of the RSUs vesting if the Company's ten day average closing stock price equals or exceeds $10.00 per share.

The foregoing description of the Amendment is qualified in its entirety by reference to the full text of the Amendment, which is attached to this Current Report on form 8-K as Exhibit 10.1 and is incorporated herein by reference.

Amendment to Post-Termination Exercise Period

On December 28, 2020, the Compensation Committee of the Board of Directors of the Company extended the post-termination exercise period for all options to purchase shares of the Company's common stock that are currently outstanding and held by current employees of the Company from three months to two years following an optionholder's termination of service by the Company without "Cause" or by the optionholder for "Good Reason", in each case within twelve months following a "Change in Control" (if and as each term is defined in the Plan, an option agreement or an employment agreement between the Company and the holder).





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Exhibit
  No.     Description
 10.1       Amendment to Employment Agreement and RSU Agreement
          Cover Page Interactive Data File (the cover page XBRL tags are embedded
  104     within the Inline XBRL document)




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