Exhibit 10.1

AppHarvest, Inc.

Non-Employee Director Compensation Policy

Adopted: March 23, 2021

Each member of the Board of Directors (the “Board”) of AppHarvest, Inc. (the “Company”) who is not an employee of the Company (each, a “Non-Employee Director”) will receive the compensation described in this Non-Employee Director Compensation Policy (this “Director Compensation Policy”) for his or her Board service, subject to the terms and conditions set forth herein.

This Director Compensation Policy may be amended or modified, or any provision of it waived, at any time in the sole discretion of the Board or the Compensation Committee of the Board (the “Compensation Committee”).

Annual Cash Compensation

This Director Compensation Policy will be effective as of the date of its adoption, as set forth above (the “Effective Date”). The annual cash compensation amounts will be payable in equal quarterly installments in arrears following the end of each fiscal quarter in which the service occurs, prorated for any partial months of service, with the first payment being retroactive to January 29, 2021.

Commencing on the Effective Date, each Non-Employee Director will be eligible to receive the following annual cash retainers for service on the Board (as applicable):

(a)            All Eligible Directors: $75,000

(b)            Non-Executive Chair: $50,000 (in addition to regular Annual Board Service Retainer)

Equity Compensation

Commencing on the Effective Date, each eligible Non-Employee Director will be eligible to receive the equity compensation set forth below. Equity awards will be granted under the Company’s 2021 Equity Incentive Plan (the “Plan”).

(a)            Automatic Equity Grants. Without any further action of the Board or Compensation Committee, at the close of business on the date of each Annual Meeting of the Company’s Stockholders following the Effective Date (the “Annual Meeting”), each person who is then a Non-Employee Director, will automatically receive a restricted stock unit (“RSU”) award having a value of $100,000 (the “Annual RSU”). Each Annual RSU will vest on the date of the following year’s Annual Meeting (or the date immediately preceding the date of the following year’s Annual Meeting if the Non-Employee Director’s service as a director ends at such meeting as a result of the director’s failure to be re-elected or the director not standing for re-election).

(b)            Vesting; Change of Control. The vesting of each Annual RSU is subject to the Non-Employee Director’s Continuous Service (as defined in the Plan) on the applicable vesting date of each such award. Notwithstanding the foregoing, for each Non-Employee Director who remains in Continuous Service with the Company until immediately prior to the closing of a Change in Control (as defined in the Plan), such Non-Employee Director’s then-outstanding Annual RSU will become fully vested immediately prior to the closing of such Change in Control. The grants will be eligible for deferred settlement in accordance with such deferral program as may be established by the Company and approved by the Board.

(c)            Calculation of Value of an RSU Award. The value of an RSU award to be granted under this Director Compensation Policy will be determined based on the unweighted average closing price of a share of the Company’s Common Stock over the thirty (30) consecutive trading day period immediately preceding the date that is five (5) trading days prior to the date of grant of such award.

(d)            Remaining Terms. The remaining terms and conditions of each RSU award, including transferability, will be as set forth in the Company’s Restricted Stock Unit Award Notice and Agreement, in the form adopted from time to time by the Board or Compensation Committee.

Non-Employee Director Compensation Limit

Notwithstanding anything herein to the contrary, the cash compensation and equity compensation that each Non-Employee Director is eligible to receive under this Director Compensation Policy shall be subject to the limits set forth in the Plan.

Ability to Decline Compensation

A Non-Employee Director may decline all or any portion of his or her compensation under this Director Compensation Policy by giving notice to the Company prior to the date cash is to be paid or equity awards are to be granted, as the case may be.

Expenses

The Company will reimburse each Non-Employee Director for any ordinary and reasonable out-of-pocket expenses actually incurred by such director in connection with in-person attendance at and participation in Board and committee meetings; provided, that such director timely submits to the Company appropriate documentation substantiating such expenses in accordance with the Company’s travel and expense policy as in effect from time to time.

*          *          *          *          *

Exhibit 10.2

AppHarvest, Inc.

Employee Cash Incentive Plan

Plan Purpose

The AppHarvest, Inc. (the “Company” or “AppHarvest”) Employee Cash Incentive Plan (the “Plan”) has been established to help align participating AppHarvest employees’ goals and efforts with the Company’s goals and direction. Through the Plan, a portion of an eligible employee’s total cash compensation opportunity will be directly linked to the annual Company-wide performance. This gives eligible employees a clear and direct stake in the Company’s overall success. Subject to the terms of the Plan, achieving these goals will result in a cash incentive payment that rewards employees for their contributions toward the Company’s objectives.

In summary, this Plan is intended to:

Eligibility and Participation

Eligible employees are all exempt employees who are customarily employed for at least 30 hours per work week and who have a start date prior to October 1 of the Performance Period (as defined below). Employee are required to have been employed during the Performance Period, to not be participants in another AppHarvest incentive program (e.g., the Piece-Rate Plan), and to be employed in Good Standing as of the date of payment of any incentive (“Eligible Employee”). Eligibility under the Plan may be affected by employment status as provided in more detail in the Employment Status Effect on Award section herein. “Good Standing” for purposes of the Plan shall mean that the employee is not on a performance improvement plan or under any other types of disciplinary action.

Except with respect to executive officers, the Committee (as defined below) may delegate the eligibility provisions of the Plan to the CEO at any time, whose decision will be final.

Authority and Administration

The Plan will be administered under the authority and subject to the approval of the Compensation Committee of the Board of Directors (the “Committee”). The Committee will approve the total amount to be paid under the Plan for each Performance Period and the specific amounts to be paid to the CEO and other executive officers.

The Chief Operating Officer is responsible for the preparation and coordination of all pertinent performance and award information required for Plan administration.

The Company reserves the right to modify, amend, cancel, or repeal the plan at any time.

Performance Period

The Performance Period is one year, directly coinciding with AppHarvest fiscal year.

Individual Incentive Targets

Each Eligible Employee will be assigned an individual incentive target. This target will be established considering job level, job role, job function, competitive benchmarks, as well as accomplishment within the employee’s job level. The Individual Inventive Target may be adjusted at the sole discretion of the Company due to company, job, performance, or market changes. Incentive Targets will be expressed as a percent of base salary.

Company-Wide Performance

The Committee shall approve the targeted Net Revenue, Adjusted EBITDA and Improvement Percentage in B-Corp Score that will be used as the metric for Company-wide Performance. The specific threshold and maximum for each will be performance values that will also be approved by the Committee. For purposes of the Company’s executive officers, amounts paid hereunder will be deemed to be cash-based performance awards for purposes of the Company’s 2021 Equity Incentive Plan (the “2021 Plan”).

A Payout Leverage Scale will be developed based on the set threshold, target and maximum Net Revenue, Adjusted EBITDA and Improvement Percentage in B-Corp Score. The Scale will have specific achievement levels assigned to each Net Revenue, Adjusted EBITDA and Improvement Percentage in B-Corp Score value, with the target value measuring 100% achievement. The minimum value to be achieved by the company will receive a 50% achievement factor (threshold) and the maximum value to be achieved will receive up to a 200% achievement factor.

At the end of the Performance Period, the level of Company-wide achievement will be determined by comparing the actual Net Revenue, actual Adjusted EBITDA and actual B-Corp Score to the established Net Revenue Target, Adjusted EBITDA Target and Improvement Percentage in the B-Corp Score target. The achievement factor assigned to the actual Net Revenue, actual Adjusted EBITDA and actual Improvement Percentage in B-Corp Score performance represents the Company-wide Achievement Factor. An achievement below the threshold will result in a 0% Company-wide Achievement Factor and an achievement above the maximum will result in up to a 200% Company- wide Achievement Factor. Within the range, achievement must meet or exceed the metric in order to qualify for the designated Payout.

Calculation of Actual Incentive Payout

The Actual Incentive Payout for each Eligible Employee is calculated by multiplying the Individual Incentive Target by the Individual Base Salary (“Target Incentive Amount”). The Target Incentive Amount is then multiplied by the Company-wide Achievement Factor (“Actual Incentive Payout”). If the Achievement Factor is 0% (threshold not met), there will be no Actual Incentive Payout. Any Actual Incentive Payout amount may be modified by the Committee or (other than with respect to executive officers) management, in their sole discretion, to reflect performance or other issues of Eligible Employees that they believe should be reflected in the Actual Incentive Payout.

Timing

Employees will be notified of their goals within the first quarter of a new Performance Period.

Finance will publish quarterly reports on the status of accomplishment of goals under the Plan versus objectives. However, due to the sensitivity of data certain measurements may not be published. The target payment date for Actual Incentive Payouts is expected to be within approximately 90 days of the end of a Performance Period (“Payment Date”). In no event shall Annual Incentive Payouts be paid later than March 31 of the year following the Performance Period.

Award Determination and Payout

For purposes of the Plan, base pay will be defined as actual base salary paid for the period employed during the Performance Period (exclusive of any other compensation, such as overtime, premium pay, stock compensation, relocation payments, or any other bonus payment or incentive award).

Incentive Targets

All modifications to individual participation levels and performance criteria are only valid with written approval of the COO and the CEO (or, in the case of executive officers, the Committee).

Transfer or Promotion to Different Incentive Level

If an Eligible Employee transfers from one unit to another or is assigned to a different job role during the Performance Period (or becomes eligible in the Plan during a Performance Period), the incentive target will be determined on a pro-rata basis, based on the number of months assigned to each unit. Partial months will be credited on a pro-rata basis. The Eligible Employee will be informed of a change in status at the time the change is made.

Relationship to Other Benefits

Payments under this Plan may be treated as earnings for purposes of the AppHarvest 401(k) within the provisions of the plan but will not be taken into account in determining life insurance and disability benefits.

Employment Status Effect on Award

If all other qualifications are met, the following changes in employment status during the year may affect eligibility.

No payment will be awarded to employees who are not in Good Standing, who voluntarily resign or are terminated for Cause as of the last day of the Performance Period. For purposes of this Plan, a termination for “Cause” shall mean a termination due to the employee’s failure to satisfactorily perform his or her duties in the opinion of management; the employee’s violation of Company policies, procedures or rules; the employee’s breach of his/her confidentiality or proprietary rights agreement, or the employee’s conviction of any crime that harms the Company’s image, in each case as determined in good faith by the employee’s manager or the Board of Directors of the Company.

Beneficiary

An Eligible Employee may name a beneficiary to receive any Actual Incentive Payout earned up to the time of death. If such designation is not made, the beneficiary named for the regular employee benefit plans will be considered the named beneficiary.

Taxes

All amounts paid under the Plan shall be subject to applicable withholdings and deductions. The provisions of the Plan will be interpreted such that the payments hereunder are exempt from (or if not exempt from, compliant with) Section 409A of the Internal Revenue Code.

Amendment or Termination of Plan

The Board shall have the right to amend, modify or terminate the Plan at any time without notice.

Severability

If any provision of this Plan shall be declared illegal or invalid for any reason, said illegality or invalidity shall not affect the remaining provisions of this Plan but shall be fully severable, and this Plan shall be construed and enforced as if said illegal or invalid provision had never been inserted herein.

Construction

The section headings are included only for convenience of reference and are not to be taken as limiting or extending the meaning of any of the terms and provisions of this Plan. Whenever appropriate, words used in the singular shall include the plural, or the plural may be read as the singular. When used herein, the masculine gender includes the feminine gender.

No Right to Continued Employment

Nothing in this Plan shall be construed to give any person the right to remain in the employ of the Company. The Company reserves the right to terminate the employment of any person at any time and for any reason.

Governing Law

The Plan shall be governed by, and construed and interpreted in accordance with, the laws of the State of Kentucky without regard to the conflict of law provisions thereof.