Exhibit 10.1

AMENDED AND RESTATED

EMPLOYMENT AGREEMENT

This Amended and Restated EMPLOYMENT AGREEMENT (this "Agreement") is effective as of the 1st day of January 2021, by and between Beam Global, a Nevada corporation (the "Company"), and Desmond Wheatley, an individual ("Employee"), and is made with respect to the following facts:

R E C I T A L S

A.       The Company and the Employee entered into entered into that certain employment agreement effective as of January 1, 2016 and as amended on July 24, 2018 (the “Original Employment Agreement”).

B.       The Original Employment Agreement terminates as of December 31, 2020 and the parties desire to enter into this Amended and Restated Employment Agreement to provide Employee with appropriate compensation arrangements and to assure Employee of employment stability.

C.       The parties have entered into this Agreement for the purpose of setting forth the terms of employment of the Employee by the Company.

NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, THE PARTIES HERETO AGREE AS FOLLOWS:

1.       Employment of Employee and Duties. The Employee shall continue as the President and Chief Executive Officer and Corporate Secretary of the Company with all of the duties, privileges and authorities usually attendant upon such offices, including but not limited to responsibility for the day-to-day management of the Company’s operations. Subject to (a) the general supervision of the Board of Directors, and (b) the Employee's duty to report to the Board of Directors periodically, as specified by them from time-to-time, Employee shall have all of the authority to perform his employment duties for the Company. During the term of this Agreement, Employee shall also be a member of the Company’s Board of Directors and Chairman of the Board so long as the appropriate and sufficient votes from the Company’s Board of Directors and shareholders support the Employee’s Board membership and chairmanship.

2.       Time and Effort. Employee agrees to devote his full working time and attention to the management of the Company's business affairs, the implementation of its strategic plan, as determined by the Board of Directors, and the fulfillment of his duties and responsibilities as the Company's President and Chief Executive Officer and Corporate Secretary. Expenditure of a reasonable amount of time for personal matters and business and charitable activities shall not be deemed to be a breach of this Agreement, provided that those activities do not materially interfere with the services required to be rendered to the Company under this Agreement.

3.       The Company's Authority. Employee agrees to comply with the Company's rules and regulations as adopted by the Company's Board of Directors regarding performance of his duties, and to carry out and perform those orders, directions and policies established by the Company with respect to his engagement. Employee shall promptly notify the Company's Board of Directors of any objection he has to the Board's directives and the reasons for such objection.

4.       Noncompetition by Employee. During the term of this Agreement, the Employee shall not, directly or indirectly, either as an employee, employer, consultant, agent, principal, partner, stockholder (in a private company), corporate officer, director, or in any other individual or representative capacity, engage or participate in any business that is in direct competition with the business of the Company or its affiliates.

5.       Term of Agreement. This Agreement shall continue until December 31, 2025, unless sooner terminated as provided in Section 15 of this Agreement.

6.       Confidential Information: Nondisclosure Covenant.

6.1.       Confidential Information. As used herein the term “Confidential Information” shall mean all customer and contract lists, records, financial data, trade secrets, business and marketing plans and studies, manuals for employee and personnel policies, manufacturing and/or production manuals, computer programs and software, strategic plans, formulas, manufacturing and production processes and techniques (including without limitation types of machinery and equipment used together with improvements and modifications thereon), tools, applications for patents, designs, models, patterns, drawings, tracings, sketches, blueprints, and all other similar information developed and/or used by the Company in the course of its business and which is not known by or readily available to the general public.

6.2       Nondisclosure Covenant. Employee acknowledges that, in the course of performing services for and on behalf of the Company, Employee has had and will continue to have access to Confidential Information. Employee hereby covenants and agrees to maintain in strictest confidence all Confidential Information in trust for the Company, its successors and assigns, and to disclose such information only on a “need-to-know” basis in furtherance and for the benefit of the Company’s business. During the period of Employee’s employment with the Company and at any and all times following Employee’s termination of employment for any reason, including without limitation Employee’s voluntary resignation or involuntary termination with or without cause, Employee agrees to not misappropriate, utilize for any purpose other than for the direct benefit of the Company, or disclose or make available to anyone outside the Company’s organization, any Confidential Information or anything relating thereof without the prior written consent of the Company, which consent may be withheld by the Company for any reason or no reason at all.

6.3       Return of Property. Upon Employee’s termination of his employment with the Company for any reason, including without limitation Employee’s voluntary resignation or involuntary termination with or without cause, Employee hereby agrees to promptly return to the Company’s possession all copies of any writings, computer discs or equipment, drawings or any other information relating to Confidential Information which are in Employee’s possession or control. Employee further agrees that, upon the request of the Company at any time during Employee’s period of employment with the Company, Employee shall promptly return to the Company all such copies of writings, computer discs or equipment, drawings or any other information relating to Confidential Information which are in Employee’s possession or control.

6.4       Rights to Inventions and Trade Secrets. Employee hereby assigns to the Company all right, title and interest in and to any ideas, inventions, original works or authorship, developments, improvements, or trade secrets which Employee solely or jointly has conceived or reduced to practice, or will conceive or reduce to practice, or cause to be conceived or reduced to practice during his employment with the Company. All original works of authorship which are made by Employee (solely or jointly with others) within the scope of Employee’s services hereunder and which are protectable by copyright are “works made for hire,” as that term is defined in the United States Copyright Act.

7.       Noninterference and Nonsolicitation Covenants. In further reflection of the Company’s important interests in its proprietary information and its trade, customer, vendor and employee relationships, Employee agrees that, during the 12 month period following the termination of Employee’s employment with the Company for any reason, including without limitation Employee’s voluntary resignation or involuntary termination for cause, Employee will not directly or indirectly, for or on behalf of any person, firm, corporation or other entity, (a) interfere with any contractual or other business relationships that the Company has with any of its customers, clients, service providers or materials suppliers as of the date of Employee’s termination of employment, or (b) solicit or induce any employee of the Company to terminate his/her employment relationship with the Company.

8.       Compensation. During the term of this Agreement, the Company shall pay the following compensation to Employee:

8.1       Annual Compensation.  Subject to periodic changes made upon the recommendation of the Compensation Committee of the Company’s Board of Directors and approval of the Company’s Board of Directors, Employee shall be paid a fixed salary of not less than $300,000 per annum, which will be paid in accordance with the Company payroll policies.

8.2       Additional Compensation. In addition to the compensation set forth in Section 8.1 of this Agreement, Employee is eligible for a quarterly and/or annual bonus based upon criteria which will be set by the Board of Directors (the “Bonus Potential”). Employee’s total bonus will be based on the Board of Directors' evaluation of the Employee's definable efforts, accomplishments and similar contributions. The bonus will also be based on a consideration of increases in shareholder value, efforts made by the Employee to effect mergers or acquisitions for the Company, if applicable, and other positive results for shareholders based on efforts by the Employee. The Employee's individual performance goals will be duly adopted by the Board of Directors at least annually and no later than the last business day of the first calendar quarter of any given year. In the absence of a written indication of the Employee’s Bonus Potential by resolution duly adopted by the Company’s Board of Directors, “Bonus Potential” for the purpose of this Agreement will mean 100% of Annual Compensation per annum, pro-rated for partial years. An indication of Bonus Potential for a fiscal year will be deemed to cover all fiscal quarters within such fiscal year. Any quarterly bonus due for a particular fiscal quarter will be paid within fifteen (15) days following the end of each such Company fiscal quarter. Any annual bonus earned will be paid within thirty (30) days) following the filing of the Company’s Form 10k for the fiscal year for which the annual bonus was earned. The Employee must be an active employee of the Company at the end of each fiscal quarter during the period for which the quarterly bonus is earned to receive bonuses. Annual bonuses will be deemed earned by the Employee on the 31^st day of December of the year for which the bonus is earned and will be paid to the Employee in accordance with this section 8.2 of the Agreement regardless of the Employees employment status with the Company.

8.3        Stock Incentives. On April 1, 2021, the Company will grant to the Employee that number of shares of stock equal to $112,500 divided by the closing price of the Company’s common stock as quoted on Nasdaq. Fifty percent of the shares of stock will vest in three (3) equal quarterly installments at the end of each calendar quarter following the grant date. The remaining fifty percent of the stock will vest in eleven equal amounts at the end of each calendar quarter following the grant date. On the first business day of each calendar year during the term of this Agreement commencing on January 1, 2022, the Company will grant to the Employee that number of shares of stock equal to $150,000 divided by the closing per share trading price on the grant date quoted on Nasdaq. Fifty percent of the shares of stock will vest in four (4) equal quarterly installments at the end of each calendar quarter following the grant date. The remaining fifty percent of the stock will vest in twelve equal amounts at the end of each calendar quarter following the grant date.

Upon recommendation of the Compensation Committee of the Company’s Board of Directors and approval of the Company’s full Board of Directors, the Employee may be granted additional stock or stock options to purchase additional stock of the Company, depending on the achievement of Company operating milestones such as annual gross revenue and EBIDTA, or time served as an employee, to be established by the Board of Directors of the Company.

9.       Fringe Benefits. Employee shall be entitled to all fringe benefits that the Company or its subsidiaries may make available from time-to-time for persons with comparable positions and responsibilities. Without limitation, such benefits shall include participation in any life and disability insurance programs, profit incentive plans, pension or retirement plans, and bonus plans as are maintained or adopted from time-to-time by the Company. The Company shall also provide Employee with any medical and dental group insurance coverage or equivalent coverage for Employee and his dependents as are maintained or adopted from time-to-time by the Company. The medical and dental insurance coverage shall begin at such time as the Company adopts such plans and shall continue throughout the term of this Agreement.

10.       Office and Staff. In order to enable Employee to discharge his obligations and duties pursuant to this Agreement, the Company agrees that it shall provide suitable office space for Employee in San Diego, California, or such other location as is mutually agreed by the Employee and the Board of Directors, together with all necessary and appropriate supporting staff and secretarial assistance, equipment, stationary, books and supplies as the Company can reasonably make available as it evolves. Employee agrees that the office space and supporting staff presently in place is suitable for the purposes of this Agreement.

11.       Reimbursement of Expenses. The Company shall reimburse Employee for all reasonable travel, mobile telephone, promotional and entertainment expenses incurred in connection with the performance of Employee's duties hereunder, subject to Section 12 of this Agreement with respect to automobile expenses. Employee's reimbursable expenses shall be paid promptly by the Company upon presentment by Employee of an itemized list of invoices describing such expenses. All compensation provided in Sections 8, 9, 11 and 12 of this Agreement shall be subject to customary withholding tax and other employment taxes, to the extent required by law.

12.       Automobile. Notwithstanding anything else herein to the contrary, the Company shall pay to the Employee a fixed amount equal to the standard published governmental mileage rate per mile for each mile driven for Company business during the term of this Agreement as reimbursement to the Employee for all expenses incurred by the Employee for the use of his automobile for Company business purposes, including but not limited to depreciation, repairs, maintenance, gasoline and insurance. After the expiration of the first year of the term of this Agreement, the Company’s Board of Directors will review and may in its discretion determine to increase the Employee’s automobile allowance or authorize the Company to lease an automobile for the Employee. Employee shall not be entitled to any other reimbursement for the use of his automobile for business purposes.

13.       Vacation. Employee shall be entitled to six weeks of paid vacation per year or pro rata portion of each year of service by Employee under this Agreement, not to be taken consecutively without the prior approval of the Company’s Board of Directors, which will not be unreasonably withheld. The Employee shall be entitled to the holidays provided in the Company's established corporate policy for employees with comparable duties and responsibilities. Vacation will be earned and accrued on a prorated basis throughout a given employment year.

14.       Rights In And To Inventions And Patents.

14.1       Description of Parties' Rights. The Employee agrees that with respect to any inventions made by him or the Company during the term of this Agreement, solely or jointly with others, (i) which are made with the Company's equipment, supplies, facilities, trade secrets or time, or (ii) which relate to the business of the Company or the Company's actual or demonstrably anticipated research or development, or (iii) which result from any work performed by the Employee for the Company, such inventions shall belong to the Company. The Employee also agrees that the Company shall have the right to keep such inventions as trade secrets, if the Company chooses.

14.2       Disclosure Requirements. For purposes of this Agreement, an invention is deemed to have been made during the term of this Agreement if, during such period, the invention was conceived or first actually reduced to practice. In order to permit the Company to claim rights to which it may be entitled, the Employee agrees to disclose to the Company in confidence the nature of all patent applications filed by the Employee during the term of this Agreement.

15.       Termination. This Agreement may be terminated in the following manner and not otherwise:

15.1       Mutual Agreement. This Agreement may be terminated by the mutual written agreement of the Company and Employee to terminate.

15.2       Termination by Employee for Breach. Employee may at his option and in his sole discretion terminate this Agreement for the material breach by the Company of the terms of this Agreement if the Company has not cured the breach within 30 days of receipt of written notice of the breach from the Employee. In the event of such termination, Employee shall give the Company 30 day’s prior written notice.

15.3       Termination by the Company for Breach. The Company may at its option terminate this Agreement in the event that the Employee breaches this Agreement, is convicted of committing a felony under federal, state or local law, commits gross negligence in the performance of his duties under this Agreement, or breaches his fiduciary duty to the Company, to the Board of Directors or to the Company’s shareholders; provided, however, that the Company shall give the Employee written notice of specific instances for the basis of any termination of this Agreement by the Company pursuant to Section 15.3 of this Agreement. Employee shall have a period of 10 days after said notice in which to cease the alleged violations before the Company may terminate this Agreement. If Employee ceases to commit the alleged violations within said 10 day period, the Company may not terminate this Agreement pursuant to this Section. If Employee continues to commit the alleged violations after said 10-day period, the Company may terminate this Agreement immediately upon written notification to Employee.

15.4       Termination Upon Death. This Agreement shall terminate upon the death of the Employee.

15.5       Termination Upon the Disability of the Employee. This Agreement shall terminate upon the disability of the Employee. As used in the previous sentence, the term "disability" shall mean the complete disability to discharge Employee's duties and responsibilities for a continuous period of not less than six months during any calendar year. Any physical or mental disability which does not prevent Employee from discharging his duties and responsibilities in accordance with usual standards of conduct as determined by the Company in its reasonable opinion shall not constitute a disability under this Agreement.

15.6       Termination As A Result of A Change in Control of the Company. In the event of a Change in Control (as defined below) of the Company, if the Employee, negotiating in good faith, is unable to come to an agreement with the surviving Company regarding an employment agreement, then the Employee may terminate this Agreement.

“Change in Control" means the occurrence of any of the following events:

(1)       The consummation of a merger or consolidation of the Company with or into another entity or any other corporate reorganization, if more than 50% of the combined voting power of the continuing or surviving entity's securities outstanding immediately after such merger, consolidation or other reorganization is not owned by persons who were stockholders of the Company immediately prior to such merger, consolidation or other reorganization, in substantially the same relative proportions as their ownership of the combined voting power of the Company immediately prior to such merger, consolidation or other reorganization;

(2)       There is consummated a sale, lease, exclusive license or other disposition of all or substantially all of the assets of the Company, other than a sale, lease, license or other disposition of all or substantially all of the consolidated assets of the Company to an entity, more than 50% of the combined voting power of the voting securities of which are owned by stockholders of the Company in substantially the same proportions as their ownership of the outstanding voting securities of the Company immediately prior to such sale, lease, license or other disposition;

(3)       When a majority of the incumbent directors on the Board are replaced by new directors within any 18 month period; provided, however, that each director (i) whose election has been approved by a vote of at least a majority of the directors who were either incumbent directors at the beginning of the period or elected or nominated in accordance with clause (i) or (ii) of this Section during such period or (ii) whose nomination for election by the Company's stockholders has been approved by a committee of the Board, a majority of whose members are directors who were either incumbent directors at the beginning of the period or elected or nominated in accordance with clause (i) or (ii) of this Section during such period shall be deemed to be an "incumbent director" and not a "new director" for purposes of this Section; or

(4)       Any "person" that (as such term is used in sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended) by the acquisition or aggregation of securities is or becomes the beneficial owner, directly or indirectly, of securities of the Company representing 50% or more of the combined voting power of the Company's then outstanding securities ordinarily (and apart from rights accruing under special circumstances) having the right to vote at elections of directors (the "Base Capital Stock"); except that any change in the relative beneficial ownership of the Company's securities by any person resulting solely from a reduction in the aggregate number of outstanding shares of Base Capital Stock, and any decrease thereafter in such person's ownership of securities, shall be disregarded until such person increases in any manner, directly or indirectly, such person's beneficial ownership of any securities of the Company.

15.7       Other Termination by Employee. If this Agreement is terminated by Employee in writing for a reason other than the Company’s breach of this Agreement (i.e. voluntary resignation) then (a) Employer shall not be entitled to assert any claim against the Employee for consequential or indirect damages or for lost profits as a result of the termination; and (b) Employee shall not be entitled to any rights set forth in Section 16 of this Agreement except that Employee shall be entitled to the right to exercise vested restricted stock or stock options, if any, for a period of 90 days after the date of the written notification of termination by the Employee.

16.       Termination Without Cause. If this Agreement is terminated by Employee for any reason pursuant to Section 15.2 or 15.6 of this Agreement or by the Company in any manner except specifically in accordance with Section 15.1, 15.3, 15.4 or 15.5 of this Agreement, then (i) the Company shall immediately pay to the Employee a lump sum payment in cash equal to four (4) times the Employee’s then Annual Compensation, or in the event of a termination as a result of a Change in Control of the Company, the Company shall also immediately pay to Employee a lump sum payment in cash equal to four (4) times the Employee's then Annual Compensation, in either case as full accord and satisfaction of all amounts then owed by the Company to the Employee under Section 8.1 and 8.2 of this Agreement, (ii) Employee shall be entitled to all of the benefits under Section 9 of this Agreement, as amended, for a period of two years from the termination, and (iii) if applicable, all unvested restricted stock or stock options owned by Employee will immediately vest, and Employee shall be entitled to exercise all vested stock options which he owns for a period of 90 days after the date of termination. It is specifically agreed that in such event Employee shall have no duty to mitigate his damages by seeking comparable, inferior or different employment.

17.       Assignability of Benefits. Except to the extent that this provision may be contrary to law, no assignment, pledge, collateralization or attachment of any of the benefits under this Agreement shall be valid or recognized by the Company. Except as provided by law, payment provided for by this Agreement shall not be subject to seizure for payment of any debts or judgments against the Employee, nor shall the Employee have any right to transfer, modify, anticipate or encumber any rights or benefits hereunder; provided that any stock issued by the Company to the Employee pursuant to this Agreement shall not be subject to Section 17 of this Agreement.

18.       Indemnification of Employee. The Company shall indemnify and hold Employee harmless as provided in Sections 18.1, 18.2 and 18.3 of this Agreement. The Company shall, upon the request of Employee, assume the defense and directly bear all of the expense of any action or proceedings which may arise for which Employee is entitled to indemnification pursuant to this Section.

18.1       Indemnification of Employee for Actions by Third Parties. The Company hereby agrees to indemnify and hold Employee harmless from any liability, claims, fines, damages, losses, expenses, judgments or settlements actually incurred by him, including but not limited to reasonable attorneys' fees and costs actually incurred by him as they are incurred, as a result of Employee being made at any time a party to, or being threatened to be made a party to, any proceeding (other than an action by or in the right of the Company, which is addressed in Section 18.2 of this Agreement), relating to actions Employee takes within the scope of his employment as the President, Chief Executive Officer and Corporate Secretary of the Company or in any other employment capacity, or in his role as a director of the Company, provided that Employee acted in good faith and in a manner he reasonably believed to be in the best interest of the Company and, in the case of a criminal proceeding, had no reasonable cause to believe his conduct was unlawful.

18.2       Indemnification of Employee for Actions in the Right of the Company. The Company hereby agrees to indemnify and hold Employee harmless from any liability, claims, damages, losses, expenses, judgments or settlements actually incurred by him, including but not limited to reasonable attorneys' fees and costs actually incurred by him as they are incurred, as a result of Employee being made a party to, or being threatened to be made a party to, any proceeding by or in the right of the Company to procure a judgment in its favor by reason of any action taken by Employee as an officer, director or agent of the Company, provided that Employee acted in good faith in a manner he reasonably believed to be in the best interests of the Company and its shareholders, and provided further, that no indemnification by the Company shall be required pursuant to this Section 18.2 (i) for acts or omissions that involve intentional misconduct or a knowing and culpable violation of law, (ii) for acts or omissions that Employee believed to be contrary to the best interests of the Company or its shareholders or that involve the absence of good faith on the part of Employee, (iii) for any transaction from which Employee derived an improper personal benefit, (iv) for acts or omissions that show a reckless disregard by Employee of his duties to the Company or its shareholders in circumstances in which Employee was aware, or should have been aware, in the ordinary course of performing his duties, of a risk of serious injury to the Company or its shareholders, (v) for acts or omissions that constitute an unexcused pattern of inattention that amounts to an abdication of Employee's duties to the Company or its shareholders, or (vi) for any other act by Employee for which Employee is not permitted to be indemnified under the Nevada General Corporations Law and, if applicable, the California Corporations Code. Furthermore, the Company has no obligation to indemnify Employee pursuant to this Section 18.2 in any of the following circumstances:

A.       In respect of any claim, issue, or matter as to which Employee is adjudged to be liable to the Company in the performance of his duties to the Company and its shareholders, unless and only to the extent that the court in which such action was brought determines upon application that, in view of all the circumstances of the case, he is fairly and reasonably entitled to indemnity for the expenses and then only in the amount that the court shall determine.

B.       In the event of the application of Section 18.2(A), then for amounts paid in settling or otherwise disposing of a threatened or pending action without court approval.

C.       In the event of the application of Section 18.2(A), then for expenses incurred in defending a threatened or pending action which is settled or otherwise disposed of without court approval.

18.3       Reimbursement. In the event that it is determined by a trier of fact that Employee is not entitled to indemnification by the Company pursuant to Sections 18.1 or 18.2 of this Agreement, then Employee is obligated to reimburse the Company for all amounts paid by the Company on behalf of Employee pursuant to the indemnification provisions of this Agreement. In the event that Employee is successful on the merits in the defense of any proceeding referred to in Sections 18.1 or 18.2 of this Agreement, or any related claim, issue or matter, then the Company will indemnify and hold Employee harmless from all fees, costs and expenses actually incurred by him in connection with the defense of any such proceeding, claim, issue or matter.

19.       Directors' and Officers' Liability Insurance. The Company will utilize its best efforts in good faith to purchase directors' and officers' liability insurance for the officers and directors of the Company, which would include the same coverage for Employee. The Company covenants to maintain in effect a directors’ and officers’ liability insurance policy on the same terms and conditions as applicable to all other officers and directors of the Company.

20.       Notice. All notices and other communications required or permitted hereunder shall be in writing or in the form of an e-mail (confirmed in writing) to be given only during the recipient’s normal business hours unless arrangements have otherwise been made to receive such notice by e-mail outside of normal business hours, and shall be mailed by registered or certified mail, postage prepaid, or otherwise delivered by hand, messenger, or e-mail (as provided above) addressed (a) if to the Employee, at the address for such Employee set forth on the signature page hereto or at such other address as such Employee shall have furnished to the Company in writing or (b) if to the Company, to its principal executive offices and addressed to the attention of the Chairman, or at such other address as the Company shall have furnished in writing to the Employee.

In case of the Company:

Beam Global.

5660 Eastgate Drive

San Diego, CA 92121

Attention: Chairman

In case of the Employee:

Desmond Wheatley

the address on file with the Company as supplied by Employee.

21.       Attorneys' Fees. In the event that any of the parties must resort to legal action in order to enforce the provisions of this Agreement or to defend such suit, the prevailing party shall be entitled to receive reimbursement from the nonprevailing party for all reasonable attorneys' fees and all other costs incurred in commencing or defending such suit.

22.       Entire Agreement. This Agreement embodies the entire understanding among the parties and merges all prior discussions or communications among them, and no party shall be bound by any definitions, conditions, warranties, or representations other than as expressly stated in this Agreement or as subsequently set forth in a writing signed by the duly authorized representatives of all of the parties hereto.

23.       No Oral Change; Amendment. This Agreement may only be changed or modified and any provision hereof may only be waived by a writing signed by the party against whom enforcement of any waiver, change or modification is sought. This Agreement may be amended only in writing by mutual consent of the parties.

24.       Severability. In the event that any provision of this Agreement shall be void or unenforceable for any reason whatsoever, then such provision shall be stricken and of no force and effect. The remaining provisions of this Agreement shall, however, continue in full force and effect, and to the extent required, shall be modified to preserve their validity.

25.       Applicable Law. This Agreement shall be construed as a whole and in accordance with its fair meaning. This Agreement shall be interpreted in accordance with the laws of the State of California, and venue for any action or proceedings brought with respect to this Agreement shall be in the County of San Diego in the State of California.

26.       Successors and Assigns. Each covenant and condition of this Agreement shall inure to the benefit of and be binding upon the parties hereto, their respective heirs, personal representatives, assigns and successors in interest. Without limiting the generality of the foregoing sentence, this Agreement shall be binding upon any successor to the Company whether by merger, reorganization or otherwise.

27.       Application of Internal Revenue Code Section 409A. (a) Notwithstanding anything to the contrary contained in this Agreement, if any payment or reimbursement, or the provision of any benefit under this Agreement that is paid or provided upon Employee’s “separation from service” with the Company within the meaning of the Internal Revenue Code of 1986, as amended (the “Code”), Section 409A(a)(2)(A)(i) and would constitute a “deferral of compensation” under Code Section 409A and Employee is a “specified employee” (as determined pursuant to procedures adopted by the Company in compliance with Code Section 409A) on the date of Employee’s “separation from service” with the Company within the meaning of Code Section 409A(a)(2)(A)(i), Employee will receive payment or reimbursement of such amounts or the provision of such benefits upon the earlier of (i) the first day of the seventh month following the date of Employee’s “separation from service” with the Company within the meaning of Section 409A(a)(2)(A)(i) of the Code or (ii) Employee’s death.

(b) To the extent applicable, it is intended that this Agreement comply with the provisions of Code Section 409A, so that the income inclusion provisions of Code Section 409A(a)(1) do not apply to Employee. This Agreement shall be administered in a manner consistent with this intent. Reference to Code Section 409A is to Section 409A of the Internal Revenue Code of 1986, as amended, and will also include any regulations or any other formal guidance promulgated with respect to such Section by the U.S. Department of the Treasury or the Internal Revenue Service.

28.       Code Section 280G. If any payment or benefit Employee would receive from the Company or otherwise (“Payment”) would (i) constitute a “parachute payment” within the meaning of Code Section 280G, and (ii) but for this sentence, be subject to the excise tax imposed by Code Section 4999 (the “Excise Tax”), then the Company shall cause to be determined, before any amounts of the Payment are paid to Employee, which of the following two amounts would maximize Employee’s after-tax proceeds: (i) payment in full of the entire amount of the Payment (a “Full Payment”), or (ii) payment of only a part of the Payment so that Executive receives the largest payment possible without the imposition of the Excise Tax (a “Reduced Payment”), whichever amount results in Employee’s receipt, on an after-tax basis, of the greater amount of the Payment notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. For purposes of determining whether to make a Full Payment or a Reduced Payment, the Company shall cause to be taken into account all applicable federal, state and local income and employment taxes and the Excise Tax (all computed at the highest applicable marginal rate, net of the maximum reduction in federal income taxes which could be obtained from a deduction of such state and local taxes). If a Reduced Payment is made, (i) the Payment shall be paid only to the extent permitted under the Reduced Payment alternative, and Employee shall have no rights to any additional payments and/or benefits constituting the Payment, and (ii) reduction in payments and/or benefits shall occur in the following order: reduction of cash payments, cancellation of accelerated vesting of stock awards, and reduction of other benefits. In the event that acceleration of compensation from Employee’s equity awards is to be reduced, such acceleration of vesting shall be canceled in the reverse order of the date of grant unless Employee elects in writing a different order for cancellation.

[SIGNATURES ON FOLLOWING PAGE]

IN WITNESS WHEREOF, the parties hereto have executed this Amended and Restated Employee Agreement on the date first above written.

EXHIBIT A

BONUS POTENTIAL MILESTONES

FISCAL YEARS ENDING DECEMBER 31, 2021 THROUGH December 31, 2025

FISCAL YEAR ENDING DECEMBER 31, 2021

FISCAL QUARTER ENDING MARCH 31, 2021 (IF APPLICABLE)

(If no quarterly bonus mark NA)

FISCAL QUARTER ENDING JUNE 30, 2021 (IF APPLICABLE)

(If no quarterly bonus mark NA)

FISCAL QUARTER ENDING SEPTEMBER 30, 2021 (IF APPLICABLE)

(If no quarterly bonus mark NA)

FISCAL QUARTER ENDING DECEMBER 31, 2021 (IF APPLICABLE)

(If no quarterly bonus mark NA)

FISCAL YEAR ENDING DECEMBER 31, 2021

FISCAL QUARTER ENDING MARCH 31, 2022 (IF APPLICABLE)

(If no quarterly bonus mark NA)

FISCAL QUARTER ENDING JUNE 30, 2022 (IF APPLICABLE)

(If no quarterly bonus mark NA)

FISCAL QUARTER ENDING SEPTEMBER 30, 2022 (IF APPLICABLE)

(If no quarterly bonus mark NA)

FISCAL QUARTER ENDING DECEMBER 31, 2022 (IF APPLICABLE)

(If no quarterly bonus mark NA)

FISCAL YEAR ENDING DECEMBER 31, 2022

FISCAL QUARTER ENDING MARCH 31, 2023 (IF APPLICABLE)

(If no quarterly bonus mark NA)

FISCAL QUARTER ENDING JUNE 30, 2023 (IF APPLICABLE)

(If no quarterly bonus mark NA)

FISCAL QUARTER ENDING SEPTEMBER 30, 2023 (IF APPLICABLE)

(If no quarterly bonus mark NA)

FISCAL QUARTER ENDING DECEMBER 31, 2023 (IF APPLICABLE)

(If no quarterly bonus mark NA)

FISCAL YEAR ENDING DECEMBER 31, 2023

FISCAL QUARTER ENDING MARCH 31, 2024 (IF APPLICABLE)

(If no quarterly bonus mark NA)

FISCAL QUARTER ENDING JUNE 30, 2024 (IF APPLICABLE)

(If no quarterly bonus mark NA)

FISCAL QUARTER ENDING SEPTEMBER 30, 2024 (IF APPLICABLE)

(If no quarterly bonus mark NA)

FISCAL QUARTER ENDING DECEMBER 31, 2024 (IF APPLICABLE)

(If no quarterly bonus mark NA)

FISCAL YEAR ENDING DECEMBER 31, 2024

FISCAL QUARTER ENDING MARCH 31, 2025 (IF APPLICABLE)

(If no quarterly bonus mark NA)

FISCAL QUARTER ENDING JUNE 30, 2025 (IF APPLICABLE)

(If no quarterly bonus mark NA)

FISCAL QUARTER ENDING SEPTEMBER 30, 2025 (IF APPLICABLE)

(If no quarterly bonus mark NA)

FISCAL QUARTER ENDING DECEMBER 31, 2025 (IF APPLICABLE)

(If no quarterly bonus mark NA)

FISCAL YEAR ENDING DECEMBER 31, 2025

Exhibit 10.2

BEAM GLOBAL

CHANGE IN CONTROL SEVERANCE BENEFIT PLAN

Section 1.

The Beam Global Change in Control Severance Benefit Plan (the “Plan”) was established on February 9, 2021 (the "Adoption Date"). The purpose of the Plan is to provide severance benefits to certain eligible employees of the Company and its Affiliates upon selected terminations of service in connection with a Change in Control (as defined below).

This Plan shall supersede any generally applicable change in control severance plan, policy, or practice, whether written or unwritten, with respect to each employee who becomes a Participant in the Plan. In consideration for the benefits set forth in this Plan, this Plan shall also supersede and replace the change in control benefits in any individually negotiated employment contract or agreement, or any written plans that are not of general application, and, except as set forth in the Participation Notice (as defined below), each Participant's change in control severance benefits shall be governed solely by the terms of this Plan.

This Plan document is also the Summary Plan Description for the Plan.

Section 2. DEFINITIONS.

The following shall be defined terms for purposes of the Plan:

(a) "Affiliate" means, with respect to any individual or entity, any other individual or entity who, directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with, such individual or entity.

(b) "Base Salary" means a Participant's monthly base salary in effect immediately prior to the Covered Termination and prior to any reduction in base salary that would permit such Participant to voluntarily terminate employment for Good Reason (as defined below) (including without limitation any compensation that is deferred by Participant into a Company-sponsored retirement or deferred compensation plan, exclusive of any employer matching contributions by the Company associated with any such retirement or deferred compensation plan and exclusive of any other Company contributions) and excludes all bonuses, commissions, expatriate premiums, fringe benefits (including without limitation car allowances), option grants, equity awards, employee benefits and other similar items of compensation.

(c) "Board" means the Board of Directors of the Company.

(d) "Cause" means with respect to a Participant, the occurrence of any of the following events: (i) such Participant's commission of any felony or any crime involving fraud, dishonesty or moral turpitude under the laws of the United States or any state thereof; (ii) such Participant's attempted commission of, or participation in, a fraud or act of dishonesty against the Company; (iii) such Participant's intentional, material violation of any contract or agreement between the Participant and the Company or of any statutory duty owed to the Company; (iv) such Participant's unauthorized use or disclosure of the Company's confidential information or trade secrets; or (v) such Participant's gross misconduct. The determination that a termination of the Participant's employment is either for Cause or without Cause shall be made by the Company in its sole discretion. Any determination by the Company that the employment of a Participant was terminated by reason of dismissal without Cause for the purposes of this Plan shall have no effect upon any determination of the rights or obligations of the Company or such Participant for any other purpose.

(e) "Change in Control" means the occurrence of any of the following events prior to the automatic termination of this Plan as provided in Section 6(b):

(1) The consummation of a merger or consolidation of the Company with or into another entity or any other corporate reorganization, if more than 50% of the combined voting power of the continuing or surviving entity's securities outstanding immediately after such merger, consolidation or other reorganization is not owned by persons who were stockholders of the Company immediately prior to such merger, consolidation or other reorganization, in substantially the same relative proportions as their ownership of the combined voting power of the Company immediately prior to such merger, consolidation or other reorganization;

(2) There is consummated a sale, lease, exclusive license or other disposition of all or substantially all of the assets of the Company, other than a sale, lease, license or other disposition of all or substantially all of the consolidated assets of the Company to an entity, more than 50% of the combined voting power of the voting securities of which are owned by stockholders of the Company in substantially the same proportions as their ownership of the outstanding voting securities of the Company immediately prior to such sale, lease, license or other disposition;

(3) When a majority of the incumbent directors on the Board are replaced by new directors within any 18 month period; provided, however, that each director (i) whose election has been approved by a vote of at least a majority of the directors who were either incumbent directors at the beginning of the period or elected or nominated in accordance with clause (i) or (ii) of this Section 2(e)(3) during such period or (ii) whose nomination for election by the Company's stockholders has been approved by a committee of the Board, a majority of whose members are directors who were either incumbent directors at the beginning of the period or elected or nominated in accordance with clause (i) or (ii) of this Section 2(e)(3) during such period shall be deemed to be an "incumbent director" and not a "new director" for purposes of this Section 2(e)(3); or

(4) Any "person" that (as such term is used in sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended) by the acquisition or aggregation of securities is or becomes the beneficial owner, directly or indirectly, of securities of the Company representing 50% or more of the combined voting power of the Company's then outstanding securities ordinarily (and apart from rights accruing under special circumstances) having the right to vote at elections of directors (the "Base Capital Stock"); except that any change in the relative beneficial ownership of the Company's securities by any person resulting solely from a reduction in the aggregate number of outstanding shares of Base Capital Stock, and any decrease thereafter in such person's ownership of securities, shall be disregarded until such person increases in any manner, directly or indirectly, such person's beneficial ownership of any securities of the Company.

The term "Change in Control" shall not include a transaction, the sole purpose of which is to change the state of the Company's incorporation.

(f) "Company" means Beam Global or, following a Change in Control, the surviving entity resulting from such transaction or the parent company of such surviving entity.

(g) "Compensation Committee" means the Compensation Committee of the Board.

(h) "Covered Termination" means, with respect to a Participant who immediately prior to a termination of employment was an employee of the Company, such Participant's termination of employment by the Company without Cause or a voluntary resignation of employment by the Participant for Good Reason; provided that the involuntary termination or the event giving rise to the resignation for Good Reason, as applicable, occurs within the three-months prior to, or 12 months following, the effective date of a Change in Control.

(i) "Good Reason" means, with respect to a Participant, the occurrence of one or more of the following events, if applicable, without such Participant's express written consent:

(1) A material reduction in such Participant's authority, duties or responsibilities (and not simply a change in title or reporting relationships);

(2) A material reduction by the Company in such Participant's Base Salary;

(3) A material adverse change by the Company to Participant's Target Bonus or to the criteria, milestones or objectives related to such Participant' s Target Bonus that is reasonably likely to result in the Participant earning less than his or her Target Bonus during the subsequent applicable period;

(4) A relocation of the Participant's principal place of work to a location that would increase the Participant's one-way commute from his or her personal residence to the new principal place of work by more than 50 miles.

Notwithstanding the foregoing, a Participant shall have "Good Reason" for his or her resignation only if: (a) the Participant notifies the Company in writing, within 30 days after the occurrence of one of the foregoing events, that he or she intends to terminate his or her employment no earlier than 30 days after providing such notice; (b) the Company does not cure such condition within 30 days following its receipt of such notice or states unequivocally in writing that it does not intend to attempt to cure such condition; and (c) the Participant resigns from employment within 180 days following the end of the period within which the Company was entitled to remedy the condition constituting Good Reason but failed to do so.

(j) "Health Severance Benefits Period" means 24 months.

(k) "Participant" means an individual who (i) is employed by the Company or its Affiliates,

(ii) has been designated eligible to participate in the Plan by the Compensation Committee in its sole discretion (either by a specific designation or by virtue of being a member of a class of employees who have been so designated) and (iii) who has received a Participation Notice from the Company and elected to participate in the Plan by executing and returning such Participation Notice to the Company within the time period set forth therein.

(l) "Participation Notice" means the latest notice delivered by the Company to a Participant substantially in the form of Exhibit A hereto or such other form as may be approved by the Plan Administrator.

(m) "Payment Commencement Date" means, with respect to a Participant, (i) if such Covered Termination occurs prior to the applicable Change in Control, the later of (A) such Change in Control or (B) the effective date of the Release (as defined below) or (ii) if such Covered

Termination occurs on or after the applicable Change in Control, the later of (X) the date of such Covered Termination or (Y) the effective date of the Release.

(n) “Plan Administrator” means the Board.

(o) "Target Bonus" means the target bonus (i.e., the annual bonus amount payable to a Participant in cash, common stock or other property if exactly 100% of all performance goals are achieved) most recently approved by the Compensation Committee or the Board for such Participant prior to the earlier of (i) the Payment Commencement Date and (ii) any reduction in Target Bonus that would permit such Participant to voluntarily terminate employment for Good Reason.

(p) "Vesting Acceleration Benefit" means the remainder of all vesting installments, whether time-based or performance-based, for a Participant.

The following additional terms are defined in the Section identified below:

Section 3. ELIGIBILITY FOR BENEFITS.

Subject to the requirements set forth in this Section, the Company shall provide change in control severance benefits under the Plan to the Participants. In order to be eligible to receive benefits under the Plan, a Participant must (i) experience a Covered Termination and (ii) execute a general waiver and release (the "Release") in substantially the form attached hereto as Exhibit B (or as then may be required by law to effect a release of claims), and such Release must become effective in accordance with its terms; provided, however, that no such Release shall require the Participant to forego any unpaid salary, any accrued but unpaid vacation pay or any benefits payable pursuant to this Plan. With respect to any outstanding option held by the Participant, no provision set forth in this Plan granting the Participant additional rights to exercise the option can be exercised unless and until the Release becomes effective.

The Participant must execute the Release within the time period set forth therein, but in no event later than (x) if a Change in Control shall have occurred prior to such Covered Termination, 45 days following termination of employment or (y) if a Change in Control shall not have occurred prior to such Covered Termination, the later of (A) 45 days following termination of employment or (B) ten days following such Change in Control, and such release must become effective in accordance with its terms.

Unless a Change in Control has occurred, the Plan Administrator, in its sole discretion, may modify the form of the required Release to comply with applicable law and shall determine the form of the required Release, which may be incorporated into a termination agreement or other agreement with the Participant; provided, that, after a Change in Control occurs, the Plan Administrator may modify the form of required Release only if necessary to comply with applicable law.

Section 4. AMOUNT OF BENEFIT.

(a) Provision of Benefits. Subject to the limitations and reductions provided in this Plan, benefits under this Plan, if any, shall be provided to the Participants described in Section 3 in the following amounts. Effective commencing with the Payment Commencement Date, such Participant shall receive the following severance package:

(1) Cash Severance Benefits. The Company shall make a cash severance payment to the Participant in an amount equal to 24 months of Base Salary. Any such payment pursuant to this Section 4(a)(l) shall be in a single lump sum to be paid within 10 days following the Payment Commencement Date.

(2) Bonus Severance Benefits. The Company shall make a cash severance payment to the Participant in an amount equal to such Participant's Target Bonus. Any such bonus payment pursuant to this Section 4(a)(2) shall be in a single lump sum to be paid within 10 days following the Payment Commencement Date.

(3) Health Severance Benefits. During the Health Severance Benefits Period, the Company will pay all premiums for group medical, dental and vision coverage elected by such Participant for the Participant and his or her eligible dependents under any individual policy providing group medical, dental and vision benefits substantially similar to those provided to Participant immediately prior to his or her termination of Service.

(4) Equity Award Acceleration. The vesting and exercisability of all outstanding options to purchase the Company's common stock issued pursuant to any equity incentive plan of the Company or any Affiliate that are then held by the Participant on such date shall be accelerated to the extent applicable so that the Participant shall receive the Vesting Acceleration Benefit, any reacquisition or repurchase rights held by the Company in respect of common stock issued pursuant to any other stock award granted to the Participant by the Company shall lapse so that the Participant shall receive the Vesting Acceleration Benefit, and the vesting of any other stock awards granted to the Participant by the Company, and any issuance of shares triggered by the vesting of such stock awards, shall be accelerated so that the Participant shall receive the Vesting Acceleration Benefit. If the Covered Termination occurs prior to the applicable Change in Control, such vesting acceleration shall be deemed effective as of the date of the Covered Termination. Notwithstanding the foregoing, this Section 4(a)(4) shall not apply to stock awards issued under or held in any plan sponsored by the Company or an Affiliate that is intended to be qualified under Section 40l(a) of the Internal Revenue Code. Notwithstanding the provisions of this Section 4(a)(4), in the event that the provisions of this Section 4(a)(4) regarding acceleration of vesting of an option would adversely affect a Participant's option (including, without limitation, its status as an incentive stock option under Section 422 of the Code) that is outstanding on the date the Participant commences participation in the Plan, such acceleration of vesting shall be deemed null and void as to such option unless the affected Participant consents in writing to such acceleration of vesting as to such option at the time he or she becomes a Participant.

(b) Certain Reductions. Notwithstanding any other provision of the Plan to the contrary, any benefits payable to a Participant under Sections 4(a) of this Plan shall be reduced (but not below zero) by any severance benefits payable by the Company or an Affiliate to such Participant under any other policy, plan, program, agreement or arrangement, including, without limitation, a contract between such Participant and any entity, covering such Participant. In addition, to the extent that any federal, state or local laws, including, without limitation the Worker Adjustment Retraining Notification Act, 29 U.S.C. Section 2101 et seq., or any similar state statute, require the Company to give advance notice or make a payment of any kind to a Participant because of that Participant's involuntary termination due to a layoff, reduction in force, plant or facility closing, sale of business, change of control, or any other similar event or reason, the benefits payable under Sections 4(a)(l) and 4(a)(3) of this Plan shall either be reduced or eliminated by such required payments or notice. The benefits provided under this Plan are intended to satisfy any and all statutory obligations that may arise out of a Participant's involuntary termination of employment for the foregoing reasons, and the Plan Administrator shall so construe and implement the terms of the plan.

(c) Application of Section 409A. Any compensation and benefits payable under the Plan are intended to be payable pursuant to the "short-tern deferral" rule set forth in Section l .409A-l(b)(4) of the Treasury Regulations. Notwithstanding the foregoing, if the Company determines that any payments hereunder fail to satisfy the distribution requirement of Section 409A(a)(2)(A) of the Code, the payment of such benefit shall be delayed until six months after separation from service if the Participant is a "specified employee" within the meaning of the aforesaid section of the Code at the time of such separation from service.

(d) Withholding. All payments under the Plan will be subject to all applicable withholding obligations of the Company, including, without limitation, obligations to withhold for federal, state and local income and employment taxes.

Section 5. LIMITATIONS ON BENEFITS.

(a) Mitigation. Except as otherwise specifically provided herein, a Participant shall not be required to mitigate damages or the amount of any payment provided under the Plan by seeking other employment or otherwise, nor shall the amount of any payment provided for under the Plan be reduced by any compensation earned by a Participant as a result of employment by another employer or any retirement benefits received by such Participant after the date of service or employment termination.

(b) Non-Duplication of Benefits. No Participant is eligible to receive benefits under this Plan more than one time.

(c) Indebtedness of Participants. To the extent permitted by law, if a Participant is indebted to the Company or an Affiliate on the date of his or her termination of employment or service, the Company reserves the right to offset any severance benefits payable in cash under the Plan by the amount of such indebtedness. A Participant may be required to execute an agreement to such effect if requested by the Company.

Section 6. RIGHT TO INTERPRET PLAN; AMENDMENT AND TERMINATION.

(a) Exclusive Discretion. The Plan Administrator shall have the exclusive discretion and authority to establish rules, forms, and procedures for the administration of the Plan and to construe and interpret the Plan and to decide any and all questions of fact, interpretation, definition, computation or administration arising in connection with the operation of the Plan, including, but not limited to, the eligibility to participate in the Plan and amount of benefits paid under the Plan. The rules, interpretations, computations, and other actions of the Plan Administrator shall be binding and conclusive on all persons.

(b) Change of State of Incorporation, Amendment or Termination. The Board reserves the right to change the state of incorporation, and the Board and the Compensation Committee reserve the right to amend or terminate this Plan or the benefits provided hereunder at any time; provided, however, that no such change of state, amendment or termination shall impair or reduce the rights of a Participant unless such Participant consents to such amendment or termination of the Plan in writing. Notwithstanding the foregoing, the Plan shall automatically terminate on the tenth anniversary from the Adoption Date, unless extended by the Board or the Compensation Committee. Any action amending, te1minating or extending the Plan shall be in writing and executed by the Board or the Compensation Committee.

Section 7. CONTINUATION OF CERTAIN EMPLOYEE BENEFITS.

(a) COBRA. Each Participant who is enrolled in a group medical, dental or vision plan sponsored by the Company or an Affiliate may be eligible to continue coverage under such group medical, dental or vision plan (or to convert to an individual policy), at the time of the Participant's termination of employment under the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA"). The Company will notify the Participant of any such right to continue group medical coverage at the time of termination of the Health Severance Benefits. No provision of this Plan will affect the continuation coverage rules under COBRA. Therefore, the period during which a Participant may elect to continue the Company's group medical, dental or vision coverage at his or her own expense under COBRA, the length of time during which COBRA coverage will be made available to the Participant, and all other rights and obligations of the Participant under COBRA will be applied in the same manner that such rules would apply in the absence of this Plan. At the conclusion of the COBRA premium reimbursements made by the Company, if any, the Participant will be responsible for the entire payment of premiums required under COBRA for the duration, if any, of the COBRA period.

(b) Other Employee Benefits. All non-health benefits (such as life insurance, AD&D, disability and 40l(k) plan coverage) terminate as of an employee's termination date (except to the extent that a conversion privilege may be available thereunder).

Section 8. NO IMPLIED EMPLOYMENT CONTRACT.

The Plan shall not be deemed (i) to give any employee or other person any right to be retained in the employ or service of the Company or (ii) to interfere with the right of the Company to discharge any employee or other person at any time and for any reason, which right is hereby reserved.

Section 9. LEGAL CONSTRUCTION.

This Plan is intended to be governed by and shall be construed in accordance with the Employee Retirement Income Security Act of 1974, as amended ("ERISA") and, to the extent not preempted by ERISA, the laws of the State of California. The Plan, as a "severance pay arrangement" within the meaning of Section 3(2)(B)(i) of ERISA, is intended to be excepted from the definitions of "employee pension benefit plan" and "pension plan" set forth under section 3(2) of ERISA, and is intended to meet the descriptive requirements of a plan constituting a "severance pay plan" within the meaning of regulations published by the Secretary of Labor at Title 29, Code of Federal Regulations §2510.3-2(b).

Section 10. CLAIMS, INQUIRIES AND APPEALS.

(a) Applications for Benefits and Inquiries. Any application for benefits, inquiries about the Plan or inquiries about present or future rights under the Plan must be submitted to the Plan Administrator in writing by an applicant (or his or her authorized representative). The Plan Administrator is:

Beam Global

Attn: Chief Financial Officer

5660 Eastgate Dr.

San Diego, CA 92127

(b) Denial of Claims. In the event that any application for benefits is denied in whole or in parti, the Plan Administrator must provide the applicant with written or electronic notice of the denial of the application, and of the applicant's right to review the denial. Any electronic notice will comply with the regulations of the U.S. Department of Labor. The written notice of denial will be set forth in a manner designed to be understood by the employee and will include specific reasons for the denial, specific references to the Plan provision upon which the denial is based, a description of any information or material that the Plan Administrator needs to complete the review and an explanation of the Plan's review procedure. This written notice will be given to the applicant within 90 days after the Plan Administrator receives the application, unless special circumstances require an extension of time, in which case, the Plan Administrator has up to an additional 90 days for processing the application. If an extension of time for processing is required, written notice of the extension will be furnished to the applicant before the end of the initial 90-day period. This notice of extension will describe the special circumstances necessitating the additional time and the date by which the Plan Administrator is to render its decision on the application. If written notice of denial of the application for benefits is not furnished within the specified time, the application shall be deemed to be denied. The applicant will then be permitted to appeal the denial in accordance with the review procedure described below.

(c) Request for a Review. Any person (or that person's authorized representative) for whom an application for benefits is denied, in whole or in part, may appeal the denial by submitting a request for a review to the Compensation Committee within 60 days after the application is denied. A request for a review shall be in writing and shall be addressed to:

Compensation Committee

Attn: Chairman

c/o Beam Global

5660 Eastgate Dr.

San Diego, CA 92121

A request for review must set forth all of the grounds on which it is based, all facts in support of the request and any other matters that the applicant feels are pertinent. The applicant (or his or her representative) shall have the opportunity to submit (or the Compensation Committee may require the applicant to submit) written comments, documents, records, and other information relating to his or her claim. The applicant (or his or her representative) shall be provided, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to his or her claim. The review shall take into account all comments, documents, records and other information submitted by the applicant (or his or her representative) relating to the claim, without regard to whether such information was submitted or considered in the initial benefit determination.

(d) Decision on Review. The Compensation Committee will act on each request for review within 60 days after receipt of the request, unless special circumstances require an extension of time (not to exceed an additional 60 days), for processing the request for a review. If an extension for review is required, written notice of the extension will be furnished to the applicant within the initial 60 day period. This notice of extension will describe the special circumstances necessitating the additional time and the date by which the Compensation Committee is to render its decision on the review. The Compensation Committee will give prompt, written or electronic notice of its decision to the applicant. Any electronic notice will comply with the regulations of the U.S. Department of Labor. In the event that the Compensation Committee confirms the denial of the application for benefits in whole or in part, the notice will set forth, in a manner calculated to be understood by the applicant, the specific Plan provisions upon which the decision is based. If written notice of the Plan Administrator's decision is not given to the applicant within the time prescribed in this Section 10(d) the application will be deemed denied on review.

(e) Rules and Procedures. The Plan Administrator will establish rules and procedures, consistent with the Plan and with ERISA, as necessary and appropriate in carrying out its responsibilities in reviewing benefit claims. The Plan Administrator may require an applicant who wishes to submit additional information in connection with an appeal from the denial of benefits to do so at the applicant’s own expense.

(f) Exhaustion of Remedies. No legal action for benefits under the Plan may be brought until the claimant (i) has submitted a written application for benefits in accordance with the procedures described by Section 10(a) above, (ii) has been notified by the Plan Administrator that the application is denied (or the application is deemed denied due to the Plan Administrator's failure to act on it within the established time period), (iii) has filed a written request for a review of the application in accordance with the appeal procedure described in. Section 10(c) above, and (iv) has been notified in writing that the Compensation Committee has denied the appeal (or the application is deemed denied due to the Plan Administrator’s failure to act on it within the established time period).

Section 11. BASIS OF PAYMENTS TO AND FROM PLAN.

All benefits under the Plan shall be paid by the Company. The Plan shall be unfunded and benefits hereunder shall be paid only from the general assets of the Company. A Participant's right to receive payments under the Plan is no greater than that of the Company's unsecured general creditors. Therefore, if the Company were to become insolvent, the Participant might not receive benefits under the

Plan.

Section 12. SUCCESSORS AND ASSIGNS.

This Plan shall be binding upon any surviving entity resulting from a Change in Control and upon any other person who is a successor by merger, acquisition, consolidation or otherwise to the business formerly carried on by the Company without regard to whether or not such person actively adopts or formally continues the Plan. Participants, to the extent they are otherwise eligible for benefits under the Plan, are intended third party beneficiaries of this provision.

Section 13. EXECU'I'ION.

To record the adoption of the Plan as set forth herein, Beam Global has caused its duly authorized officer to execute the same this 9th day of February 2021.

Beam Global

/s/ Anthony Posawatz                                            

Anthony Posawatz

Chairman of the Compensation Committee

EXHIBIT A

PARTICIPATION NOTICE AND ACKNOWLEDGEMENT

To: _______________________________________

Date: ______________________________________

Deadline to Return Participation Notice: _______________

Beam Global (the "Company") has adopted the Change in Control Severance Benefit Plan (the "Plan"). The Company is providing you with this Participation Notice to inform you that you have been designated as a Participant in the Plan. A copy of the Plan document is attached to this Participation Notice. The terms and conditions of your participation in the Plan are as set forth in the Plan and this Participation Notice, which together also constitute a summary plan description of the Plan.

In consideration for the benefits set forth in the Plan, each Participant's change in control benefits shall be governed by the terms of the Plan and the Plan shall supersede and replace any individually negotiated change in control benefits in any employment contract or agreement and all change in control benefits payable to you as set forth in any agreement, including offer letters, with the Company entered into prior to the date hereof.

If you choose to participate in the Plan, please return to the Company (Attn. Chief Financial Officer) a copy of this Participation Notice and Acknowledgement signed by you and retain a copy, along with the Plan document, for your records. Please note that you are not a Participant in the Plan until you execute and return this Participation Notice and Acknowledgement to the Company.

The undersigned hereby acknowledges receipt of the foregoing Participation Notice. In the event the undersigned holds outstanding stock options as of the date of this Participation Notice, the undersigned hereby (check one box-failure to check a box will be deemed the selection of the second alternative):

The undersigned acknowledges that he/she has been advised to obtain tax and financial advice regarding the consequences of this election including the effect, if any, on the status of the stock options for tax purposes under Sections 409A and 422 of the Internal Revenue Code.

EXHIBIT B

RELEASE AGREEMENT

I understand and agree completely to the terms set forth in the Beam Global Change in Control Severance Benefit Plan (the "Plan").

I understand that this Release, together with the Plan, constitutes the complete, final and exclusive embodiment of the entire agreement between the Company and me with regard to the subject matter hereof. I am not relying on any promise or representation by the Company that is not expressly stated therein. This Release and Waiver may only be modified by a writing signed by both me and a duly authorized officer of the Company. Certain capitalized terms used in this Release are defined in the Plan.

I hereby confirm my obligations under the Company's Employee Proprietary Information and Inventions Agreement.

In exchange for the consideration to be provided to me under the Plan to which I am not otherwise entitled, I hereby generally and completely release American Technology Corporation and its current and former directors, officers, employees, shareholders, partners, agents, attorneys, predecessors, successors, parent and subsidiary entities, insurers, affiliates, and assigns (collectively, the "Released Patties") from any and all claims, liabilities and obligations, both known and unknown, that arise out of or are in any way related to events, acts, conduct, or omissions occurring prior to my signing this Agreement (collectively, the "Released Claims"). The Released Claims include, but are not limited to: (1) all claims arising out of or in any way related to my employment with the Company, or the termination of that employment; (2) all claims related to my compensation or benefits from the Company, including salary, bonuses, commissions, vacation pay, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership interests in the Company; (3) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (4) all tort claims, including claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (5) all federal, state, and local statuto1y claims, including claims for discrimination, harassment, retaliation, attorneys' fees, or other claims arising under the federal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990, the federal Age Discrimination in Employment Act of 1967 (as amended) ("ADEA''), and the California Fair Employment and Housing Act (as amended). Notwithstanding the foregoing, the following are not included in the Released Claims (the "Excluded Claims"): (1) any rights or claims for indemnification I may have pursuant to any written indemnification agreement with the Company to which I am a party, the charter, bylaws, or operating agreements of the Company, or under applicable law; or (2) any rights which are not waivable as a matter of law. In addition, nothing in this Release prevents me from filing, cooperating with, or participating in any proceeding before the Equal Employment Opportunity Commission, the Department of Labor, or the California Department of Fair Employment and Housing, except that I hereby waive my right to any monetary benefits in connection with any such claim, charge or proceeding. I hereby represent and warrant that, other than the Excluded Claims, I am not aware of any claims I have or might have against any of the Released Patties that are not included in the Released Claims.

I acknowledge and represent that I have not suffered any age or other discrimination, harassment, retaliation, or wrongful treatment by any Released Party. I also acknowledge and represent that I have not been denied any rights including, but not limited to, rights to a leave or reinstatement from a leave under the Family and Medical Leave Act of 1993, the California Family Rights Act, the Uniformed Services Employment and Reemployment Rights Act of 1994, or any similar law of any jurisdiction. I further acknowledge that I am knowingly and voluntarily waiving and releasing any rights I may have under the ADEA. I also acknowledge that the consideration given for the Released Claims is in addition to anything of value to which I was already entitled. I further acknowledge that I have been advised by this writing, as required by the ADEA, that: (a) the Released Claims do not apply to any rights or claims that arise after the date I sign this Release; (b) I should consult with an attorney prior to signing this Release (although I may choose voluntarily not to do so); (c) I have 21 days to consider this Release (although I may choose to voluntarily to sign it sooner); (d) I have seven days following the date I sign this Release to revoke the Release by providing written notice to an officer of the Company; and (e) the Release will not be effective until the date upon which the revocation period has expired unexercised, which will be the eighth day after I sign this Release ("Effective Date").

I acknowledge that I have read and understand Section 1542 of the California Civil Code which reads as follows: "A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor." I hereby expressly waive and relinquish all rights and benefits under that section and any law of any jurisdiction of similar effect with respect to my release of any claims hereunder.

I hereby represent that I have been paid all compensation owed and for all hours worked, I have received all the leave and leave benefits and protections for which I am eligible, and I have not suffered any onthe-job injury for which I have not already filed a workers' compensation claim.

EMPLOYEE

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Employee Signature

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Employee Name

Date: ________________________