Exhibit 10.10
April9,2026
SilvioNapoli
Re:OfferofEmployment
DearSilvio,
WearepleasedtoofferyoutheexemptpositionwithLucidUSA,Inc.(doingbusinessas Lucid Motors) (the “Company”) as the Company’s Chief Executive Officer (“CEO”), reporting totheBoardofDirectorsofLucidGroup,Inc.(the“Board”),subjecttothetermsandconditions set forth herein. Moreover, subject to the terms and conditions set forth herein, you will also serve as the CEO of Lucid Group, Inc. As set forth more fully below, the Board shall also appoint you to the Board on a date mutually agreed by you and the Board and will use its reasonable efforts to cause you to be re-elected to the Board for the period hereunder during which you serve as CEO.
PriortocommencingemploymentwiththeCompanyasitsCEO,youwillberequiredto obtainauthorizationtoworkfortheCompanyintheUnitedStatesintheformofavisafrom the U.S. government, as set forth more fully below.You agree to establish a residence in the San FranciscoBayAreaassoonaspracticablefollowingreceiptofyourauthorizationtoworkinthe U.S.
TheBoardwillappointyouasCEOassoonasadministrativelypracticablefollowingthe date you receive your authorization to work in the U.S. (and in no event later than the next scheduled Board meeting following such date), which shall constitute the first day of your employment with Lucid USA, Inc. (for purposes of this Letter, your “Hire Date”).The terms and conditions of your employment with the Company will be as set forth below in this offer letter (this “offer” or this “Letter”).
ImmigrationProceedingsandConditions
YouandtheCompanymutuallyagreetocooperatefullyandpromptlywitheachother andwithCompanycounselinthepreparationandfilingofanyrequiredimmigrationpetitions and applications, including providing accurateinformation and supporting documentation. In fulfilling its obligations hereunder, the Company reserves the right to determine, in its sole discretion,thetiming,manner,andsponsorshipofanyimmigrationfilings.Youunderstandthat this offer of employment is contingent upon approval by U.S. Citizenship and Immigration ServicesofapetitionfiledbytheCompanyonyourbehalfforO-1nonimmigrantclassification.
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InterimInternationalEmploymentwithAffiliate
Concurrent with, and conditioned upon, your execution of this Letter, you have been offeredtheopportunityforinternationalemploymentasanexecutivewithLucidSwitzerlandAG on certain terms and conditions of a separate Employment Agreement between you and the international affiliate (the “Swiss Contract”), with the understanding that you shall only be entitledtoreceive certainbenefitsunder eitherthis LetterortheSwissContract(andnotboth)to the extent of any overlap addressing the same pay or benefit opportunity.
BaseSalaryandOtherCompensation
EffectiveupontheHire Date:
▪ DuringyourservicetotheCompany,yourannualbasesalaryratewillbe$1,500,000 (earned and paid bi-weekly in accordance with the regular payroll practices of the Company,withpro-rataadjustmentforpartialworkperiods),lessapplicabletaxand other withholdings.
▪ You will be eligible to earn a target annual incentive program (“AIP”) bonus of 200% of your base salary, less applicable tax and other withholdings, based upon achievement of performancegoals,withathresholdpayoutlevelof100%ofyourbasesalaryifthreshold performance is achieved and a maximum payout level of 300% of your base salary if maximum performance is achieved, except as otherwise provided herein. Your AIP bonus is subject in all cases to details established by the Board or the Board’s CompensationandHumanCapitalCommittee(“CompensationCommittee”)andtheplan document for the AIP, as it may be established or modified from time to time.
▪ For the 2026 performance period, your AIP bonus shall be paid out based on the greater of(x)targetperformanceor(y)actualperformanceforthefull2026performanceperiod, provided that the final amount of the 2026 AIP bonus payable to you shall be pro-rated based on your start of employment under the Swiss Contract (your “Swiss Contract Commencement Date”), with the specific formula for pro-ration determined in the Board’s or the Compensation Committee’s discretion, and shall take into consideration your performance under the Swiss Contract.
▪ For the avoidance of doubt, for performance periods following the 2026 performance period, if actual performance is below threshold performance, your AIP bonus shall be equalto$0,unlessotherwisedeterminedbytheCompensationCommitteeortheBoard.
▪ Notwithstanding anything herein to the contrary, except as otherwise provided in the Lucid Group, Inc. Executive Severance Benefit Plan, as it may be amended or restated from time to time (the “Severance Plan”) or as otherwise determined by the CompensationCommitteeandapprovedbytheBoard,yourreceiptofanyAIPbonusis contingent on your continued employment with the Company on the AIP bonus’s paymentdate,whichpaymentdateshalloccurinaccordancewiththetermsoftheAIP plan document as generally applicable to the Company’s other executive officers.
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Equity-basedAwards
Subject in each case to Compensation Committee and Board approval, your employment withtheCompanyontheapplicableaward’sgrantdateandthetermsdescribedherein,youwill receivethefollowing equity-based awards (collectively, the“Awards”) with respect to Class A shares of common stock (“Shares”) of Lucid Group, Inc. or its successor:
•Vesting of Equity Under Swiss Contract: Subject to your compliance with the terms of the Swiss Contract and this Letter, you will continue to vest in any equity granted toyouundertheSwissContract(including,fortheavoidanceofdoubt,anyNewHire Performance-Based Stock Options and Annual Long-Term Incentive (“LTI”) Target Compensation).
◦The Awards that have a grant date tied to your Swiss Contract Commencement Date (the “Initial Awards”) will be governed by the terms and conditions of the Lucid Group, Inc. Amended and Restated 2021 Stock IncentivePlan,asamendedorrestatedfromtimetotime(the“Plan”)andthe applicableawardagreements,regardlessofwhethertheyaregrantedunderor outside of the Plan.
•AnnualLTITargetCompensationFor2027andThereafter:Youwillbeeligibleto receive future annual LTI awards, beginning in 2027, with a target grant value of $9,500,000,providedthatsuchtargetgrantvalueissubjecttoupwardordownward adjustmentintheBoard’sdiscretion,basedonyourindividualperformanceandthe Company’s performance.
TheAwardswillbesubjectinallrespectstothetermsandconditionsoftheapplicableequity incentive plan (the Plan or any successor plan) and award agreements, which you will be required to enter into to receive the Awards. To the extent permitted by the Plan and the applicableawardagreements,theBoardortheCompensationCommitteemaydetermineinits discretion to settle all or any portion of the Awards in a cash equivalent.
EmployeeBenefits
EffectiveasoftheHireDate,youwillbeeligibletoparticipateintheCompanyemployee benefit plans that the Company makes available to similarly situated employees, as such employee benefit plans may be amended from time to time. The Company provides a competitive benefit package that currently includes major medical, vision, and dental insurance plans, paid time off, flexible spending account and a 401(k) program. The eligibility dates of the benefits are as follows:
▪ Grouphealthinsurancebenefits:commenceonHireDate
▪ Vacationdaysandsickdays:accrualstartsonHireDate,withfullnon-prorated2026 accrual credited on Hire Date
▪ 401(k)Plan/Flexiblespendingaccount:eligibilitystartsonHireDatebutcantakeupto 3 pay periods before any payroll deductions are actually deposited into account.
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AdditionalBenefits
AsoftheHire Date,separatefrom (andfortheavoidanceofdoubt,withoutduplicating) anybenefitsprovidedtoyouundertheSwissContractduringanyinterimperiodofinternational employment, you will be eligible to receive the following Additional Benefits for a period that spans the lesser of (x) your service to the Company and (y) the period specified in this “Additional Benefits” section for the applicable benefit:
•Temporary Housing Benefit; Expenses Relating to Changing Primary Work Location;Payment to Defray Miscellaneous Expenses: The Company will reimburse you for documentedtemporaryhousingexpensesintheSanFranciscoBayArea(“SFBA”)upto $25,000 permonth, less applicabletaxes and withholdings, fortheperiod from theHire Date up to the six-month anniversary of the Hire Date. You will also be eligible for reimbursementofreasonableexpensesinconnectionwithestablishingaresidenceinthe SFBA, in accordance with the Company’s relocation policies that are applicable to its executive officers, as they may be amended from time to time.
•ExecutiveCarProgram:YoushallcontinuetobeeligibletoparticipateintheCompany’s executive car program, as it may be in effect or amended from time to time, pursuant to which the Company shall provide you with two Lucid vehicles for your personal and business use.
•SecurityandDriverBenefits:Youwillcontinuetobeeligibletoreceivecertainsecurity protection and driver benefits to the extent consistent with the Company’s security policies and protocols, as they may be in effect or amended from time to time.
•FinancialandTaxPlanningBenefits:EitherpursuanttothisLetterortheSwissContract (but not both), the Company will pay, or reimburse (not on a grossed up basis) you for, upto$25,000peryear,lessapplicabletaxesandwithholdings,fordocumentedexpenses you incur by seeking personal tax preparation and planning, or financial planning services from a professional advisor or advisors during your service to the Company.
•Life Insurance: You will remain eligible to elect to participate in the Company’s life insuranceplan,inaccordancewiththetermsoftheCompany’slifeinsuranceplanthat appliestotheCompany’sexecutiveofficers,asitmaybeamendedfromtimetotime.
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Severance
OnorpriortoyourHireDate,totheextentnotalreadycompletedasacomponentofthe SwissContract,youwillreceiveaParticipationAgreementontheCompany’sstandardformfor yourreviewandsignature.SubjecttoyouracceptanceofthisParticipationAgreementunderthe Severance Plan, you will be eligible for the severance benefits described in the Severance Plan and your Participation Agreement (but for the avoidance of doubt, noting that you will only be eligible for such severance pursuant to a qualified separation from employment under either the Swiss Contract (with the understanding that separation from employment under the Swiss Contract in order to commence or continue employment under this Letter shall not trigger any severance entitlement under the Severance Plan or Participation Agreement), or pursuant to this Letter, and not both). Your Participation Agreement shall reflect the following, subject to any terms and conditions set forth therein (but in any event subject to your timely execution, non-revocation, and compliance with a separation agreement and release): (a) in the event of a Non-Change of Control Termination (as defined in the Severance Plan), (i) you shall be entitled to receive 12 months of your Monthly Base Salary (as defined in the Severance Plan), (ii) payment of any unpaid annual incentive for the prior year, and (iii) payment of a prorated target annual incentive for the year of termination with the proration equal to the fraction the numerator of which is the number of days elapsed since the first day of the year and the date of termination and the denominator of which is 365, further adjusted by the financial performance of Lucid Group,Inc.fortheyearoftermination(assumingforthispurposeyourindividualperformanceis at target); and (b) in the event of a Change of Control Termination (as defined in the Severance Plan), (i) you shall be entitled to receive 24 months of your Monthly Base Salary and Monthly Bonus Amount (in each case, as defined in the Severance Plan) and (ii) 100% of your outstanding, unvested Company equity awards will accelerate and are eligible for acceleration under the Severance Plan. If your start date as CEO does not occur on or before December 31, 2026 for reasons other than the failure to obtain the O-1 visa, you will have incurred a ConstructiveTerminationundertheSeverancePlan.Fortheavoidanceofdoubt,therequirement thatyourelocateyourprincipalplaceofemploymenttoNewark,CaliforniauponbecomingCEO and the requirement to establish a residence in the SFBA, shall not constitute a Constructive Termination (as defined in the Severance Plan).
Location
YourprincipalplaceofemploymentwhileservingasCEOwillbeNewark,California. Youunderstandthatyou willberequiredtotravel inconnectionwiththeperformanceofyour duties as the business requires.
Indemnification
As a senior executive of the Company, you will receive the same or comparable indemnificationprotectionsanddirectors’andofficers’liabilityinsurancecoverageasthat provided to the Company’s other senior executives.
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StockOwnershipGuidelines
YouwillbeexpectedtomaintaincompliancewiththeCompany’sStockOwnership Guidelines, as in effect from time to time.
DirectorServiceandCompensation
TheBoardshallappointyoutotheBoardonyourSwissContractCommencementDate and will use its reasonable efforts to cause you to be re-elected to the Board whileyou serve as CEO. If the Board fails to nominate you as a director at the expiration of any particular term without Cause (as defined under the Severance Plan), you will have incurred a Constructive TerminationundertheSeverancePlan.Youwillnotearnanycompensationforyourserviceon the Board while you are employed by the Company pursuant to this Letter.
ConfidentialInformationandInventionAssignmentAgreement;ArbitrationAgreement
Your acceptance of this offer and commencement of employment with the Company is contingentupontheexecution,anddeliverytoanofficeroftheCompany,oftheCompany’s(i) ConfidentialInformationandInventionAssignmentAgreementand(ii)ArbitrationAgreement, in each case, prior to or on the Hire Date.
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AdditionalConfidentialityRestrictions
Inconnectionwithyourcandidacy,youhavepreviouslyreceived,andwillhaveaccessin thefutureto,confidentialinformation,whetherornotreducedtowrittenorrecordedform,thatis relatedtotheCompany,LucidGroup,Inc.ortheiraffiliatedentities(collectively,the“Company Group”) and that is not generally known or accessible to members of the public and/or competitors of the members of the Company Group and not intended for general dissemination (the “Confidential Information”), including without limitation, information about the Company Group’s operations, processes, procedures, trade secrets, employee information, technology, marketing techniques, advertising techniques, know-how, finances, business plans, strategy, costs, pricing, sales, investor communications, customer lists, the needs and demands of customers, and vendor lists.You will not, directly or indirectly, disclose, furnish, or make availableanyConfidentialInformation(regardlessofhowyoulearnedofitorwhodevelopedit), without the Company’s or Lucid Group, Inc.’s prior written approval; provided, however, that you will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret of the Company Group that (a) is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to your attorney and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (b) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding.You understand that if you file a lawsuit for retaliation by any member of the Company Group for reporting a suspected violation of law, you may disclose the trade secret to your attorney, as applicable, and use the trade secret information in the court proceeding if you (x) file any document containing the trade secret under seal, and (y) do not disclose the trade secret, except pursuanttocourtorder.NothinginthisLetterisintendedtoconflictwith18U.S.C.§1833(b)or create liability for disclosures of trade secrets that are expressly allowed by such section. Further, nothing herein shall prohibit you from (A) voluntarily communicating with, including forthepurposesoffilingachargeorcomplaint,orparticipatinginaninvestigationorproceeding conducted by, any law enforcement, federal, state or local governmental agency, or self-regulatory organization, (B) seeking or recovering a U.S. Securities and Exchange Commission whistleblower award as provided under Section 21F of the Exchange Act or any other whistleblower award, or (C) discussing or disclosing information about unlawful acts in the workplace, such as harassment or discrimination or any other conduct that you have reason to believe is unlawful, in each case, without advance notice to the Company Group.These restrictions concerning Confidential Information shall remain in effect until the date your Confidential Information and Invention Assignment Agreement with the Company becomes effective, provided that, if you do not enter into a Confidential Information and Invention AssignmentAgreementwiththeCompany,theserestrictionsshallcontinuetobebinding following the termination of this Letter.
ReleaseFromRestrictiveCovenants;NoOtherRestrictions
You hereby represent that you are not subject to any restrictive covenants that could prevent,hinderorinterferewithyouracceptanceofthisofferortheexerciseofyourbestefforts in the performance of your duties to the Company or any of its affiliates.
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RecoupmentPolicy
You acknowledge and agree that any Covered Compensation (as defined in the Company’s Compensation Recoupment Policy (as may be amended from time to time, the “RecoupmentPolicy”))thatyoureceiveinthefuturefromtheCompanyoritsaffiliatesshallbe subject to the Recoupment Policy.
Section409A
This Letter and the payments and benefits referenced herein are intended to be exempt from,ortotheextentsubjectthereto,complywithSection409AoftheInternalRevenueCodeof 1986, as amended (the “Code”) and the regulations and guidance promulgated thereunder (collectively, “Section 409A”) and, accordingly, to the maximum extent permitted, this Letter will beinterpreted to bein compliancetherewith. Notwithstanding anything in this Letteror any other agreement providing compensatory payments to you to the contrary, if you are deemed by the Company at the time of your “separation from service” with the Company within the meaningofSection409A(“SeparationfromService”)tobea“specifiedemployee”forpurposes of Section 409A, any payment of compensation or benefits to which you are entitled under this Letter or any other compensatory plan or agreement that is considered nonqualified deferred compensation under Section 409A payable as a result of your Separation from Service will be delayed to the extent required in order to avoid a prohibited distribution under Section 409A until the earlier of (i) the expiration of the six-month period measured from the date of your Separation from Service with theCompany or(ii)thedateofyourdeath. Upon thefirst business day following the expiration of the applicable Section 409A period, all payments deferred pursuant to the preceding sentence will be paid in a lump sum to you (or your estate or beneficiaries), and any remaining payments due to you under this Letter or any other compensatory plan or agreement will be paid as otherwise provided herein or therein. For purposes ofSection 409A, each amount to bepaid orinstallment orbenefit to beprovided under this Letter will be construed as a separate identified payment. To the extent that any reimbursements under this Letter are subject to Section 409A, any such reimbursements payable toyoushallbepaidtoyounolaterthanDecember31oftheyearfollowing theyearinwhichthe expensewasincurred;provided,thatyousubmityourreimbursementrequestpromptlyfollowing the date the expense is incurred, the amount of expenses reimbursed in one year shall not affect the amount eligible for reimbursement in any subsequent year, other than medical expenses referred to in Section 105(b) of the Code, and your right to reimbursement under this Letter will not be subject to liquidation or exchange for another benefit.
At-WillEmployment
Your employment with the Company is “at will,” and thus you or the Company may terminate your employment relationship at any time, with or without cause or advance notice. Subject to your rights under the Severance Plan, the Company reserves the right to change your position,duties,compensation,and/oremployeebenefitsatanytimeonaprospectivebasis.This offer shall be governed by and construed under the laws of the state of California.
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IntegrationandModification
This Letter, together with any other documents described herein, sets forth the terms and conditions of our offer of employment with the Company, and supersedes any prior representations,agreementsorcommunicationsconcerningyouremploymentwiththeCompany, whether written or oral. You acknowledge and agree that, in accepting this offer and signing below, you have not relied upon any statement, promise, agreement or representation not set forth in this Letter or the other documents described herein.
Severability
If any provision of this Letter is held to be invalid, illegal, or unenforceable, such provision shall be fully severable; this Letter shall be construed and enforced as if such illegal, invalid, or unenforceable provision had never comprised a portion of this Letter; and the remainingprovisionsofthisLettershallremaininfullforceandeffectandshallnotbeaffected by the illegal, invalid, or unenforceable provision or by its severance from this Letter.
Counterparts
ThisLettermaybeexecutedinseveralcounterparts,eachofwhichshallbedeemedtobe an original, but all of which together will constitute one and the same Letter. Signatures delivered by facsimile or by electronic PDF shall be deemed effective for all purposes.
WewelcomeyoutoLucidMotorsandlookforwardtoworkingwithyou.Wetrustthatit willbeamutuallyrewardingexperience.Pleaseconfirmyouracceptanceofthisofferbysigning and dating this offer on the space below and returning it to me.
[SignaturePageFollows]
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| Sincerely, | |||||
| /s/ Turqi Alnowaiser | |||||
| Turqi Alnowaiser | |||||
| Chairman of the Board of Lucid Group, Inc. |
I have read and understand the terms and conditions set forth in this offer. Furthermore, in choosingtoacceptthisemploymentwithLucidUSA,Inc.(dbaLucidMotors),IagreethatIam not relying on any representations, whether verbal or written, except as specifically set forth in this offer.
| /s/ Silvio Napoli | ||
| Silvio Napoli | ||
| April 9, 2026 | ||
| Date |