Exhibit 10.11
| Employment Agreement |
byand between
| LucidSwitzerlandAG | (theCompany) | ||||
| c/oCSCCorporateServices(Suisse)GmbH, | |||||
| Zweigniederlassung Zürich | |||||
| Limmatquai72 | |||||
| 8001Zürich |
and
| Silvio Napoli | |||||
| (you or the Executive) | |||||
| Kroenleinstrasse448044Zurich |
| (The Company and the Executive are also referred to as Partyor Parties.) |
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Employment Agreement between Lucid Switzerland AG and Silvio Napoli
TableofContents
| 1. | Condition Precedent | 3 | |||||||||
| 2. | Commencement Date and Termination | 3 | |||||||||
| 3. | Cooperation and Good Faith Efforts for U.S. Work Authorization | 3 | |||||||||
| 4. | Function, Duties and Responsibilities | 4 | |||||||||
| 5. | Group Structure | 4 | |||||||||
| 6. | Work for Third Parties | 4 | |||||||||
| 7. | Officer Position / Conflict of Interest | 4 | |||||||||
| 8. | Place of Work | 5 | |||||||||
| 8.1. Placeof WorkandBusinessTrips | 5 | ||||||||||
| 8.2. DataSafetyregardingRemote Working | 5 | ||||||||||
| 8.3. RemoteWorking Allowance | 5 | ||||||||||
| 9. | Compensation | 5 | |||||||||
| 9.1. Base Salary | 5 | ||||||||||
| 9.2. Equity-based Awards | 6 | ||||||||||
| 9.2.1. NewHirePerformance-Based StockOptions | 6 | ||||||||||
| 9.2.2. AnnualLong-TermIncentive (“LTI”)TargetCompensation | 7 | ||||||||||
| 9.3. Up-FrontIncentivePayment | 8 | ||||||||||
| 10. | Benefits | 8 | |||||||||
| 10.1. Executive CarProgram | 8 | ||||||||||
| 10.2. SecurityandDriver Benefits | 8 | ||||||||||
| 10.3. FinancialandTaxPlanningBenefits | 9 | ||||||||||
| 10.4. LifeInsurance | 9 | ||||||||||
| 11. | Severance | 9 | |||||||||
| 12. | Deductions | 9 | |||||||||
| 13. | Release from Work (Garden Leave) | 10 | |||||||||
| 14. | Obligation to Return Work Equipment | 10 | |||||||||
| 15. | Woking Time | 10 | |||||||||
| 15.1. General | 10 | ||||||||||
| 15.2. AdditionalWork | 10 | ||||||||||
| 16. | Vacation | 11 | |||||||||
| 17. | Incapacity to Work and Insurances | 11 | |||||||||
| 17.1. ObligationtoNotify | 11 | ||||||||||
| 17.2. Medical Certificate | 11 | ||||||||||
| 17.3. Salaryin case ofExecutive’sIncapacitytoWorkdueto Illness | 11 | ||||||||||
| 17.4. Salaryin case ofExecutive’sIncapacitytoWorkdueto Accident | 12 | ||||||||||
| 17.5. PensionPlan | 12 | ||||||||||
| 18. | Intellectual Property Rights and Work Results | 12 | |||||||||
| 19. | Data Protection | 13 | |||||||||
| 20 | Confidentiality | 13 | |||||||||
| 21 | Instructions and Policies | 13 | |||||||||
| 22. | Miscellaneous | 13 | |||||||||
| 22.1. Entire Agreement | 13 | ||||||||||
| 22.2. Amendments | 13 | ||||||||||
| 22.3. ApplicableLaw | 13 |
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Employment Agreement between Lucid Switzerland AG and Silvio Napoli
1. ConditionPrecedent
This Employment Agreement shall be conditional upon the Executive having duly executedtheofferletterwithLucidUSA,Inc.(theU.S.OfferLetter).ThisEmployment Agreement shall only enter into force upon valid execution of the U.S.Offer Letter by the Employee.
2. CommencementDateandTermination
TheEmploymentAgreementstartson15April2026(theCommencementDate), shall be concluded for a maximum term and shall, subject to a prior termination as per the next paragraph, end automatically on December 31, 2026 (the End Date).
AnyextensionoftheEndDateorachangeintoanindefiniteEmploymentAgreement requires a written agreement of both Parties.
Aprobationperiodiswaived.
During the fixed-term of the Employment Agreement and before the End Date, TheEmploymentAgreementmaybeterminatedbyeitherPartywithanoticeperiod of 1 (one) month.
Notwithstanding the foregoing, this Employment Agreement shall automatically terminateonthedayimmediatelypriortothedateonwhichtheExecutive’sU.S. employmentagreementaspertheU.S.OfferLetterentersintoforce.TheParties agree that such automatic termination requires no further notice or action byeither Party.
3. CooperationandGoodFaithEffortsforU.S.WorkAuthorization
Consistent with the mutual commitment of Lucid Group, Inc. and the Executive to cooperate fully and promptly with each other and with Company counsel in thepreparationandfilingofanyrequiredimmigrationpetitionsandapplications, including providing accurate information and supporting documentation, the Executive agrees to act in reasonable good faith to facilitate the timely processing and completion of allrequirementsfor obtainingthe O-1 work visa necessary for employment in the United Statesunder the U.S. Offer Letter.Thisincludes,without limitation, attending any required interviews at the U.S. consulate and providing any necessary documentation in a timely manner. The Executive’s efforts shall be coordinated with the Company or any Group Company (as defined below) to align with a mutually agreed date for the commencement of the Executive’s U.S. employmentundertheU.S. Offer Letter and, if applicable,theExecutive’s appointment as the CEO of Lucid Group, Inc.
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Employment Agreement between Lucid Switzerland AG and Silvio Napoli
4. Function,DutiesandResponsibilities
You shall assume the function as Executive Director. The duties and responsibilities arising thereof include all tasks customarily or reasonably incidental to such function and those expressly mentioned in the Employment Agreement. The function may be adjusted by the Company at any time to reflect current circumstances. The Company may assign you any other, additional or new duties or responsibilitiesconsistentwithyourfunctionasdeemedreasonableorappropriate by the Company in the course and fulfilment of its business.
Youundertaketouseyourentireworkingabilitytofulfilyourcontractualobligations and to loyally safeguard and foster the business and the interests of the Company.
5. GroupStructure
You acknowledgethatthe Company ispart ofa groupofcompaniesultimately controlledbyLucidGroup,Inc.(eachsuchcompanyincludingtheholdingcompany a Group Company, together the Group). You acknowledge that you will needto workwithotherofficersofotherGroup Companies. You acknowledge thatthisdoesnotcreateseparateemploymentrelationshipswithotherGroup Companies.
6. WorkforThird Parties
Youarenotentitledtoworkforanythirdpartyortoengageinanygainfulorunpaid employment, whether full-time or part-time, for the duration of the Employment Agreement without the prior written approval of the Company.
Thesameappliestotheholdingofpublicofficesaswellasanyparticipationin companies of more than 5%.
Membershipoftheboardsofdirectorsofothercompaniesandotherinstitutions that arerelated tothebusinesspurposeofthe Companyor aGroup Company or otherwiseaffectthe interestsoftheCompany oraGroup Companyalso requires the prior written consent of the Company.
7. OfficerPosition/ConflictofInterest
You may have to act as an officer, director or in any other corporate function withintheCompanyoranyGroupCompany. Inparticular,theBoardofDirectors of Lucid Group, Inc. (the “Board”) shall appoint you to the Board on April 15, 2026, and you agree to accept such appointment. You will be a member of the Executive Committee of the Board as well.
Following your termination of employment with the Company and all Company Group members, you will retire from such functions within the Company or any GroupCompanyandsignthenecessarydocumentationuponfirstrequestofthe Company.
The Base Salary as defined in Section 9.1 includes any and all remuneration for suchfunctionsandpositions.Incasethelawprovidesforamandatoryremuneration, the Company will decide in consultation with its professional tax advisors whethersuchcompensationshallbeforwardedtotheCompanyorbesetoff against the Base Salary as defined in Section 9.1.
Within theframeworkof the performanceof yourdutiesunder the Employment Agreement and when carrying out any such functions, you shall avoid any conflict of interest and inform the Company immediately if any potential conflict of interest arises. A conflict of interest arises especially in case of a participation in orincaseofapersonalrelationshipwithsuppliersorclientsoftheCompanyora Group Company.
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Employment Agreement between Lucid Switzerland AG and Silvio Napoli
8. PlaceofWork
8.1. PlaceofWorkandBusinessTrips
Yourprincipalplaceofworkshallgenerallybeatyourplaceofresidencein Switzerland.
You understand and agree that you may be required to travel to and work in otherplacesandcountriesinordertoperform yourobligationsanddutiesunder theEmploymentAgreement. Inparticular,youshallbeobligedtogoonbusiness trips within and outside of Switzerland.
8.2. DataSafetyregardingRemoteWorking
Youareobligedtohavethenecessarytechnicalconnectiondevicesavailablein your office at home.
Atyourofficeathome, youarerequiredtopayparticularattentiontotheprotectionofdataandinformationwithrespecttothirdparties. Youundertaketo observeandapplythestatutoryprovisionsandtheCompany’sinternalregulations on data protection and data security. ln particular, you must ensure that third parties cannot gain access to confidential information and passwords.
Youagreetostoreandsafeguardallworkequipmentanddocumentsprovidedin such a way that any access by third parties, including in particular by persons living in the common household with you, is excluded. Confidential documents must be kept locked up.
8.3. RemoteWorkingAllowance
You shall receive a flat allowance of USD $400 gross per month to cover all costs oftheofficeathome(rent,electricity,phone,internet,useoffurnitureandwork equipment not provided etc.) (Remote Working Allowance).
9. Compensation
9.1. BaseSalary
Youshallreceiveanannualbasesalary (theBaseSalary)equivalentto USD$1,500,000gross,earnedandpayablein12(twelve) monthlyinstalments (adjusted pro-rata for any partial months).
TotheextentnecessarytocomplywithSwissLaborLaw,anycompensationdetailsofthisAgreementwillbefinalizedbeforethefirstmonthlyinstalmentpayment of your Base Salary.
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Employment Agreement between Lucid Switzerland AG and Silvio Napoli
9.2. Equity-basedAwards
9.2.1. New Hire Performance-Based Stock Options
You are eligible to participate in the Lucid Group, Inc. Amended and Restated 2021 Stock Incentive Plan, as amended or restated from time to time (the Plan).
You expressly acknowledge that you do not have any right or claim under the Plan against the Company, but only against Lucid Group, Inc. Further, you expressly acknowledge that the Plan and any grants issued under the Plan are subject to the jurisdiction/arbitration and applicable law as per the Plan and do not form part of this Employment Agreement.
You are eligible to receive a one-time grant of performance-based stock options with respect to 1,000,000 Class A shares of common stock (Shares) of Lucid Group, Inc. upon the Commencement Date (the New Hire PSOs). The New Hire PSOs may not be exercised following the 10th anniversary of their grant date, and they shall be granted with a per Share exercise price equal to the closing price of a Share on the Nasdaq Stock Market (Nasdaq) on their grant date. Only Lucid Group, Inc. is the issuer of such a grant.
The New Hire PSOs will be subject to time-based vesting and performance-based vesting conditions and will only be exercisable to the extent they have satisfied both the time-based and performance-based vesting conditions. The performance period for the New Hire PSOs will commence on the Commencement Date and end on the fifth anniversary of the Commencement Date (the Performance Period, and such last day of the Performance Period, the Fifth Anniversary). The New Hire PSOs will be segmented into five tranches and the performance-based vesting condition for a tranche will be satisfied if such tranche’s Market Capitalization Performance Hurdle (as defined below) is achieved during the Performance Period, with performance-based vesting to occur upon the Board or the Compensation Committee’s certification of the achievement of the Market Capitalization Performance Hurdle (the date of such certification, the Performance-Based Vesting Date). To the extent the Performance-Based Vesting Date for a given tranche has occurred on or before the Applicable Anniversary (as defined below) for such tranche, such tranche will time vest on its Applicable Anniversary, subject to your continued employment with the Company or a Group Company through such time-vesting date. To the extent the Performance-Based Vesting Date for a given tranche occurs after its Applicable Anniversary but before the end of the Performance Period (or, to the extent the Market Capitalization Performance Hurdle was achieved prior to the end of the Performance Period but performance had not been certified by the Board or Compensation Committee prior to the end of the Performance Period, the Performance-Based Vesting Date shall be deemed to occur as soon as practicable following the end of the Performance Period), such tranche will vest on its Performance-Based Vesting Date, subject to your continued employment with the Company or a Group Company through the Performance-Based Vesting Date. If the time-based and performance-based vesting conditions for a tranche are met, the New Hire PSOs will be exercisable with respect to 200,000 Shares for such tranche.
•The “Market Capitalization Performance Hurdle” for a given tranche of the New Hire PSOs means the following Average Market Capitalization (as defined below) is achieved during the Performance Period: (i) $5.0 billion for tranche 1; (ii) $7.5 billion for tranche 2; (iii) $10.0 billion for tranche 3;
(iv) $12.5 billion for tranche 4 and (v) $17.5 billion for tranche 5. The Market Capitalization Performance Hurdle will only be satisfied if Lucid Group, Inc.’s Average Market Capitalization during the Performance Period while the New Hire PSOs are outstanding meets or exceeds the Market Capitalization Performance Hurdle applicable to such tranche. There will be no interpolation between Market Capitalization Performance Hurdles.
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Employment Agreement between Lucid Switzerland AG and Silvio Napoli
o “Average Market Capitalization” means the volume-weighted average of Lucid Group, Inc.’s Market Capitalization (as defined below) for the 45 consecutive trading days preceding a given date.
o “Market Capitalization” shall mean the product of (x) the closing price of a Share on the Nasdaq on a given date and (y) the number of issued and outstanding Shares on such day.
•“Applicable Anniversary” shall mean (i) the second anniversary of the Commencement Date for tranche 1; (ii) the third anniversary of the Commencement Date for tranches 2 and 3; and (iii) the fourth anniversary of the Commencement Date for tranches 4 and 5.
9.2.2. AnnualLong-TermIncentive(“LTI”)TargetCompensation
YouareeligibletoparticipateinLucidGroup,Inc.’slongtermincentiveplan(the LTI Plan)
Youexpresslyacknowledgethatyoudonothaveanyrightorclaimunderthe LTI Plan against the Company, but only against Lucid Group, Inc. Further, you expressly acknowledge that the LTI Plan and any grants issued under the LTI Plan are subject to the jurisdiction/arbitration and applicable law as per the LTI Plan and do not form part of this Employment Agreement.
SubjecttotheissuanceofagrantbyLucidGroup,Inc.,you maybeeligibletoreceive a 2026 AnnualLTIAward with atarget grant value of USD $9,500,000 (the 2026 Annual LTI), which will be structured as follows:
•USD$3,800,000ofthetargetgrantvalueofthe2026AnnualLTIawardwill be in the form of restricted stock units (the 2026 Annual LTI RSUs) with a grant date of the Commencement Date, which will vest over four years, with 1/4 vesting on the first Company Vesting Date (as defined below) to occurfollowingthefirstanniversaryofthegrantdateand1/16ofthetotal 2026 Annual LTI RSUs vesting quarterly thereafter on the 12 Company Vesting Dates that occur following the first vesting date, subject to your continued employment with the Company or a Group Company through each vesting date. “Company Vesting Date” means March 5, June 5, September 5, and December 5 of each calendar year.
•USD$5,700,000ofthetargetgrantvalueofthe2026AnnualLTIawardwill be in the form of performance-based restricted stock units (assuming target performance) (the 2026 Annual LTI PSUs), which will be granted on the date other Lucid Group, Inc. executive officers are granted annual performance-based restricted stock unit grants in 2026. The 2026 Annual LTI PSUs will be on the same terms and conditions (including, without limitation, time-based and performance-based vesting conditions, performance goals, and other terms and conditions, as applicable) that apply to the annual performance-based restricted stock unit grants to other Lucid Group, Inc. executive officers. The number of shares subject to the 2026 AnnualLTI PSUs will be determined using Lucid Group, Inc’s. standard conversion methodology. For the avoidance of doubt, the per-share price used to determine the number of PSUs will be based on the 30-day VWAP on the CommencementDate(irrespectiveofthefactthatthegrantdatewilloccur at a later time).
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Employment Agreement between Lucid Switzerland AG and Silvio Napoli
9.3. Up-FrontIncentivePayment
TheExecutiveshallreceiveanup-frontpaymentinthegrossamountof USD $1,000,000 (the Up-Front Incentive Payment), subject to any required deductionsorwithholdings, intendedtocoverthe Executive’slegalfees,expenses and allother costsassociatedwithassumingemploymentwiththe Company as well as establishing a residence in the U.S. in order to start employment under the U.S. Offer Letter with Lucid Group Inc.
The Parties agree that the Up-Front IncentivePayment is intended to fullysatisfy andcoverallsuchcosts,andthe Executive shallhavenofurtherclaimsorentitlementtoreimbursementforanyexpensesinconnectionwiththesematters other than expenses deemed reimbursable under the Group’s policies and protocols,as they may be in effect or amended from time to time. This payment shall be paidatadatemutuallyagreedbythepartiesafter the CommencementDate and after consultation with tax advisors, but not later than 30 days after the date on which Executive’s O-1 work visa has been obtained.
10. Benefits
10.1. ExecutiveCarProgram
You shall be eligible to participate in the Group’s executive car program, as it maybeineffectoramendedfromtimetotime,pursuanttowhichthe Group shall provide you with two Lucid vehicles for yourpersonal and business use.
10.2. SecurityandDriverBenefits
Youwillbeeligibletoreceivecertainsecurityprotectionanddriverbenefitsto theextent consistent with the Group’s securitypolicies and protocols, asthey may be in effect or amended from time to time.
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Employment Agreement between Lucid Switzerland AG and Silvio Napoli
10.3. FinancialandTaxPlanningBenefits
The Group will pay, or reimburse (not on a grossed up basis) you for, up to USD$25,000peryear,lessapplicabletaxesandwithholdings,fordocumented expensesyouincurbyseekingpersonaltaxpreparationandplanning,orfinancial planning services from a professional advisor or advisors during your service to the Company.
10.4. LifeInsurance
YoumayelecttoparticipateintheGroup’slifeinsuranceplan,inaccordance with thetermsof the Company’slife insuranceplan thatappliestothe Company’s executive officers, as it may be amended from time to time.
11. Severance
You will be eligible to participate in the Severance Plan following your Commencement Date. Prior to or upon the Commencement Date, you will receive a Participation Agreement on the Group’s standard form for your review and sig-nature. Subject to your acceptance of this Participation Agreement under the Severance Plan, you will be eligible for the severance benefits described in the SeverancePlanand yourParticipation Agreement.Your Participation Agreement shall reflect the following: (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 equaltothefractionthenumeratorofwhichisthenumberofdayselapsedsince 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. for the year of termination (for this purpose assuming your personal performance is achieved 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 any outstanding, unvested equity awards in Lucid Group, Inc. will accelerate and are eligible for acceleration undertheSeverancePlan.Fortheavoidanceofdoubt,yourseparationfromemployment under this Employment Agreement in order to commence employment under the U.S. Offer Letter shall not trigger any severance entitlement under the Severance Plan or Participation Agreement.
12. Deductions
FromanyandallcompensationpaidtoyoubytheCompany,theapplicable Executive contributions asper statutory laws, applicable regulationsand this Employment Agreement, as well as withholding taxes, if any, will be deducted and with-held by the Company from the payments made to you.
Thereimbursementissubjecttothetermsof thereimbursementpoliciesofthe Company, issued and unilaterally amended from time to time.
DuringthetermofthisAgreement,theCompanywillreimburseyouforthecost of your private health insurance for you and your spouse.
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Employment Agreement between Lucid Switzerland AG and Silvio Napoli
13. ReleasefromWork(GardenLeave)
The Company may at any time and with immediate effect release you from the dutytowork.Insuchcase, youcontinuetobepaidtheBaseSalary. Anyovertime and time compensation entitlements, if any, and vacation shall (in the order in which they are listed, i.e. starting with any overtime entitlements) be offset againstthe timeofrelease fromwork. TheCompanymaysetforthfurther conditions applying to the release from duties.
14. ObligationtoReturnWorkEquipment
At the Company’s first request, but in any case at the latest at your last working day, you shall return to the Company everything you produced in the course of your work for the Company, everything which was given to you throughout the course of the Employment Agreement and everything which otherwise fell into your possession. The obligation to return work equipment includes in particular butisnotlimitedtokeys,mobilephones,laptops,badgesaswellasdatacarriers and recordsof any kind, including any copies.Anypossibleretention right of the Executive is explicitly waived.
Likewise,youareobligatedtoirrevocablydeleteall confidentialandproprietary information within the meaning of Section 20 stored on private data carriers at the Company's first request, but no later than upon termination of the Employment Relationship.
15. WorkingTime
15.1. General
Youshallbeworkingfull-time(100%).Theweeklyworkingtimedependsonthe needs to perform the position successfully but isat least 42 hours per week on an average basis.
Theworkinghourdetailsmaybesetforthinworkingtimeregulations,asimplemented and/or amended by the Company from time to time.
15.2. AdditionalWork
Youshallworkadditionalhours,ifthisisnecessarytofulfilyourdutiesunderthis Employment Agreement.
The Base Salary as defined in Section 9.1 includes any and all remuneration for overtime and the first 60 extra hours per calendar year, and you shall have no entitlement to additional compensation for overtime and/or the first 60 extra hours,whetherincashorinkind. Fromthe61stextrahourpercalendaryear, you shall be obliged to compensate extra hours with time off of the same duration within one calendar year. You shall not be entitled to payment of extra hours from the 61stextra hour.
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Employment Agreement between Lucid Switzerland AG and Silvio Napoli
16. Vacation
Youareentitledto25(twenty-five)businessdaysofvacationpercalendaryear during the term of this Employment Agreement.
FortheyearinwhichtheEmploymentAgreementbeginsorends,thevacation entitlement is calculated pro rata temporis.
The U.S. Offer Letter terms will control any vacation entitlement for future years inaccordancewiththeGroup’spoliciesandprotocols,astheymaybeineffector amended from time to time.
ItisyourdutytorefundtotheCompanyanyvacationsalaryreceivedforvacation days in excess of your vacation entitlement.
17. IncapacitytoWorkandInsurances
17.1. Obligationto Notify
You shall notify the Company immediately about any incapacity to work and its probable duration, stating the respective personal circumstances (including, but notlimitedto,expecteddurationofincapacitytowork, inabilitytotakevacation, information on workplace-related incapacity to work).
17.2. MedicalCertificate
If your incapacity to work due to illness or accident exceeds 3 (three) business days, you shall without request immediately inform the Company of the medicallycertifieddurationofyour absenceandprovideamedicalcertificatenolater than 24 hours after your medical consultation.
The Company reserves the right to request a medical certificate even in the event of a shorter duration of incapacity to work. Once notice has been given, you shall in any case be obliged to furnish a medical certificate to the Company fromthefirstdayofincapacitytowork. Youmustsubmitthismedicalcertificate to the Company no later than 24 hours after the medical consultation.
Failuretoprovidethe medicalcertificatewithintheabovetimeframesmayresult in disciplinary measures, up to and including immediate termination.
Inallcasesofillnessandaccident,theCompanyisentitledtoask youtobeexamined by an independent medical examiner of the Company’s choice at the Company’s expense.
17.3. SalaryincaseofExecutive’s IncapacitytoWorkduetoIllness
The Company has taken out daily sickness benefits insurance (Krankentaggeldversicherung)forthebenefitofitsemployees.Thisarrangementreplaces the Company’s statutory obligation to continue paying your salary.
In principle, the daily sickness benefits insurance provides for the following coverage:afterawaitingperiodof 30days(theWaitingPeriod),80%oftheinsured salary during up to 720 days from the start of the incapacity to work within a time frame of 900 days. The current maximum insured salary is CHF 860,400.
If youarepreventedfromworkingdueto sicknessforwhich youarenotat fault, the Company undertakes to pay 80% of your Base Salary during the Waiting Period,providedthatyouareentitledtocontinuedpaymentofsalaryunder Article 324a para 1-3 CO and the Zurich scale.
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Employment Agreement between Lucid Switzerland AG and Silvio Napoli
Youacknowledgethattheinsurancebenefitsmaybereducedafterretirement age and/or if you reside abroad.
Theinsurancepremiumforthedailysicknessbenefitsinsurance ispaidonehalf each by the Company and yourself.
In any event, the Company's continued payment of salary is limited to a maxi-mum entitlement, together with any insurance benefits, at the same net salary as would have been payable had you not been incapacitated for work. Other-wise,theCompanyisentitledtoreducethesalarybyeitheraso-callednetsalary adjustment (Nettolohnausgleich) or a gross wage cap (Bruttolohnkappung).
17.4. SalaryincaseofExecutive’s IncapacitytoWorkduetoAccident
You are insured for occupational and non-occupational accidents in accordance withstatutorylaw.TheCompanyundertakestopaythecontributionsfortheoccupational accident insurance. The contributions for the non-occupational accident insurance will be paid bythe Company. TheCompanywilldeduct your contributions from the Base Salary.
17.5. PensionPlan
Providedthat you meetthe regulatoryrequirements, you are insuredwiththe Company'scurrentpensionfundagainsttheeconomicconsequencesofretirement, disability and death in accordance with the regulations of this pension fund in force at the time.
18. IntellectualPropertyRightsandWorkResults
All workresults (inparticular,data,know-how,documentation, concepts,drafts, inventions, designs, works, applications, software, etc.) and all associated rights that you have created in the course of your professional activities, or in which you have participated in creating, belong to the Company. If the Company does not automatically become the originalowner of such rights, you undertake toirrevocably assign, and hereby assign them to the Company and, where such assignment is not possible, to grant the Company an exclusive, worldwide, transferable,perpetual,irrevocable,sublicensable,androyalty-freelicensetouseand exploit the respective work results. To the extent permitted by law, you waive the exercise of any moral rights. If you create an invention or a design in the course of your professional activities, but not in fulfillment of your contractual duties, you shall immediately inform the Company thereof in writing. The Company has the right to acquire ownership thereof in return for appropriate compensation.
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Employment Agreement between Lucid Switzerland AG and Silvio Napoli
19. DataProtection
TheCompanyinformsyouabouttheprocessingofyourpersonalinformationina privacy notice (Privacy Notice). The Company may amend the Privacy Notice and respective policies at any time.
20. Confidentiality
Youwillhaveaccesstoconfidentialand proprietaryinformationrelatingtothe business and operationsof theCompany or,anyGroup Company and their clients, in particular to business and manufacturing secrets.
You are under a strict duty to keep all confidential and proprietary information strictly and permanently confidential and, accordingly, shall not during the Employment Agreement or after termination of the Employment Agreement directly or indirectly for any purpose other than for the sole benefit of the CompanyoranyGroupCompanydisclose orpermittobedisclosedtoanythirdparty any confidential or proprietary information without first obtaining the written consent of the responsible executive and the party concerned, if applicable, except if required to do so by law.
21. InstructionsandPolicies
YouconfirmtocomplywiththeCompany’spoliciesandinstructionsatalltimes.
You acknowledge that the Company may amend existing policies unilaterally fromtimetotime,issuenewpoliciesfromtimetotimeandthatsuchotherpolicies do not form an integral part of the Employment Agreement.
22. Miscellaneous
22.1. EntireAgreement
ThisEmploymentAgreementconstitutesthecomplete agreementbetweenthe Partiesregardingitssubjectmatterandsupersedesallpriororaland/orwritten agreements, representations and/or communications concerning the subject matter hereof.
22.2. Amendments
Any amendments or supplementation of this Employment Agreement shall re-quire written form (a simple electronic signature beingsufficient,except where statutorylawprovidesotherwise) andmustbesignedbybothParties. Thewrit-ten form may be dispensed only in writing.
22.3. ApplicableLaw
This Employment Agreement shall be construed in accordance with and governedbySwisslaw(withoutgivingeffecttotheprinciplesofconflictsoflaw).
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Employment Agreement between Lucid Switzerland AG and Silvio Napoli
In the event of any conflict between this Employment Agreement and applicable mandatorySwisslaw,theCompanyshallhavetherighttounilaterallymodifythis Employment Agreement to the extent necessary to comply with Swiss law.
| Company | Lucid Switzerland AG | |||||||||||||
| April 9, 2026 | /s/Turqi Alnowaiser | |||||||||||||
| date | Name: Turqi Alnowaiser | |||||||||||||
| Title: Chairman of the Board of Lucid Group, Inc. | ||||||||||||||
| Executive | ||||||||||||||
| April 9, 2026 | /s/ Silvio Napoli | |||||||||||||
| date | Silvio Napoli |
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