Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 26, 2021, Lordstown Motors Corp. (the “Company”)
announced that the Board of Directors of the Company appointed Daniel Ninivaggi as Chief Executive Officer of the Company and as a member
of the Board of Directors of the Company, each effective immediately. Angela Strand, who has been serving as Executive Chair of the Company’s
Board of Directors, will continue as Non-Executive Chair of the Board.
Mr. Ninivaggi, age 57, currently serves as the Chairman of
Garrett Motion Inc., since April 2021 and has served as an independent consultant since December 2019. Mr. Ninivaggi
served as Chief Executive Officer of Icahn Automotive Group, LLC and Managing Director of Icahn Enterprises L.P. (“IEP”)
– Automotive Segment from March 2017 through August 2019. Prior to that, Mr. Ninivaggi served
as Co-Chairman and Co-CEO of Federal-Mogul Holdings Corp., an automotive supplier. Mr. Ninivaggi was
President and Chief Executive Officer of IEP between 2010 and 2014. Mr. Ninivaggi has served as a director of numerous public
and private companies, including Hertz Global Holdings, Inc. (from September 2014 to June 2021), Navistar International Corporation
(from August 2017 to October 2018), Icahn Enterprises G.P. Inc., CVR GP, LLC, XO
Holdings, Tropicana Entertainment Inc., Motorola Mobility Holdings Inc., and CIT Group, Inc. Prior to joining IEP,
Mr. Ninivaggi spent six years at Lear Corporation, holding various executive positions. Mr. Ninivaggi began his career at
Skadden, Arps, Slate, Meagher & Flom LLP before joining Winston & Strawn LLP, where he became partner. He holds a
Bachelor of Arts degree from Columbia University, an MBA from the University of Chicago Graduate School of Business, and a Juris
Doctor degree (with distinction) from Stanford Law School.
Mr. Ninivaggi will provide the Board of Directors of the Company with
leadership skills and significant management, strategic and operational experience through his positions as Chief Executive Officer of
IEP, Chief Executive Officer of Icahn Automotive Group LLC, Co-Chief Executive Officer and Co-Chairman of Federal-Mogul Holdings Corp.,
Chairman of Garrett Motion Inc. and as a director and officer of multiple public and private companies.
On August 26, 2021 (the “Effective Date”), in connection
with Mr. Ninivaggi’s appointment as the Company's Chief Executive Officer, Mr. Ninivaggi and the Company entered into an employment
agreement (the “Employment Agreement”) pursuant to which Mr. Ninivaggi will receive an annual salary of $750,000 and an annual
bonus with an annual target bonus equal to 125% of his annual salary, based on Company and individual performance and subject to the discretion
of the Board of Directors or a committee thereof. For the fiscal year ending December 31, 2021, Mr. Ninivaggi will be entitled to receive
an annual bonus that is equal to no less than Mr. Ninivaggi’s annual target bonus, prorated based upon the number of days from the
Effective Date through December 31, 2021, subject to his continued employment.
Under Mr. Ninivaggi’s employment agreement, if his employment
is terminated by the Company without “cause” or by Mr. Ninivaggi for “good reason”, Mr. Ninivaggi is entitled
to receive, subject to his execution and non-revocation of a general release of claims, an amount equal to 12 months of base salary, accelerated
vesting of all outstanding and unvested equity awards and 12 months of continued health insurance coverage. In addition, if Mr. Ninivaggi’s
employment is terminated for any reason other than (i) “cause” or (ii) Mr. Ninivaggi’s resignation without “good
reason”, Mr. Ninivaggi is entitled to receive any actual bonus earned but unpaid as of the date of termination and a prorated target
bonus for the year of termination. Pursuant to his employment agreement, Mr. Ninivaggi is also subject to certain restrictive covenants,
including (i) perpetual confidentiality and non-disparagement covenants, (ii) an assignment of inventions covenant and (iii) non- competition
and customer and employee non-solicitation covenants during and for the two-year period following any termination of employment.
In connection with Mr. Ninivaggi’s appointment as the Company's
Chief Executive Officer, Mr. Ninivaggi will receive an award of 700,000 stock options with an exercise price equal to the closing price
on the business day immediately preceding the Effective Date and 700,000 restricted stock units, in each case granted under the Company’s
2020 Equity Incentive Plan, which will vest over three years on each of the first, second and third anniversary of the grant date, subject
to Mr. Ninivaggi’s continued employment through each vesting date.
The foregoing description does not purport to be complete and is subject
to, and qualified in its entirety by, the full text of the Employment Agreement, a copy of which is filed hereto as Exhibit 10.1 and is
incorporated herein by reference.
A copy of the press release the Company issued regarding the appointment
of Mr. Ninivaggi as Chief Executive Officer is attached hereto as Exhibit 99.1.