Item 5.02.
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Departure of
Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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Appointment
of Walter J. (“Chuck”) McBride as Chief Financial Officer
On
November 2, 2021, Faraday Future Intelligent Electric Inc. (the “Company”) announced the appointment of Walter J.
(“Chuck”) McBride as Chief Financial Officer of the Company, effective as of November 1, 2021 (the “Effective
Date”). Mr. McBride, age 69, has served as chief financial officer of the
following three publicly traded companies: (i) Iteris Inc. (NASDAQ: ITI), a provider of smart mobility infrastructure
management solutions, from December 2013 to July 2014; (ii) SRS Labs, Inc. (NASDAQ: SRSL), a leader in audio signal processing and
enhancement technology using innovative software solutions, from October 2011 until the acquisition of the company by DTS, Inc. in
July 2012; and (iii) Capstone Green Energy Corp. (NASDAQ: CGRN), a designer and manufacturer of microturbine technology for
stationary power generation, cogeneration and hybrid electric vehicles, from 2005 to 2008. From 2013 until his appointment as the
Company’s Chief Financial Officer, Mr. McBride served as Managing Director and Chief Financial Officer of Orange County
Financial Services LLC, where he specialized in raising capital for startups of disruptive technology licensing, accounting control
systems, strategic financial planning, mergers and acquisitions research, business development and operating efficiencies. Mr.
McBride also served as the chief financial officer of Synthetic Genomics, Inc., a company dedicated to developing and
commercializing genomic driven solutions to address global energy and environmental challenges, from 2008 until March 2011. Prior to
that, Mr. McBride served as the chief financial officer and in various senior executive management positions with several private
and public companies. Mr. McBride holds a Bachelor of Science degree in Accounting and Finance from The Ohio State University and a
Master of Science degree in Computer Systems Management from Rochester Institute of Technology.
In
connection with Mr. McBride’s appointment, the Company and Mr. McBride entered into a letter agreement, effective as of the
Effective Date (the “Offer Letter”), pursuant to which Mr. McBride will receive an annual base salary of $330,000 and a
discretionary annual performance bonus of up to $170,000. Also in connection with his appointment, Mr. McBride will receive
restricted stock unit awards with an aggregate grant date fair value of $2,500,000 and granted in $500,000 annual increments, with
the first $500,000 grant to occur after the Effective Date and subsequent
$500,000 grants to occur annually thereafter through the fourth anniversary of the Effective Date. Each restricted stock unit
represents the right to receive one share of the Company’s Class A Common Stock, and each grant will vest in 25% annual
increments, subject to Mr. McBride’s continued service through each applicable vesting date. Mr. McBride is also eligible to
participate in the Company’s other benefit programs on the same basis as the Company’s officers.
The
foregoing summary of the Offer Letter does not purport to be complete and is qualified in its entirety by reference to the full text
of the Offer Letter, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
There
are no other arrangements or understandings between Mr. McBride, on the one hand, and any other persons, on the other hand, pursuant
to which he was selected as the Company’s Chief Financial Officer. Additionally, there are no transactions involving the Company,
on the one hand, and Mr. McBride, on the other hand, that the Company would be required to report pursuant to Item 404(a) of Regulation
S-K.
Resignation
of Zvi Glasman as Chief Financial Officer
On
November 2, 2021, the Company announced that Zvi Glasman, Chief Financial Officer, has stepped down from his position effective at the
close of business on October 27, 2021 (the “Transition Date”). Mr. Glasman will remain employed as a senior advisor to the
Company through December 31, 2021 (the “Separation Date” and, the period from the Transition Date to the Separation Date,
the “Transition Period”) to assist with the orderly transition of his duties and will provide consulting services to the
Company as an independent contractor from the Separation Date until February 15, 2022. Mr. Glasman’s departure from the Company
is not a result of any disagreement with the Company’s independent auditors or any member of management on any matter of accounting
principles or practices, financial statement disclosure, or internal controls.
In
connection with Mr. Glasman’s resignation, on October 27, 2021, the Company entered into an agreement (the “Transition and
Consulting Agreement”) with Mr. Glasman setting forth the terms of Mr. Glasman’s transition arrangements, and which supersedes
the existing employment letter agreement between a subsidiary of the Company and Mr. Glasman. Mr. Glasman will continue employment with
the Company on a transitional basis in the role of senior advisor during the Transition Period. The Company will continue to pay Mr.
Glasman a monthly base salary of $50,000 during the Transition Period, to be paid periodically in accordance with the Company’s
normal payroll practices and subject to applicable withholdings, and he will remain eligible to participate in the Company’s health
and welfare programs, in accordance with their terms and the terms of the Transition and Consulting Agreement. Mr. Glasman will not be
eligible for an annual bonus with respect to 2021. During the Transition Period, Mr. Glasman remains eligible to continue vesting in
his option awards outstanding as of the Transition Date (the “Option Awards”) in accordance with the terms of the applicable
Company equity plan under which the applicable Option Award was granted and the applicable award agreement, unless Mr. Glasman terminates
his employment for any reason prior to the Separation Date, in which case further vesting will immediately cease.
The
Transition Period may be terminated earlier by either party, provided that if the Company terminates the Transition and Consulting Agreement,
then (i) the Company will remain obligated to pay Mr. Glasman his base salary for the remainder of the Transition Period and his consulting
fees for the Consulting Period (discussed below) and (ii) the Option Awards that would have otherwise vested if Mr. Glasman’s employment
had continued through the Separation Date will become immediately vested and exercisable.
Pursuant
to the Transition and Consulting Agreement, Mr. Glasman will provide consulting services to the Company, as an independent contractor,
from the Separation Date until February 15, 2022, unless earlier terminated (the “Consulting Period”). During the Consulting
Period, Mr. Glasman will receive a monthly consulting fee of $50,000, pro-rated for any partial month of service. The Company may terminate
the Consulting Period with or without cause, provided that such termination will obligate the Company to pay Mr. Glasman any consulting
fees that would otherwise be payable through February 15, 2022, that remain unpaid.
The
foregoing summary of the Transition and Consulting Agreement does not purport to be complete and is qualified in its entirety by reference
to the full text of the Transition and Consulting Agreement, a copy of which is attached hereto as Exhibit 10.2 to this Current Report
on Form 8-K and is incorporated herein by reference.