Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 19, 2023, the Compensation Committee of the Board of Directors (the "Board") of Lightning eMotors, Inc., a Delaware corporation (the "Company"), established, and the Board subsequently ratified, a short-term incentive plan for the Company's executive officers, including the named executive officers, for the 2023 fiscal year (the "2023 STI Plan"). The 2023 STI Plan provides for two six-month performance periods (January 1 - June 30 and July 1 - December 31). Payouts under the 2023 STI Plan will be measured based on four equally weighted performance metrics: the Company's achievement with respect to revenue, product gross margin, and vehicle uptime, and the fourth being individual performance. Under the 2023 STI Plan, the executive officers will receive an annual target award expressed as a percentage of such person's base salary. Specifically, for the President & Chief Executive Officer, the Chief Financial Officer, and the Chief Revenue Officer, the full-year target bonus opportunities under the 2023 STI Plan will be 80%, 40%, and 40% of their 2023 base salaries, respectively. Threshold, target and stretch performance goals will correspond to potential payouts of 50%, 100% and 150% (the maximum achievable) of the target levels, respectively. The two six-month performance periods will be equally weighted, such that each performance period will determine the executive officer's entitlement to half of the potential bonus opportunity. After the end of each performance period, the Compensation Committee will determine if any bonuses were earned and any such earned bonuses will be paid as soon as reasonably practicable after conclusion of each performance period.

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