Item 5.02. Departure of Directors or Certain Officers; Election of Directors;


            Appointment of Certain Officers; Compensatory Arrangements of Certain
            Officers.

On September 15, 2021, the Compensation Committee (the "Committee") of the Board of Directors of Lucid Group, Inc. (the "Company") approved revised compensation packages, set forth below, for certain of the Company's senior executives, including the Company's Chief Executive Officer, Chief Financial Officer and its other named executive officers (collectively, the "NEOs"). The new annual base salaries are effective retroactively as of August 2, 2021 and target incentive compensation levels are effective for the 2022 fiscal year.





                                                            Base            Target Incentive
                                                            Salary            Compensation
Peter Rawlinson                                        $      575,000                    100 %

Chief Executive Officer and Chief Technology Officer Sherry House

$      500,000                     75 %
Chief Financial Officer
Eric Bach                                              $      450,000                     75 %
Senior Vice President, Product and Chief Engineer
Michael Smuts                                          $      360,000                     50 %
Vice President, Finance




On September 15, 2021, the Committee approved the severance levels, set forth
below, that will apply to certain executives, including the NEOs, under the
previously approved and disclosed Lucid Group, Inc. Executive Severance Benefit
Plan (the "Executive Severance Plan"). Each of the NEOs is entitled to salary
continuation and payment of their health insurance premiums in the event of
certain qualifying terminations of employment pursuant to the Executive
Severance Plan. The NEOs are also entitled to enhanced severance entitlements in
the event certain qualifying terminations occur in connection with a "change of
control."



                                                     Salary and
                                                      Benefits         Salary and
                                                    Continuation        Benefits
                                                       Not in         Continuation
                                                   Connection with   in Connection
                                                     a Change of     with a Change
                                                       Control         of Control
Peter Rawlinson                                          12 months        18 months
Sherry House                                              9 months        12 months
Eric Bach                                                 9 months        12 months
Michael Smuts                                             6 months         9 months

The Committee also approved and adopted the Lucid Group, Inc. Vesting Acceleration Policy for Death and Disability (the "Acceleration Policy"). The Acceleration Policy provides for the accelerated vesting of all outstanding unvested time-based and performance-based equity awards, including the equity awards held by the NEOs. The Acceleration Policy will apply to all outstanding equity awards issued under any equity plan maintained by the Company or its subsidiaries, except to the extent the policy would be inconsistent with the terms or provisions of any award agreement, employment agreement, or other plan or agreement. The Acceleration Policy will also not be applicable to any equity awards granted to Mr. Rawlinson prior to the date the Acceleration Policy was adopted.





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