FFAI 8-K
Faraday Future Intelligent Electric Inc. (FFAI)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction | (Commission File Number) | (I.R.S. Employer | ||
| of incorporation) | Identification No.) |
| (Address of principal executive offices) | (Zip Code) |
(
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| The |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 23, 2026, Faraday Future Intelligent Electric Inc., a corporation incorporated under the laws of the State of Delaware (the “Company”), announced a long-term employee equity incentive plan at its indirect, majority-owned robotics subsidiary, FF EAI Robotics Inc. (“FF Robotics”). FF Robotics will allocate approximately 25% of the capitalization of FF Robotics on a fully diluted basis as the FF EAI Robotics Inc. 2026 Equity Incentive Plan (the “Plan”) to provide long-term equity incentives for the Company’s core management team, key leaders, and key employees (each, an “Award”). On September 22, 2026, several executive officers of the Company were awarded the following Awards of stock options in FF Robotics:
| ● | YT Jia, the Company’s founder and Global Chief Executive Officer, received an award of 10,000,000 stock options. |
| ● | Jaiwei Wang, the Company’s Global Executive Chairman, received an award of 1,974,000 stock options. |
| ● | Xiao Jiang, the Company’s Vice President of Human Resources, received an award of 690,000 stock options. |
Each Award has been granted under the Plan, a copy of which is attached hereto as Exhibit 10.1 and is subject to the terms and conditions set forth in an Award agreement with the respective individual, a form of which is attached hereto as Exhibit 10.2. Each Award of stock options to the foregoing officers vests over four years, with 25% of the Award vesting on the 6-month anniversary of the Vesting Commencement Date of September 22,2026, and the remaining 75% of the Award vesting 36 monthly installments, the first of which vests on the first anniversary of the Vesting Commencement Date and each of the remaining 35 vesting on the same day of each succeeding calendar month. The Awards have an exercise price set at the fair market value per a 409A independent valuation at the date of grant. Each Award of stock options may be exercised only for stock of FF Robotics.
The Plan authorizes the grant of equity in FF Robotics to directors, officers, other employees, consultants, independent contractors and agents of FF Robotics and its affiliates.
The foregoing descriptions of the Plan and the Awards are qualified entirely by reference to the Plan and form of stock options Award agreement, copies of which are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K.
Item 7.01 Regulation FD Disclosure.
On September 23, 2026, the Company issued a press release with respect to the Plan and the Awards disclosed under Item 5.02 above. A copy of such press release is furnished hereto as Exhibit 99.1 and incorporated herein by reference.
The information in this Item 7.01 of this Current Report on Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are filed with this Current Report on Form 8-K:
| No. | Description of Exhibits | |
| 10.1 | FF EAI Robotics, Inc. Equity Incentive Plan. | |
| 10.2 | Form of Award Agreement under the Equity Incentive Plan. | |
| 99.1 | Press Release dated September 23, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
1
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| FARADAY FUTURE INTELLIGENT ELECTRIC INC. | ||
| Date: September 24, 2026 | By: | /s/ Koti Meka |
| Name: | Koti Meka | |
| Title: | Chief Financial Officer | |
2
Exhibit 10.1
FF EAI ROBOTICS INC.
2026 EQUITY INCENTIVE PLAN
I. INTRODUCTION
1.1 Purposes. The purposes of the FF EAI Robotics Inc. 2026 Equity Incentive Plan (this “Plan”) are (i) to align the interests of the Company’s stockholders and the recipients of awards under this Plan by increasing the proprietary interest of such recipients in the Company’s growth and success, (ii) to advance the interests of the Company by attracting and retaining directors, officers, other employees, consultants, independent contractors and agents, including individuals who provide services to the Company under a services agreement with the Parent or an affiliate of the Parent, and (iii) to motivate such persons to act in the long-term best interests of the Company and its stockholders. This Plan is established at the level of the Company, which is a majority owned subsidiary of the Parent. This Plan is intended to operate as an unregistered plan in reliance on Rule 701 and Section 4(a)(2) of the Securities Act and, with respect to offers and sales in the State of California, on Section 25102(o) of the California Corporations Code.
1.2 Certain Definitions.
“Acquisition” shall mean (a) any consolidation or merger in which the Company is a constituent entity and in which the holders of the outstanding voting securities of the Company immediately before the transaction hold, immediately after it, less than fifty percent (50%) of the total voting power of all voting securities of the surviving entity or of any parent of the surviving entity; (b) a sale or other transfer by the holders thereof of outstanding voting securities of the Company possessing more than fifty percent (50%) of the total voting power of all outstanding voting securities of the Company, whether in one transaction or in a series of related transactions, to a single person or entity, to one or more persons or entities that are affiliates of each other, or to one or more persons or entities acting in concert; or (c) the sale, lease, transfer or other disposition, in a single transaction or a series of related transactions, of all or substantially all of the assets of the Company and its Subsidiaries taken as a whole, except where made to the Company or to one or more wholly owned Subsidiaries of the Company. Notwithstanding the foregoing, none of the following shall constitute an Acquisition: (i) a Qualifying Public Offering; (ii) any transaction the sole purpose of which is to change the jurisdiction of the Company’s incorporation, or to create a holding company that will be owned in substantially the same proportions by the persons who held the Company’s securities immediately before the transaction; or (iii) any issuance or transfer of securities of the Company to the Parent or to any affiliate of the Parent.
“Agreement” shall mean the written or electronic agreement evidencing an award hereunder between the Company and the recipient of such award.
“Board” shall mean the Board of Directors of the Company.
“Cause” shall mean, with respect to any holder of an award, (i) the meaning given that term in any employment, consulting, services or severance agreement then in effect between such holder and the Company, the Parent or any of their respective subsidiaries, or (ii) if no such agreement is then in effect or such agreement does not define that term, (A) such holder’s indictment for, conviction of, or plea of guilty or nolo contendere to, any felony or any crime involving fraud, dishonesty or moral turpitude, (B) such holder’s commission of fraud, embezzlement, misappropriation, theft or breach of fiduciary duty against the Company, the Parent or any of their respective subsidiaries, (C) such holder’s material breach of any restrictive covenant, confidentiality, non-competition, non-solicitation, invention assignment or similar agreement with the Company, the Parent or any of their respective subsidiaries, (D) such holder’s material breach of any written policy of the Company or the Parent, including any insider trading policy, code of conduct, or policy governing the treatment of material non-public information, (E) such holder’s engagement in Detrimental Activity, or (F) such holder’s willful failure or refusal to perform the material duties of his or her position after written notice and a reasonable opportunity to cure. A determination of Cause shall be made by the Committee in its good faith discretion and, in the case of a holder who is a director or executive officer of the Parent, shall require Parent Approval.
“Code” shall mean the Internal Revenue Code of 1986, as amended.
“Committee” shall mean the Board, or a committee of the Board designated by the Board to administer this Plan. Any action of the Committee with respect to an award granted to, or held by, a person who is a director or executive officer of the Parent shall in addition require Parent Approval. No member of the Committee shall participate in the deliberation or approval of an award to himself or herself, and any such award shall require Parent Approval.
“Common Stock” shall mean the shares of common stock, without par value, of the Company, and all rights appurtenant thereto.
“Company” shall mean FF EAI Robotics Inc., a corporation organized under the laws of the State of California, or any successor thereto.
“Data” shall have the meaning set forth in Section 4.14.
“Detrimental Activity” shall mean (i) the unauthorized disclosure or use of any confidential or proprietary information of the Company, the Parent or any of their respective subsidiaries, (ii) any activity that competes with, or solicits the employees, consultants, customers or suppliers of, the Company, the Parent or any of their respective subsidiaries in breach of a written agreement, (iii) any breach of Article V, or (iv) any conduct that results in, or would reasonably be expected to result in, material financial or reputational harm to the Company or the Parent.
“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.
“Fair Market Value” shall mean, as of any date, the fair market value of a share of Common Stock as of such date as determined in good faith by the Committee. So long as the Common Stock is not readily tradable on an established securities market, such determination shall be made by the reasonable application of a reasonable valuation method within the meaning of Treasury Regulation Section 1.409A-1(b)(5)(iv)(B), taking into account such factors as the Committee considers relevant, which may include an independent appraisal of the Company but need not do so. If the Common Stock is then listed on a national securities exchange, Fair Market Value shall mean the closing transaction price of a share of Common Stock on such exchange on the date as of which such value is being determined or, if there shall be no reported transactions for such date, on the next preceding date for which transactions were reported. No option shall be granted with a purchase price per share less than Fair Market Value as so determined, except as expressly provided in Section 2.1(a) in the case of a Substitute Award.
“Incentive Stock Option” shall mean an option to purchase shares of Common Stock that meets the requirements of Section 422 of the Code, or any successor provision, which is intended by the Committee to constitute an Incentive Stock Option. An Incentive Stock Option may be granted only to an individual who, on the date of grant, is an employee of the Company or of a “parent corporation” or “subsidiary corporation” of the Company within the meaning of Sections 424(e) and 424(f) of the Code.
2
“Liquidity Event” shall mean the first to occur of (i) a Qualifying Public Offering or (ii) an Acquisition.
“Nonqualified Stock Option” shall mean an option to purchase shares of Common Stock which is not an Incentive Stock Option.
“Other Combination” shall mean any (a) consolidation or merger in which the Company is a constituent entity and is not the surviving entity, or (b) conversion of the Company into another form of entity, in each case provided that such transaction does not constitute an Acquisition.
“Other Stock Award” shall mean an award granted pursuant to Section 3.4 of the Plan.
“Parent” shall mean the entity that directly owns a majority of the outstanding voting power of the Company. Where an entity that indirectly owns the Company is intended, this Plan so states. Where this Plan requires an act of the sole stockholder of the Company, that act shall be taken by the person that is at the time the sole stockholder of the Company.
“Parent Approval” shall mean the prior written approval of the Parent. Parent Approval is required only where this Plan expressly so provides. Any Parent Approval with respect to an award to, or an action affecting an award held by, a person who is a director or executive officer of the Parent shall be given only by persons who are disinterested with respect to such award.
“Permitted Transferee” shall have the meaning set forth in Section 5.1.
“Prior Plan” shall mean any equity or equity-based incentive plan maintained by the Parent or by any affiliate of the Parent under which awards are outstanding as of the effective date of this Plan and are held by any individual who becomes a Service Provider.
“Qualifying Public Offering” shall mean the first firm commitment underwritten public offering of the Company’s common equity securities pursuant to an effective registration statement under the Securities Act, or the first listing of such securities on a national securities exchange by any other means, including a direct listing or a business combination with a publicly traded entity.
“Restricted Stock” shall mean shares of Common Stock which are subject to a Restriction Period.
“Restricted Stock Award” shall mean an award of Restricted Stock under this Plan.
“Restricted Stock Unit” shall mean a right to receive one (1) share of Common Stock or, in lieu thereof and to the extent set forth in the applicable Agreement, the Fair Market Value of such share of Common Stock in cash, which shall be contingent upon the expiration of a specified Restriction Period.
“Restricted Stock Unit Award” shall mean an award of Restricted Stock Units under this Plan.
“Restriction Period” shall mean any period designated by the Committee during which (i) the Common Stock subject to a Restricted Stock Award may not be sold, transferred, assigned, pledged, hypothecated or otherwise encumbered or disposed of, except as provided in this Plan or the Agreement relating to such award, or (ii) the conditions to vesting applicable to a Restricted Stock Unit Award or Other Stock Award shall remain in effect. The Committee may condition the expiration of a Restriction Period, or the vesting of any award, on the attainment of performance criteria established by the Committee at the time of grant and set forth in the applicable Agreement.
3
“Rule 701” shall mean Rule 701 promulgated under the Securities Act.
“Securities Act” shall mean the Securities Act of 1933, as amended.
“Service Provider” shall mean any individual described in Section 1.4 who is providing services to the Company or a Subsidiary, including any individual who is an employee of the Parent, or of another majority owned subsidiary of the Parent, and who provides services to the Company or a Subsidiary under a management, secondment or other services agreement between the Company and the Parent or such subsidiary. An individual shall not cease to be a Service Provider solely by reason of a transfer of employment among the Company, the Parent and their respective subsidiaries, or by reason of any Acquisition or Other Combination.
“Stock Award” shall mean a Restricted Stock Award, Restricted Stock Unit Award or Other Stock Award.
“Stockholders Agreement” shall mean the stockholders agreement, investors rights agreement or similar agreement among the Company and its stockholders, if any, as in effect from time to time and as designated by the Committee. If the Company is not party to any such agreement, each provision of this Plan requiring a holder to join or be bound by the Stockholders Agreement shall be of no effect for so long as that remains the case, and the remaining provisions of Article V shall apply of their own force.
“Subsidiary” shall mean any corporation, limited liability company, partnership, joint venture or similar entity in which the Company owns, directly or indirectly, an equity interest possessing more than 50% of the combined voting power of the total outstanding equity interests of such entity.
“Substitute Award” shall mean an award granted under this Plan upon the assumption of, or in substitution for, outstanding equity awards previously granted by a company or other entity, including under a Prior Plan, in connection with a corporate transaction, including a merger, combination, consolidation or acquisition of property or stock; provided, however, that in no event shall the term “Substitute Award” be construed to refer to an award made in connection with the cancellation and repricing of an option.
“Tax Date” shall have the meaning set forth in Section 4.5.
“Ten Percent Holder” shall have the meaning set forth in Section 2.1(a).
1.3 Administration. This Plan shall be administered by the Committee. Any one or a combination of the following awards may be made under this Plan to eligible persons: (i) options to purchase shares of Common Stock in the form of Incentive Stock Options or Nonqualified Stock Options; and (ii) Stock Awards in the form of Restricted Stock, Restricted Stock Units or Other Stock Awards. The Committee shall, subject to the terms of this Plan, select eligible persons for participation in this Plan and determine the form, amount and timing of each award to such persons and, if applicable, the number of shares of Common Stock subject to an award, the number of Restricted Stock Units, the purchase price associated with the award, the time and conditions of exercise or settlement of the award and all other terms and conditions of the award, including, without limitation, the form of the Agreement evidencing the award. The Committee may, in its discretion and with Parent Approval, take action such that (i) any or all outstanding options shall become exercisable in part or in full and (ii) all or a portion of the Restriction Period applicable to any outstanding awards shall lapse. The Committee shall, subject to the terms of this Plan, interpret this Plan and the application thereof, establish rules and regulations it deems necessary or desirable for the administration of this Plan and may impose, incidental to the grant of an award, conditions with respect to the award, such as limiting competitive employment or other activities. All such interpretations, rules, regulations and conditions shall be conclusive and binding on all parties.
4
The Committee may delegate some or all of its power and authority hereunder to one or more of its members or to an executive officer of the Company as the Committee deems appropriate; provided, however, that the Committee may not delegate its power and authority with regard to the selection for participation in this Plan of any person who is a director or executive officer of the Company or the Parent, or decisions concerning the timing, pricing or amount of an award to such a person.
The Committee may adopt, without further approval of the stockholders of the Company, such sub-plans, appendices, addenda, rules and procedures as it determines to be necessary or advisable to comply with, or to obtain favorable treatment under, the laws of any jurisdiction outside of the United States in which the Company or a Subsidiary operates or has Service Providers, including without limitation the People’s Republic of China, as further provided in Section 4.17.
No member of the Board or Committee, and no executive officer to whom the Committee delegates any of its power and authority hereunder, shall be liable for any act, omission, interpretation, construction or determination made in connection with this Plan in good faith, and the members of the Board and the Committee and any such executive officer shall be entitled to indemnification and reimbursement by the Company in respect of any claim, loss, damage or expense (including attorneys’ fees) arising therefrom to the full extent permitted by law (except as otherwise may be provided in the Company’s Articles of Incorporation and/or Bylaws) and under any directors’ and officers’ liability insurance that may be in effect from time to time.
1.4 Eligibility. Participants in this Plan shall consist of such directors, officers, other employees, consultants, independent contractors and agents, and persons expected to become directors, officers, other employees, consultants, independent contractors and agents, of (i) the Company, (ii) any Subsidiary, (iii) the Parent, and (iv) any other majority owned subsidiary of the Parent, in each case as the Committee in its sole discretion may select from time to time. For the avoidance of doubt, and without limiting the foregoing, a natural person who provides services to the Company or a Subsidiary under a management, secondment or other services agreement is eligible to participate in this Plan, whether that person is employed or engaged by the Company, by a Subsidiary, by the Parent, by an affiliate of the Parent or by any other person, and whether or not the person employing or engaging that individual is at any time the Parent or an affiliate of the Parent. The Company relies on services provided under such arrangements, and this sentence is intended to make each individual who provides them eligible without regard to the identity of that individual’s employer.
Notwithstanding the foregoing, no award shall be granted to any person unless the offer and sale of the shares of Common Stock subject to such award is exempt from registration under the Securities Act, including under Rule 701 or Section 4(a)(2) thereof, and is exempt from qualification or registration under all applicable state and non-United States securities laws. Accordingly, (i) a consultant, independent contractor, advisor or agent shall be eligible to participate only if such person is a natural person who provides bona fide services to the Company or a Subsidiary and, in the case of an award made in reliance on Rule 701, only if such services are not in connection with the offer or sale of securities in a capital raising transaction and do not directly or indirectly promote or maintain a market for the securities of the Company or the Parent, this condition being a requirement of Rule 701(c) and not of any other exemption on which an award may be made under Section 4.18, and (ii) an Incentive Stock Option may be granted only to an individual who is on the date of grant an employee of the Company or of a “parent corporation” or “subsidiary corporation” of the Company within the meaning of Sections 424(e) and 424(f) of the Code. The Committee shall determine at the time of each grant whether the applicable exemption is available with respect to such grant, and no award shall be effective unless and until it does so determine.
5
The Committee’s selection of a person to participate in this Plan at any time shall not require the Committee to select such person to participate in this Plan at any other time. Except as otherwise provided for in an Agreement, for purposes of this Plan, references to employment by the Company shall also mean employment by a Subsidiary or the Parent, and references to employment shall include service as a director, consultant, independent contractor or agent. The Committee shall determine, in its sole discretion, the extent to which a participant shall be considered employed during an approved leave of absence.
1.5 Shares Available. Subject to adjustment as provided in Section 4.7 and to all other limits set forth in this Plan, 25,000,000 shares of Common Stock shall be available for all awards under this Plan, other than Substitute Awards, representing approximately thirty-three percent (33%) of the 75,000,000 shares of Common Stock outstanding as of the effective date of this Plan and twenty-five percent (25%) of the Company’s capitalization on a fully diluted basis giving effect to this Plan. Subject to adjustment as provided in Section 4.7, no more than 25,000,000 shares of Common Stock in the aggregate may be issued under the Plan in connection with Incentive Stock Options. The number of shares of Common Stock available under this Plan shall not increase automatically or on any periodic basis, and any increase in such number shall require an amendment to this Plan adopted in accordance with Section 4.2. Section 260.140.45 of Title 10 of the California Code of Regulations limits the securities issuable under a plan to thirty percent (30%) of the then outstanding securities of the issuer unless a higher percentage is approved by at least two-thirds of the outstanding securities entitled to vote, and by its subsection (c) does not apply to a plan that complies with all conditions of Rule 701. If and to the extent that limitation applies to this Plan at any time, the greater percentage has been approved by the holders of at least two-thirds of the outstanding shares of the Company entitled to vote. The number of shares of Common Stock that remain available for future grants under the Plan shall be reduced by the aggregate number of shares of Common Stock that become subject to outstanding options and outstanding Stock Awards, other than Substitute Awards.
To the extent that shares of Common Stock subject to an outstanding option or Stock Award granted under the Plan, other than Substitute Awards, are not issued or delivered by reason of (i) the expiration, termination, cancellation or forfeiture of such award, (ii) the settlement of such award in cash, or (iii) the repurchase of such shares by the Company pursuant to Article V, then such shares of Common Stock shall again be available under this Plan. In addition, shares of Common Stock subject to an award under this Plan shall again be available for issuance under this Plan if such shares are (x) shares that were subject to an option and were not issued or delivered upon the net settlement or net exercise of such option or (y) shares delivered to or withheld by the Company to pay the purchase price or the withholding taxes related to an outstanding award.
The number of shares of Common Stock available for awards under this Plan shall not be reduced by the number of shares of Common Stock subject to Substitute Awards. Shares of Common Stock to be delivered under this Plan shall be made available from authorized and unissued shares of Common Stock, which for this purpose includes shares reacquired by the Company and restored to the status of authorized but unissued shares in accordance with Section 510 of the California Corporations Code. The Company shall at all times reserve and keep available a sufficient number of authorized and unissued shares of Common Stock to satisfy all outstanding awards.
6
II. STOCK OPTIONS
2.1 Stock Options. The Committee may, in its discretion, grant options to purchase shares of Common Stock to such eligible persons as may be selected by the Committee. Each option, or portion thereof, that is not an Incentive Stock Option, shall be a Nonqualified Stock Option. To the extent that the aggregate Fair Market Value (determined as of the date of grant) of shares of Common Stock with respect to which options designated as Incentive Stock Options are exercisable for the first time by a participant during any calendar year (under this Plan or any other plan of the Company, or any parent or Subsidiary) exceeds the amount (currently $100,000) established by the Code, such options shall constitute Nonqualified Stock Options.
Options shall be subject to the following terms and conditions and shall contain such additional terms and conditions, not inconsistent with the terms of this Plan, as the Committee shall deem advisable:
(a) Number of Shares and Purchase Price. The number of shares of Common Stock subject to an option and the purchase price per share of Common Stock purchasable upon exercise of the option shall be determined by the Committee; provided, however, that the purchase price per share of Common Stock purchasable upon exercise of an option shall not be less than 100% of the Fair Market Value of a share of Common Stock on the date of grant of such option; provided further, that if an Incentive Stock Option shall be granted to any person who, at the time such option is granted, owns capital stock possessing more than 10 percent of the total combined voting power of all classes of capital stock of the Company (or of any parent or Subsidiary) (a “Ten Percent Holder”), the purchase price per share of Common Stock shall not be less than the price (currently 110% of Fair Market Value) required by the Code in order to constitute an Incentive Stock Option.
Notwithstanding the foregoing, in the case of an option that is a Substitute Award, the purchase price per share of the shares subject to such option may be less than 100% of the Fair Market Value per share on the date of grant, provided, that the excess of: (a) the aggregate Fair Market Value (as of the date such Substitute Award is granted) of the shares subject to the Substitute Award, over (b) the aggregate purchase price thereof does not exceed the excess of: (x) the aggregate fair market value (as of the time immediately preceding the transaction giving rise to the Substitute Award, such fair market value to be determined by the Committee) of the shares of the predecessor company or other entity that were subject to the grant assumed or substituted for by the Company, over (y) the aggregate purchase price of such shares, and provided further that such substitution complies with Treasury Regulation Section 1.409A-1(b)(5)(v)(D) and, in the case of an Incentive Stock Option, Section 424(a) of the Code.
(b) Option Period and Exercisability. The period during which an option may be exercised shall be determined by the Committee; provided, however, that no option shall be exercised later than ten (10) years after its date of grant; provided further, that if an Incentive Stock Option shall be granted to a Ten Percent Holder, such option shall not be exercised later than five (5) years after its date of grant. The Committee shall determine whether an option shall become exercisable in cumulative or non-cumulative installments and in part or in full at any time, and may condition the exercisability of all or a portion of an option on the attainment of performance criteria established by the Committee at the time of grant and set forth in the applicable Agreement. An exercisable option, or portion thereof, may be exercised only with respect to whole shares of Common Stock.
No portion of an option shall vest or become exercisable except as expressly provided in the Agreement relating to that option. The Committee shall fix the vesting schedule of each option and shall set it forth in that Agreement.
7
The Committee may, in its discretion and on the terms it sets forth in the applicable Agreement, provide that an option may be exercised in whole or in part before the shares of Common Stock subject to it have vested (an “early exercise”). Shares of Common Stock issued upon an exercise permitted under this paragraph shall be unvested shares, shall vest on the schedule that would have applied to the option, and shall remain subject to forfeiture and to the Company’s repurchase right under Section 5.3 at the price paid for them until vested. An exercise permitted under this paragraph does not accelerate vesting. The Committee may condition the availability of such an exercise on the holder executing an agreement in a form approved by the Committee, on the holder delivering any joinder required under Article V, and on the holder acknowledging in writing that the shares may be repurchased at the price paid for them. The Committee may decline to permit an exercise under this paragraph with respect to any award, any holder or any jurisdiction, and shall not permit such an exercise where it would conflict with the law of any jurisdiction applicable to the holder. For purposes of Section 422(d) of the Code, shares subject to an Incentive Stock Option that become exercisable before they vest first become exercisable in the year in which the option becomes exercisable as to those shares, and the Committee shall take that treatment into account in fixing the terms of any Incentive Stock Option as to which an exercise under this paragraph is permitted.
(c) Method of Exercise. An option may be exercised (i) by giving written notice to the Company specifying the number of whole shares of Common Stock to be purchased and accompanying such notice with payment therefor in full (or arrangement made for such payment to the Company’s satisfaction) either (A) in cash or check, (B) by delivery (either actual delivery or by attestation procedures established by the Company) of shares of Common Stock having a Fair Market Value, determined as of the date of exercise, equal to the aggregate purchase price payable by reason of such exercise, (C) by authorizing the Company to withhold whole shares of Common Stock which would otherwise be delivered having an aggregate Fair Market Value, determined as of the date of exercise, equal to the amount necessary to satisfy such obligation, (D) following a Qualifying Public Offering, in cash by a broker-dealer acceptable to the Company to whom the participant has submitted an irrevocable notice of exercise, (E) such other methods permitted by applicable law and approved by the Committee, or (F) a combination of the foregoing, in each case, to the extent set forth in the Agreement relating to the option, and (ii) by executing such documents as the Company may reasonably request, including, if the Company is then party to a Stockholders Agreement, a joinder to it, and, if applicable, a spousal consent. Any fraction of a share of Common Stock which would be required to pay such purchase price shall be disregarded and the remaining amount due shall be paid in cash by the participant. No shares of Common Stock shall be issued and no certificate representing Common Stock shall be delivered until the full purchase price therefor and any withholding taxes thereon, as described in Section 4.5, have been paid (or arrangement made for such payment to the Company’s satisfaction) and the documents described in clause (ii) have been executed and delivered. The Company shall not be obligated to establish, and no holder shall have any right to require the Company to establish, any cashless exercise, broker-assisted sale or loan program.
2.2 Termination of Employment or Service. All of the terms relating to the exercise, cancellation or other disposition of an option (i) upon a termination of employment with or service to the Company of the holder of such option, whether by reason of termination, resignation, disability, retirement, death or any other reason, or (ii) during a paid or unpaid leave of absence, shall be determined by the Committee and set forth in the applicable Agreement. Unless the Committee determines otherwise, (A) the unvested portion of an option shall terminate immediately upon the holder ceasing to be a Service Provider, (B) the vested portion shall remain exercisable for ninety (90) days thereafter, or for twelve (12) months in the case of death or disability, and (C) the entire option, whether or not vested, shall terminate immediately upon a termination for Cause or upon the holder’s engagement in Detrimental Activity. In no event may an option be exercised after the expiration of its stated term.
2.3 Repricing. The Committee shall have the discretion, without the approval of the stockholders of the Company but with Parent Approval, to (i) reduce the purchase price of any previously granted option, (ii) cancel any previously granted option in exchange for another option with a lower purchase price, or (iii) cancel any previously granted option in exchange for cash or another award if the purchase price of such option exceeds the Fair Market Value of a share of Common Stock on the date of such cancellation. Any option granted in substitution for a cancelled option under this Section 2.3 shall be treated as a new grant, and its purchase price per share shall not be less than the Fair Market Value of a share of Common Stock on the date of that new grant, determined in accordance with Section 2.1(a). Any such action shall be effected in a manner that does not cause the affected award to become subject to, or to violate, Section 409A of the Code, and no action under this Section 2.3 that would materially impair the rights of the holder of an outstanding option shall be taken without the consent of that holder.
8
2.4 No Dividend Equivalents. Notwithstanding anything in an Agreement to the contrary, the holder of an option shall not be entitled to receive dividend equivalents with respect to the number of shares of Common Stock subject to such option.
2.5 No Obligation to Create a Market. Neither the Company nor the Parent shall have any obligation to register any shares of Common Stock under the Securities Act, to list any shares of Common Stock on any securities exchange, to effect a Qualifying Public Offering, to repurchase any shares of Common Stock except as expressly provided in Article V, or to take any other action to create or facilitate a market for the Common Stock. Each holder of an award acknowledges that there is no public market for the Common Stock, that none may ever develop, and that the shares of Common Stock issuable under this Plan are subject to the substantial transfer restrictions set forth in Article V.
III. STOCK AWARDS
3.1 Stock Awards. The Committee may, in its discretion, grant Stock Awards to such eligible persons as may be selected by the Committee. The Agreement relating to a Stock Award shall specify whether the Stock Award is a Restricted Stock Award, a Restricted Stock Unit Award or, in the case of an Other Stock Award, the type of award being granted.
3.2 Terms of Restricted Stock Awards. Restricted Stock Awards shall be subject to the following terms and conditions and shall contain such additional terms and conditions, not inconsistent with the terms of this Plan, as the Committee shall deem advisable.
(a) Number of Shares and Other Terms. The number of shares of Common Stock subject to a Restricted Stock Award and the Restriction Period applicable to a Restricted Stock Award shall be determined by the Committee.
(b) Vesting and Forfeiture. The Agreement relating to a Restricted Stock Award shall provide, in the manner determined by the Committee, in its discretion, and subject to the provisions of this Plan, for the vesting of the shares of Common Stock subject to such award if the holder of such award remains continuously a Service Provider during the specified Restriction Period, and for the forfeiture of the shares of Common Stock subject to such award if the holder of such award does not remain continuously a Service Provider during the specified Restriction Period.
(c) Stock Issuance. During the Restriction Period, the shares of Restricted Stock shall be held by a custodian in book entry form with restrictions on such shares duly noted or, alternatively, a certificate or certificates representing a Restricted Stock Award shall be registered in the holder’s name and may bear a legend, in addition to any legend which may be required pursuant to Section 4.6 or Section 5.7, indicating that the ownership of the shares of Common Stock represented by such certificate is subject to the restrictions, terms and conditions of this Plan and the Agreement relating to the Restricted Stock Award. All such certificates shall be deposited with the Company, together with stock powers or other instruments of assignment (including a power of attorney), each endorsed in blank with a guarantee of signature if deemed necessary or appropriate, which would permit transfer to the Company of all or a portion of the shares of Common Stock subject to the Restricted Stock Award in the event such award is forfeited in whole or in part or is repurchased pursuant to Article V. Upon termination of any applicable Restriction Period, subject to the Company’s right to require payment of any taxes in accordance with Section 4.5, the restrictions imposed by this Section 3.2(c) shall be removed from the requisite number of any shares of Common Stock that are held in book entry form, and all certificates evidencing ownership of the requisite number of shares of Common Stock shall be delivered to the holder of such award, in each case subject to the continuing restrictions of Article V.
9
(d) Rights with Respect to Restricted Stock Awards. Unless otherwise set forth in the Agreement relating to a Restricted Stock Award, and subject to the terms and conditions of a Restricted Stock Award and this Plan, the holder of such award shall have the rights of a stockholder of the Company with respect to the shares subject to such award, including voting rights, which are subject to the voting agreement in Section 5.5, the right to receive dividends and the right to participate in any capital adjustment applicable to all holders of Common Stock; provided, however, that a distribution or dividend with respect to shares of Common Stock, including a regular cash dividend, shall be deposited with the Company and shall be subject to the same restrictions as the shares of Common Stock with respect to which such distribution was made.
(e) Section 83(b) Election. Elections under Section 83(b) of the Code with respect to Restricted Stock are governed by Section 4.20.
3.3 Terms of Restricted Stock Unit Awards. Restricted Stock Unit Awards shall be subject to the following terms and conditions and shall contain such additional terms and conditions, not inconsistent with the terms of this Plan, as the Committee shall deem advisable.
(a) Number of Shares and Other Terms. The number of shares of Common Stock subject to a Restricted Stock Unit Award and the Restriction Period applicable to a Restricted Stock Unit Award shall be determined by the Committee.
(b) Vesting and Forfeiture. The Agreement relating to a Restricted Stock Unit Award shall provide, in the manner determined by the Committee, in its discretion, and subject to the provisions of this Plan, for the vesting of such Restricted Stock Unit Award if the holder of such award remains continuously a Service Provider during the specified Restriction Period, and for the forfeiture of the shares of Common Stock subject to such award if the holder of such award does not remain continuously a Service Provider during the specified Restriction Period.
(c) Settlement of Vested Restricted Stock Unit Awards. The Agreement relating to a Restricted Stock Unit Award shall specify (i) whether such award may be settled in shares of Common Stock or cash or a combination thereof and (ii) whether the holder thereof shall be entitled to receive dividend equivalents with respect to the number of shares of Common Stock subject to such award. Any dividend equivalents with respect to Restricted Stock Units shall be subject to the same vesting conditions as the underlying awards and shall be paid only if and when the underlying award vests and is settled. The Committee may condition settlement of a Restricted Stock Unit Award on the occurrence of a Liquidity Event, provided that any such condition is imposed at the time of grant and complies with Section 409A of the Code. Prior to the settlement of a Restricted Stock Unit Award, the holder of such award shall have no rights as a stockholder of the Company with respect to the shares of Common Stock subject to such award.
10
3.4 Other Stock Awards. Subject to the limitations set forth in the Plan, the Committee is authorized to grant other awards that may be denominated or payable in, valued in whole or in part by reference to, or otherwise based on, or related to, shares of Common Stock, including without limitation shares of Common Stock granted as a bonus and not subject to any vesting conditions, dividend equivalents, stock purchase rights, phantom units, cash-settled appreciation rights, and shares of Common Stock issued in lieu of obligations of the Company to pay cash under any compensatory plan or arrangement, subject to such terms as shall be determined by the Committee. Any distribution, dividend or dividend equivalents with respect to Other Stock Awards shall be subject to the same vesting conditions as the underlying awards.
An Other Stock Award that entitles the holder to the appreciation in the value of a share of Common Stock over a stated base price, including a cash-settled appreciation right, shall have a base price per share not less than the Fair Market Value of a share of Common Stock on the date of grant, shall have a term of not more than ten (10) years, and shall be settled only upon one or more events or dates specified in the applicable Agreement at the time of grant; provided that, in the case of an award granted in substitution for, or upon the conversion of, an outstanding award, the base price, the number of shares and the settlement events or dates may instead be those fixed at the time of the substitution or conversion, so long as the substitution or conversion complies with Treasury Regulation Section 1.409A-1(b)(5)(v)(D). No Other Stock Award may be deferred, and no settlement date applicable to an Other Stock Award may be changed after the date of grant, except to the extent the change complies with Section 409A of the Code.
3.5 Termination of Employment or Service. All of the terms relating to the termination of the Restriction Period relating to a Stock Award, or any forfeiture and cancellation of such award (i) upon a termination of employment with or service to the Company of the holder of such award, whether by reason of termination, resignation, disability, retirement, death or any other reason, or (ii) during a paid or unpaid leave of absence, shall be determined by the Committee and set forth in the applicable Agreement.
3.6 Condition to Issuance. As a condition to the issuance of any shares of Common Stock under a Stock Award, the holder shall execute and deliver an instrument of assignment in blank, a spousal consent if applicable, a joinder to the Stockholders Agreement if the Company is then party to one, and such other documents as the Company may reasonably require to give effect to Article V.
IV. GENERAL
4.1 Effective Date and Term of Plan. This Plan shall become effective on the date it is adopted by the Board, subject to and conditioned upon approval by the stockholders of the Company within twelve (12) months before or after such date. This Plan shall terminate on the tenth (10th) anniversary of the earlier of the date on which this Plan was adopted by the Board and the date on which this Plan was approved by the stockholders of the Company, unless terminated earlier by the Board. Termination of this Plan shall not affect the terms or conditions of any award granted prior to termination. Awards hereunder may be made at any time prior to the termination of this Plan, provided that no Incentive Stock Option may be granted later than ten (10) years after the earlier of the date on which this Plan was adopted by the Board and the date on which this Plan was approved by the stockholders of the Company. In the event that this Plan is not approved by the stockholders of the Company, this Plan and any awards hereunder shall be void and of no force or effect.
Subject to Section 4.8, which governs the treatment of outstanding awards in an Acquisition or an Other Combination and controls over this paragraph in the event of any inconsistency, this Plan shall continue in full force and effect following any Acquisition or Other Combination, and neither any such transaction nor any change in the identity of the Parent shall terminate this Plan or require any new approval of this Plan by the stockholders of the Company, except that the Company shall obtain any approval of this Plan by its stockholders that is required in order for Incentive Stock Options to be granted thereafter.
11
4.2 Amendments. The Board or, subject to applicable law, the Committee may amend, modify, or terminate this Plan or any Agreement as it shall deem advisable; provided, however, that no amendment to this Plan or any Agreement shall be effective without the approval of the Company’s stockholders if stockholder approval is required by applicable law, rule or regulation, including Section 422 of the Code; provided further, that no amendment shall be effective without Parent Approval; and provided further, that no amendment may materially impair the rights of a holder of an outstanding award without the consent of such holder, except that no consent of any holder shall be required for any action taken under Section 4.7, Section 4.8, Section 4.17 or Article V. Notwithstanding anything herein to the contrary, the Board may amend this Plan or any Agreement at any time without the consent of a holder of an outstanding award to comply with applicable law, including Section 409A of the Code, Section 422 of the Code and Rule 701.
4.3 Agreement. Each award under this Plan shall be evidenced by an Agreement setting forth the terms and conditions applicable to such award. No award shall be valid until an Agreement is executed by the Company and, to the extent required by the Company, executed or electronically accepted by the recipient of such award. Upon such execution or acceptance and delivery of the Agreement to the Company within the time period specified by the Company, such award shall be effective as of the effective date set forth in the Agreement.
4.4 Non-Transferability. No award shall be transferable other than by will, the laws of descent and distribution or pursuant to beneficiary designation procedures approved by the Company. Except to the extent permitted by the foregoing sentence, each award may be exercised or settled during the holder’s lifetime only by the holder or the holder’s legal representative or similar person. No award may be sold, transferred, assigned, pledged, hypothecated, encumbered or otherwise disposed of (whether by operation of law or otherwise) or be subject to execution, attachment or similar process. Upon any attempt to so sell, transfer, assign, pledge, hypothecate, encumber or otherwise dispose of any award, such award and all rights thereunder shall immediately become null and void. Shares of Common Stock acquired upon exercise or settlement of an award are subject to the additional restrictions set forth in Article V.
4.5 Tax Withholding. The Company shall have the right to require, prior to the issuance or delivery of any shares of Common Stock or the payment of any cash pursuant to an award made hereunder, payment by the holder of such award of any federal, state, local or other taxes, including taxes imposed by any non-United States jurisdiction, which may be required to be withheld or paid in connection with such award. An Agreement may provide that (i) the Company shall withhold whole shares of Common Stock which would otherwise be delivered to a holder, having an aggregate Fair Market Value determined as of the date the obligation to withhold or pay taxes arises in connection with an award (the “Tax Date”), or withhold an amount of cash which would otherwise be payable to a holder, in the amount necessary to satisfy any such obligation or (ii) the holder may satisfy any such obligation by any of the following means: (A) a cash or check payment to the Company; (B) delivery to the Company of previously owned whole shares of Common Stock having an aggregate Fair Market Value, determined as of the Tax Date, equal to the amount necessary to satisfy any such obligation; (C) authorizing the Company to withhold whole shares of Common Stock which would otherwise be delivered having an aggregate Fair Market Value, determined as of the Tax Date, or withhold an amount of cash which would otherwise be payable to a holder, in either case equal to the amount necessary to satisfy any such obligation; (D) following a Qualifying Public Offering, a cash payment by a broker-dealer acceptable to the Company to whom the participant has submitted an irrevocable notice of exercise or sale; (E) withholding from any other amounts payable by the Company, the Parent or any of their respective subsidiaries to the holder; (F) such other methods permitted by applicable law; or (G) a combination of the foregoing, in each case to the extent set forth in the Agreement relating to the award. Shares of Common Stock to be delivered or withheld may not have an aggregate Fair Market Value in excess of the amount determined by applying the maximum individual statutory withholding rate in the applicable jurisdiction, provided that such rate will not cause adverse accounting consequences under the accounting rules then in effect. Any fraction of a share of Common Stock which would be required to satisfy such an obligation shall be disregarded and the remaining amount due shall be paid in cash by the holder. Where a holder is employed by the Parent or another subsidiary of the Parent and provides services to the Company under a services agreement, the Company and the Parent shall cooperate to determine which entity bears the withholding obligation, and the holder authorizes withholding by either of them.
12
4.6 Restrictions on Shares. Each award made hereunder shall be subject to the requirement that if at any time the Company determines that the listing, registration or qualification of the shares of Common Stock subject to such award upon any securities exchange or under any law, or the consent or approval of any governmental body, or the taking of any other action is necessary or desirable as a condition of, or in connection with, the delivery of shares thereunder, such shares shall not be delivered unless such listing, registration, qualification, consent, approval or other action shall have been effected or obtained, free of any conditions not acceptable to the Company. The Company may require that certificates or book entries evidencing shares of Common Stock delivered pursuant to any award made hereunder bear the legends described in Section 5.7.
4.7 Adjustment. In the event of any equity restructuring (within the meaning of Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation, Stock Compensation, or any successor or replacement accounting standard) that causes the per share value of shares of Common Stock to change, such as a stock dividend, stock split, reverse stock split, spinoff, rights offering or recapitalization through an extraordinary cash dividend, the number and class of securities available under this Plan, the terms of each outstanding option (including the number and class of securities subject to each outstanding option and the purchase price per share), and the terms of each outstanding Stock Award (including the number and class of securities subject thereto), shall be appropriately adjusted by the Committee, such adjustments to be made in the case of outstanding options in accordance with Section 409A of the Code and, in the case of Incentive Stock Options, Section 424 of the Code. In the event of any other change in corporate capitalization, including a merger, consolidation, reorganization, or partial or complete liquidation of the Company, such equitable adjustments described in the foregoing sentence may be made as determined to be appropriate and equitable by the Committee to prevent dilution or enlargement of rights of participants. In either case, the decision of the Committee regarding any such adjustment shall be final, binding and conclusive.
For the avoidance of doubt, no adjustment shall be required, and no holder of an award shall have any right to any adjustment or to any anti-dilution protection, by reason of (i) any Acquisition or Other Combination, except for any adjustment required by Section 4.8(b) or Section 4.8(c) upon an assumption or substitution of awards, (ii) the issuance by the Company, the Parent or any affiliate of the Parent of equity or equity-linked securities for cash, property, services or in satisfaction of indebtedness, whether or not at a price below Fair Market Value, (iii) any financing, capital contribution, conversion of indebtedness or intercompany funding, or (iv) the grant, exercise or settlement of any other award under this Plan. Each holder acknowledges that awards under this Plan are subject to dilution without compensation.
4.8 Corporate Transactions. In the event of an Acquisition or an Other Combination, outstanding awards under this Plan shall be subject to the agreement evidencing such Acquisition or Other Combination, which need not treat all outstanding awards in an identical manner. Such agreement, without the consent of any holder, shall provide for one or more of the following with respect to all outstanding awards as of the effective date of such Acquisition or Other Combination:
| (a) | the continuation of such outstanding awards by the Company, if the Company is the surviving entity; |
| (b) | the assumption of such outstanding awards by the surviving or acquiring entity, or by any parent of such entity, which assumption shall be binding on all holders, provided that the purchase price and the number and nature of the securities issuable upon exercise of any option, or upon settlement of any award subject to Section 409A of the Code, shall be adjusted appropriately in accordance with Section 424(a) and Section 409A of the Code; |
13
| (c) | the substitution by the surviving or acquiring entity, or by any parent of such entity, of equivalent awards with substantially the same terms, with the same adjustment as is described in clause (b); |
| (d) | the full or partial acceleration of exercisability or vesting, and accelerated expiration, of outstanding awards; |
| (e) | the settlement of the Fair Market Value of outstanding awards, whether or not then vested or exercisable, in cash, cash equivalents or securities of the surviving entity or of any parent of such entity, followed by cancellation of such awards, provided that an award may be cancelled without consideration if it has no value as determined by the Committee in its discretion; or |
| (f) | the termination in its entirety of any outstanding award, without payment of any consideration, that is not exercised in accordance with its terms upon or prior to the consummation of the Acquisition or Other Combination within a time specified by the Committee, whether or not such award is then fully exercisable. |
Immediately following an Acquisition or an Other Combination, outstanding awards shall terminate and cease to be outstanding, except to the extent they have been continued, assumed or substituted as described in clauses (a), (b) and (c) above.
No award shall vest, become exercisable or be settled automatically by reason of an Acquisition or an Other Combination. Acceleration shall occur only if and to the extent the agreement evidencing the transaction so provides, or the Committee, with Parent Approval, so determines, or the Agreement relating to the award expressly provides for acceleration upon a qualifying termination of the holder’s service within a stated period following the transaction.
4.9 No Right of Participation, Employment or Service. Unless otherwise set forth in an employment agreement, no person shall have any right to participate in this Plan. Neither this Plan nor any award made hereunder shall confer upon any person any right to continued employment by or service with the Company, any Subsidiary, the Parent or any affiliate of the Company or affect in any manner the right of the Company, any Subsidiary, the Parent or any affiliate of the Company to terminate the employment or service of any person at any time without liability hereunder. Nothing in this Plan shall be construed to require the Company, the Parent or any of their respective subsidiaries to continue any services agreement, management agreement or secondment arrangement, and the termination of any such arrangement shall not by itself give rise to any claim under this Plan.
4.10 Rights as Stockholder. No person shall have any right as a stockholder of the Company with respect to any shares of Common Stock or other equity security of the Company which is subject to an award hereunder unless and until such person becomes a stockholder of record with respect to such shares of Common Stock or equity security, and then only subject to Article V.
4.11 Designation of Beneficiary. To the extent permitted by the Company, a holder of an award may file with the Company a written designation of one or more persons as such holder’s beneficiary or beneficiaries (both primary and contingent) in the event of the holder’s death or incapacity. To the extent an outstanding option granted hereunder is exercisable, such beneficiary or beneficiaries shall be entitled to exercise such option pursuant to procedures prescribed by the Company. Each beneficiary designation shall become effective only when filed in writing with the Company during the holder’s lifetime on a form prescribed by the Company. The spouse of a married holder domiciled in a community property jurisdiction shall join in any designation of a beneficiary other than such spouse. The filing with the Company of a new beneficiary designation shall cancel all previously filed beneficiary designations. If a holder fails to designate a beneficiary, or if all designated beneficiaries of a holder predecease the holder, then each outstanding award held by such holder, to the extent vested or exercisable, shall be payable to or may be exercised by such holder’s executor, administrator, legal representative or similar person. Any beneficiary or estate taking under this Section 4.11 takes subject to Article V.
14
4.12 Awards Subject to Clawback. The awards granted under this Plan and any cash payment or shares of Common Stock delivered pursuant to such an award are subject to forfeiture, recovery by the Company or other action pursuant to the applicable Agreement or any clawback or recoupment policy which the Company or the Parent may adopt from time to time, or as otherwise required by law. In addition, if the holder engages in Detrimental Activity or is terminated for Cause, the Committee may cancel any outstanding award, whether or not vested. Each holder consents to the foregoing and agrees that the Company’s exercise of these rights shall not constitute a breach of any agreement or give rise to any claim for constructive termination or good reason.
4.13 Section 409A. This Plan is intended to comply with, or to be exempt from, the applicable requirements of Section 409A of the Code and shall be limited, construed and interpreted in accordance with such intent. To the extent that any award is subject to Section 409A of the Code, it shall be paid in a manner that will comply with Section 409A of the Code, including proposed, temporary or final regulations or any other guidance issued by the Secretary of the Treasury and the Internal Revenue Service with respect thereto. Notwithstanding anything herein to the contrary, any provision in this Plan that is inconsistent with Section 409A of the Code shall be deemed to be amended to comply with Section 409A of the Code and to the extent such provision cannot be amended to comply therewith, such provision shall be null and void. The Company shall have no liability to a participant, or any other party, if an award that is intended to be exempt from, or compliant with, Section 409A of the Code is not so exempt or compliant or for any action taken by the Committee or the Company and, in the event that any amount or benefit under this Plan becomes subject to penalties under Section 409A of the Code, responsibility for payment of such penalties shall rest solely with the affected participants and not with the Company or the Parent.
4.14 Data Privacy. As a condition to receiving any award under this Plan, each participant consents to the collection, use, storage and transfer, in electronic or other form, of the personal data of such participant that is necessary to implement, administer and manage this Plan and the participant’s awards, including the participant’s name, contact details, identification number, job title, compensation and award and shareholding details (the “Data”), by and among the Company, its Subsidiaries, the Parent and their respective affiliates and their service providers, and to the transfer of the Data to recipients located in jurisdictions other than the participant’s own, including the United States, which may afford different data protection than the participant’s own jurisdiction. The Data will be held only as long as necessary for those purposes and as required by law. A participant may at any time request access to the Data held about such participant, request correction of the Data, request further information about its storage and processing, or withdraw the consents given in this Section 4.14, in each case without cost, by written notice to the Company. If a participant withdraws such consent, the Company may be unable to administer the participant’s awards, and the Committee may suspend the settlement or exercise of any award held by such participant for so long as, and to the extent that, the Company is unable to administer it without the Data. No award shall be forfeited or cancelled by reason of a withdrawal of consent under this Section 4.14. Where the law of the participant’s jurisdiction requires a separate or more specific consent or notice, the Company may require the participant to execute such additional consent, or may deliver such notice, in a form determined by the Company.
15
4.15 No Loans. No participant shall be permitted to pay the purchase price of any award granted under this Plan, or any withholding tax in respect of an award, with a loan from the Company or the Parent or a loan arranged by either of them, and no promissory note shall be accepted as consideration for the exercise of any award.
4.16 Governing Law. This Plan, each award hereunder and the related Agreement, and all determinations made and actions taken pursuant thereto, to the extent not otherwise governed by the Code or the laws of the United States, shall be governed by the laws of the State of California and construed in accordance therewith without giving effect to principles of conflicts of laws.
4.17 Non-United States Participants. Without amending this Plan, the Committee may grant awards to eligible persons who are foreign nationals or who reside or are employed outside the United States, including in the People’s Republic of China, on such terms and conditions different from those specified in this Plan as the Committee determines to be necessary or advisable, and may adopt such sub-plans, appendices, procedures and award terms as it determines appropriate for such persons, including a determination that any award to such a person shall be settled in cash rather than in shares of Common Stock. Any such award is subject to the holder’s compliance with, and to the Company’s satisfaction of, all registration, approval, filing, tax, foreign exchange and remittance requirements applicable in the relevant jurisdiction, and the Company may withhold issuance or settlement pending such compliance.
4.18 Securities Law Compliance; Rule 701. This Plan is intended to constitute a written compensatory benefit plan within the meaning of Rule 701. The offer and sale of shares of Common Stock under this Plan to any person in the State of California is intended to be exempt from qualification under Section 25102(o) of the California Corporations Code, and this Plan is intended to satisfy the requirements applicable to that exemption, including Sections 260.140.41, 260.140.42, 260.140.45 and 260.140.46 of Title 10 of the California Code of Regulations, and shall be so construed. Rule 701 does not preempt the qualification requirements of state securities laws, and no award shall be granted or settled in any jurisdiction unless an exemption from qualification or registration is available in that jurisdiction. The Company shall not grant awards under this Plan in excess of the limits set forth in Rule 701(d), and shall deliver to each holder such disclosure as may be required under Rule 701(e), including, if the aggregate sales price or amount of securities sold during any consecutive twelve (12) month period exceeds the threshold specified therein, the financial statements and risk factor disclosure required by Rule 701(e)(3) and (4), a reasonable period of time before the date of sale. Each holder agrees to keep such disclosure, and all information concerning the Company and the Parent, strictly confidential, and acknowledges that such information may be material and non-public, that applicable securities laws may restrict trading in securities while in possession of it, and that the holder is subject to any insider trading policy applicable to the holder. The Company may condition the delivery of Rule 701 disclosure on the holder’s execution of a confidentiality agreement in a form satisfactory to the Company and the Parent.
Notwithstanding the foregoing, the Company is not required to rely on Rule 701 with respect to any award. The Committee may determine, with respect to any award or group of awards, that the offer and sale of the shares of Common Stock subject thereto shall be made in reliance on Section 4(a)(2) of the Securities Act, Regulation D promulgated thereunder, or any other available exemption, and, with respect to offers and sales in the State of California, in reliance on Section 25102(f) of the California Corporations Code or any other available exemption, in each case in lieu of Rule 701 and Section 25102(o). Where the Committee so determines, the Agreement relating to such award shall contain the representations and covenants required for the exemption relied upon, the Company shall obtain such information regarding the holder as that exemption requires, including any accredited investor or sophistication representation, and the Company shall make any notice or other filing required in connection with that exemption, including the notice filing required under Section 25102(f) of the California Corporations Code, which is a separate filing from the notice filing required under Section 25102(o).
16
The Committee shall satisfy itself, before each grant, that the grant may be made within the limits of Rule 701(d) or, if it may not, that an alternative exemption is available and is elected in accordance with the preceding paragraph.
4.19 Severability. If any provision of this Plan or of any Agreement is held to be invalid, illegal or unenforceable in any respect, such provision shall be given effect to the greatest extent permitted, and the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired.
4.20 Section 83(b) Elections. This Section 4.20 applies to any award under this Plan pursuant to which shares of Common Stock are issued to a holder at a time when those shares are subject to a substantial risk of forfeiture within the meaning of Section 83 of the Code, including a Restricted Stock Award and shares issued upon an early exercise permitted under Section 2.1(b). If a holder makes an election under Section 83(b) of the Code to be taxed with respect to such shares as of the date of transfer rather than as of the date or dates upon which the holder would otherwise be taxable under Section 83(a) of the Code, the holder shall deliver a copy of the election to the Company promptly after filing it with the Internal Revenue Service, together with proof of the timely filing thereof. An election under Section 83(b) of the Code must be filed with the Internal Revenue Service no later than thirty (30) days after the date the shares are transferred, and that period cannot be extended. Neither the Company nor the Parent makes any such election on behalf of any holder, files any such election on behalf of any holder, or undertakes to notify any holder of the availability of or the deadline for any such election, and neither shall have any responsibility for making, or for the consequences of a failure to make or to timely file, any such election. Each holder is advised to consult the holder’s own tax advisor.
V. TRANSFER RESTRICTIONS AND COMPANY RIGHTS
5.1 Restrictions on Transfer. No share of Common Stock acquired under this Plan may be sold, assigned, transferred, pledged, hypothecated, encumbered or otherwise disposed of, whether voluntarily, involuntarily or by operation of law, except (i) with the prior written consent of the Committee, which may be granted or withheld in its sole discretion, (ii) to the Company, or (iii) by will or the laws of descent and distribution, or to a trust or family limited partnership established solely for the benefit of the holder or the holder’s immediate family, in each case with the Committee’s prior written consent and provided that the transferee agrees in writing to be bound by this Article V and, if the Company is then party to a Stockholders Agreement, executes a joinder to it (each such permitted transferee, a “Permitted Transferee”). Any purported transfer in violation of this Section 5.1 shall be void and of no effect, and the Company shall not be required to recognize it on its books or to treat the purported transferee as the owner of such shares or to accord to such purported transferee any rights of a stockholder. The restrictions of this Article V shall terminate upon the closing of a Qualifying Public Offering, other than Section 5.6, which shall survive in accordance with its terms.
5.2 Right of First Refusal. Before any share of Common Stock acquired under this Plan may be transferred to a person other than a Permitted Transferee, the holder shall deliver to the Company a written notice specifying the proposed transferee, the number of shares, the price and all other material terms of the proposed transfer, together with a copy of the definitive written offer. The Company, and such other persons as the Company may designate, including the Parent, shall have the right, exercisable by written notice delivered within thirty (30) days after receipt of the holder’s notice, to purchase all or any part of such shares at the price and on the terms specified in the notice, or, if the proposed consideration is other than cash, at the cash equivalent of such consideration as determined in good faith by the Committee. If the Company does not exercise this right in full, the holder may, during the sixty (60) day period following expiration of the Company’s exercise period, transfer the remaining shares to the proposed transferee at no less than the specified price and on no more favorable terms, provided that the transferee first agrees in writing to be bound by this Article V and, if the Company is then party to a Stockholders Agreement, executes a joinder to it. Any shares not so transferred within such period shall again become subject to this Section 5.2.
17
5.3 Company Repurchase Right. Upon a holder ceasing to be a Service Provider for any reason, the Company shall have the right, but not the obligation, exercisable by written notice delivered at any time within ninety (90) days after the later of the date the holder ceases to be a Service Provider and the date the shares are acquired upon exercise or settlement of an award, to repurchase from the holder and any Permitted Transferee all or any portion of the shares of Common Stock acquired under this Plan. The purchase price shall be the Fair Market Value of such shares determined as of the date the repurchase notice is delivered. Notwithstanding the foregoing, any share that is unvested at the time the holder ceases to be a Service Provider may instead be repurchased at the price paid by the holder for such share, provided that such repurchase right is exercised within ninety (90) days after the holder ceases to be a Service Provider.
The purchase price shall be payable, at the Company’s election, in cash, by cancellation of indebtedness owed by the holder to the Company or the Parent, in each case paid or cancelled in full at the closing of the repurchase. If the Company is unable to pay the purchase price in full at that time, it may not exercise the repurchase right. Upon delivery of the repurchase notice and tender of the purchase price, the shares shall be deemed repurchased and cancelled and the holder shall cease to have any rights with respect to them, whether or not the certificates therefor have been surrendered. The Company may assign this repurchase right, in whole or in part, to the Parent or to any other person the Company designates.
This Section 5.3 is intended to conform to Sections 260.140.41 and 260.140.42 of Title 10 of the California Code of Regulations. Nothing in this Section 5.3 permits the repurchase of a vested share at less than its Fair Market Value, and any provision of this Plan or of any Agreement that would do so is of no effect. Forfeiture of unvested awards under Section 2.2 or Section 3.2(b), and recoupment under Section 4.12, are the Company’s remedies in the case of a termination for Cause or Detrimental Activity, and this Section 5.3 shall not be read to supply an additional discount.
5.4 Drag-Along. If the Company is party to a Stockholders Agreement, then as a condition to the issuance of any share of Common Stock under this Plan the holder shall execute and deliver a joinder to it and shall thereafter be bound by its terms. Whether or not the Company is party to any such agreement, if the holders of a majority of the outstanding voting stock of the Company, or the Parent, approve a sale of the Company, whether structured as a merger, consolidation, sale of stock, sale of all or substantially all assets or otherwise, each holder shall, if so requested, (i) vote all shares held by such holder in favor of such transaction, (ii) sell such holder’s shares on the same terms and at the same per share consideration, subject to any liquidation preference or similar right, as the other holders of the same class, (iii) waive any appraisal or dissenters rights to the fullest extent permitted by applicable law, and (iv) execute and deliver all documents reasonably requested in connection with such transaction. In the event of any conflict between a Stockholders Agreement and this Plan, this Plan shall control unless the Committee determines otherwise.
5.5 Voting; Information Rights. Each holder of shares of Common Stock acquired under this Plan agrees to vote all such shares in the same proportion as the shares held by the Parent are voted on any matter submitted to a vote of the stockholders of the Company, and grants to the Company, and to each officer of the Company designated by the Board, a proxy to so vote such shares, which proxy is coupled with an interest and is irrevocable to the fullest extent permitted by Section 705 of the California Corporations Code. As contemplated by Section 705(b) of the California Corporations Code, each such proxy is granted for, and shall remain valid for, a period of ten (10) years from the date of its grant, and each holder agrees to grant a replacement proxy on the same terms upon the request of the Company at or before the end of that period. This agreement to vote is intended to constitute an agreement among shareholders within the meaning of Section 706 of the California Corporations Code and is specifically enforceable. Each holder agrees not to cumulate votes in the election of directors other than as directed by the Parent.
18
Each holder waives any preemptive right, right of participation, right of first offer or similar right with respect to the issuance of securities by the Company, and agrees not to request or demand information concerning the Company other than the information furnished under Section 5.9 or under Rule 701(e), or as expressly provided in any Stockholders Agreement. Each holder further agrees that, before exercising any right of inspection under Sections 1600 through 1602 of the California Corporations Code, such holder shall give the Company five (5) business days written notice stating the purpose of the inspection and shall enter into a confidentiality agreement reasonably satisfactory to the Company and the Parent, and that any information obtained shall be used solely for the stated purpose. Each holder acknowledges, and the Company acknowledges, that the rights conferred by Sections 1600 through 1602 of the California Corporations Code may not be limited by the articles or bylaws of the Company, and nothing in this Plan or in any Agreement purports to waive any such right to the extent it may not be waived or limited by agreement.
5.6 Market Standoff. Each holder agrees that, in connection with a Qualifying Public Offering or any other registered offering of equity securities of the Company or of the Parent, such holder shall not, without the prior written consent of the Company and the managing underwriters, directly or indirectly sell, offer to sell, contract to sell, grant any option to purchase, pledge, hypothecate, lend or otherwise transfer or dispose of, or enter into any swap or other arrangement that transfers any of the economic consequences of ownership of, any shares of Common Stock acquired under this Plan, or any securities issued in exchange for or in respect of such shares, during the period beginning on the date of the preliminary prospectus or offering document and ending one hundred eighty (180) days thereafter, or such shorter or longer period as the managing underwriters may require. Each holder agrees to execute a customary lock-up agreement to such effect upon request, and agrees that the Company may impose stop transfer instructions with respect to such securities. This Section 5.6 shall be for the benefit of, and enforceable by, the Company, the Parent and the underwriters as third party beneficiaries, and shall terminate on the third anniversary of the closing of the Qualifying Public Offering.
5.7 Legends. Each certificate or book entry evidencing shares of Common Stock issued under this Plan shall bear legends substantially to the following effect, together with such other legends as the Company may require: (i) that the shares have not been registered under the Securities Act or any state securities laws and may not be transferred absent registration or an available exemption; (ii) that the shares are subject to the transfer restrictions, right of first refusal, repurchase right, drag-along, voting, proxy and market standoff provisions of the FF EAI Robotics Inc. 2026 Equity Incentive Plan and the applicable Agreement, copies of which are on file with the Company; and, if applicable, (iii) that the shares are subject to the Stockholders Agreement. The Company may issue appropriate stop transfer instructions to its transfer agent and may make appropriate notations in its own records.
5.8 Spousal Consent. If a holder is married, or becomes married while holding shares of Common Stock acquired under this Plan, and resides in a community property jurisdiction, the Company may require the holder’s spouse to execute a consent in a form provided by the Company acknowledging and agreeing to be bound by this Article V with respect to any interest such spouse may have in such shares.
5.9 Annual Financial Statements. The Company shall deliver, not less frequently than annually, financial statements of the Company to each holder of an outstanding award and to each person holding shares of Common Stock acquired under this Plan. This obligation continues with respect to a holder who has exercised or settled an award and holds the resulting shares. This obligation is undertaken in connection with the exemption relied upon under Section 25102(o) of the California Corporations Code and, where applicable, the disclosure obligation under Rule 701(e). The Company may condition delivery on the holder’s execution of a confidentiality agreement in a form satisfactory to the Company and the Parent. Each holder agrees to hold such financial statements, and all other information furnished under this Section 5.9 or under Section 4.18, in strict confidence, to use such information solely in connection with the holder’s awards under this Plan, and to comply with Section 4.18. Each holder acknowledges that such information may be material and non-public. Delivery under this Section 5.9 is in satisfaction of, and in lieu of, any broader information right, except to the extent a right under Sections 1600 through 1602 of the California Corporations Code may not be limited by agreement.
5.10 Survival. The provisions of this Article V shall be binding upon each holder and upon such holder’s heirs, executors, administrators, legal representatives, successors, assigns and Permitted Transferees, and shall survive the termination of such holder’s service, the exercise or settlement of any award, and the termination of this Plan.
19
Exhibit 10.2
FF EAI ROBOTICS INC.
2026 EQUITY INCENTIVE PLAN
STOCK OPTION AGREEMENT
(United States)
Any capitalized terms used but not defined in this Stock Option Agreement (this “Option Agreement”) shall have the meanings ascribed to such terms in the FF EAI Robotics Inc. 2026 Equity Incentive Plan (as amended from time to time, the “Plan”). In the event of any conflict between this Option Agreement and the Plan, the Plan shall prevail.
NOTICE OF STOCK OPTION GRANT
Name: _________________________________
Address: _________________________________
The Holder named above has been granted an option (the “Option”) to purchase shares (the “Shares”) of common stock, without par value, of FF EAI Robotics Inc., a California corporation (the “Company”), subject to the terms and conditions of the Plan and this Option Agreement, as follows:
Date of Grant: _________________________________
Vesting Commencement Date: _________________________________
Exercise Price per Share: $ _________________________________
Total Number of Shares Granted: _________________________________
Total Exercise Price: $ _________________________________
Type of Option (check one): [ ] Incentive Stock Option [ ] Nonqualified Stock Option
Early Exercise (check one): [ ] Permitted [ ] Not permitted
Term/Expiration Date: _________________________________
Vesting Schedule. Subject to the Holder continuing to be a Service Provider through each vesting date, this Option shall vest and become exercisable as follows: [twenty-five percent (25%)] of the Shares subject to the Option shall vest on the [six (6) month] anniversary of the Vesting Commencement Date; and the remaining [seventy-five percent (75%)] of the Shares subject to the Option shall vest in [thirty-six (36)] substantially equal monthly installments, the first of which shall vest on the first anniversary of the Vesting Commencement Date and each of the remaining [thirty-five (35)] of which shall vest on the same day of each succeeding calendar month, so that the Option shall be fully vested on the [forty-seventh (47th)] monthly anniversary of the Vesting Commencement Date. If a monthly vesting date would fall on a day that does not exist in a given calendar month, the installment shall vest on the last day of that month. Fractional Shares resulting from the foregoing shall be carried forward and shall vest with the final installment.
Termination Period. Any unvested portion of the Option shall terminate immediately upon the Holder ceasing to be a Service Provider. Any vested portion of the Option shall be exercisable for ninety (90) days after the Holder ceases to be a Service Provider, unless such cessation is due to (i) the Holder’s death or disability, in which case any such vested portion of the Option shall be exercisable for twelve (12) months after the Holder ceases to be a Service Provider and shall terminate thereafter, or (ii) the Holder’s termination for Cause or the Holder’s engagement in Detrimental Activity, in which case, to the extent permissible under applicable law, this Option, including any vested portion, shall terminate immediately. Notwithstanding the foregoing, in no event may this Option be exercised after the Term/Expiration Date set forth above, and this Option may be subject to earlier termination as provided in the Plan.
Option Subject to Acceptance of Agreement. This Option shall be null and void unless the Holder accepts this Option Agreement by executing it in the space provided below and returning an executed copy to the Company within fifteen (15) days after the date this Option Agreement is first made available to the Holder for execution.
AGREEMENT
| 1. | Grant of Option. The Committee hereby grants to the Holder an option to purchase the number of Shares set forth in the Notice of Stock Option Grant, at the exercise price per Share set forth therein (the “Exercise Price”), subject to the terms and conditions of this Option Agreement and of the Plan, which are incorporated herein by reference. In the event of a conflict between the terms and conditions of the Plan and this Option Agreement, the terms and conditions of the Plan shall prevail. |
If designated in the Notice of Stock Option Grant as an Incentive Stock Option (“ISO”), this Option is intended to qualify as an “incentive stock option” as defined in Section 422 of the Code. Nevertheless, to the extent that it exceeds the $100,000 rule of Section 422(d) of the Code, this Option shall be treated as a Nonqualified Stock Option (“NSO”). Further, if for any reason this Option or any portion of it shall not qualify as an ISO, then, to the extent of such nonqualification, such Option or portion shall be regarded as an NSO granted under the Plan. The Holder acknowledges that an ISO may be granted only to an individual who is on the Date of Grant an employee of the Company or of a parent corporation or subsidiary corporation of the Company within the meaning of Sections 424(e) and 424(f) of the Code, and that an individual employed by an entity that is not the Company, a parent corporation or a subsidiary corporation of the Company on that date is not eligible for ISO treatment. The Holder further acknowledges that ISO treatment depends on the Company continuing to be a parent or subsidiary corporation of the Holder’s employer, and that the Company gives no assurance that it will remain so. In no event shall the Committee, the Company, the Parent or any of their respective subsidiaries, employees or directors have any liability to the Holder or any other person due to the failure of the Option to qualify for any reason as an ISO.
| 2. | Exercise of Option. |
| (a) | Right to Exercise. This Option shall be exercisable during its term in accordance with the Vesting Schedule set out in the Notice of Stock Option Grant and with the applicable provisions of the Plan and this Option Agreement. |
2
| (b) | Method of Exercise. This Option shall be exercisable by delivery of an exercise notice in the form attached as Exhibit A (the “Exercise Notice”) or in such other manner and pursuant to such procedures as the Committee may determine, which shall state the election to exercise the Option, the number of Shares with respect to which the Option is being exercised (the “Exercised Shares”), and such other representations and agreements as may be required by the Company. As a condition to exercise, the Holder must execute and deliver an assignment separate from certificate endorsed in blank, a spousal consent if applicable, a joinder to the Stockholders Agreement if the Company is then party to one, and any other document reasonably required of a stockholder, including any then in effect lock-up agreement, voting agreement, proxy or co-sale agreement. This Option shall be deemed exercised upon receipt by the Company of a fully executed Exercise Notice accompanied by payment of the aggregate Exercise Price as to all Exercised Shares, together with any applicable tax withholding, and all other required documents signed by the Holder. |
No Shares shall be issued pursuant to the exercise of this Option unless such issuance and such exercise comply with all applicable laws, including the availability of an exemption from registration under the Securities Act. Assuming such compliance, for income tax purposes the Shares shall be considered transferred to the Holder on the date on which the Option is exercised with respect to such Shares.
| (c) | Early Exercise. If the Notice of Stock Option Grant provides that early exercise is permitted, then notwithstanding Section 2(a) the Holder may exercise this Option in whole or in part before the Shares subject to it have vested, as permitted by Section 2.1(b) of the Plan. Any such exercise shall be effected by delivery of an executed Early Exercise Stock Purchase Agreement in the form provided by the Company, together with payment in full of the Exercise Price for the Shares being purchased. Shares purchased on an exercise under this Section 2(c) shall be unvested Shares, shall vest on the schedule set out in the Notice of Stock Option Grant as though the Option had not been exercised, and shall remain subject to forfeiture and to the Company’s right under Section 5.3 of the Plan to repurchase them at the Exercise Price paid for them until they vest. An exercise under this Section 2(c) does not accelerate vesting. If the Notice of Stock Option Grant does not provide that early exercise is permitted, this Option may be exercised only to the extent it has vested. |
| (d) | Section 83(b) Election on an Early Exercise. The Holder acknowledges that an election under Section 83(b) of the Code may be available with respect to Shares purchased on an exercise under Section 2(c), that any such election must be filed with the Internal Revenue Service no later than thirty (30) days after the date the Shares are transferred and that this period cannot be extended, that the Company does not make or file any such election on the Holder’s behalf and does not undertake to notify the Holder of the availability of or the deadline for any such election, and that Section 4.20 of the Plan requires the Holder to deliver to the Company a copy of any election so filed together with proof of timely filing. The Holder is advised to consult the Holder’s own tax advisor. |
| (e) | Effect of Early Exercisability on ISO Treatment. If this Option is an ISO and the Notice of Stock Option Grant provides that early exercise is permitted, the Holder acknowledges that Shares as to which this Option becomes exercisable before they vest are taken into account under the one hundred thousand dollar ($100,000) limitation of Section 422(d) of the Code in the calendar year in which this Option first becomes exercisable as to those Shares, and that the portion of this Option in excess of that limitation shall be treated as a Nonqualified Stock Option. |
3
| 3. | Method of Payment. Payment of the aggregate Exercise Price shall be by any of the following or a combination thereof, at the election of the Holder and if and to the extent permitted by the Committee in its sole discretion: (a) cash; (b) check; (c) a net exercise, by authorizing the Company to withhold whole Shares otherwise deliverable on exercise having an aggregate Fair Market Value, determined as of the date of exercise, equal to the aggregate Exercise Price; or (d) surrender of other Shares which (i) shall be valued at Fair Market Value on the date of exercise and (ii) must be owned free and clear of any liens, claims, encumbrances or security interests, but only if accepting such Shares would not, in the sole discretion of the Committee, result in adverse accounting consequences to the Company or the Parent. The Holder acknowledges that no cashless exercise or broker-assisted sale program exists or is required to be established, and that no promissory note or other extension of credit by the Company or the Parent may be used to pay the Exercise Price. |
| 4. | Restrictions on Exercise. This Option may not be exercised if the issuance of Shares upon such exercise, or the method of payment of consideration for such Shares, would constitute a violation of any applicable law. |
| 5. | Holder Representations. As a condition to each exercise of this Option, the Holder shall represent and warrant to the Company that: (a) the Holder is acquiring the Shares for the Holder’s own account, for investment and not with a view to, or for resale in connection with, any distribution thereof within the meaning of the Securities Act; (b) the Holder understands that the Shares have not been registered under the Securities Act or any state securities laws, are being issued in reliance on Rule 701 or Section 4(a)(2) thereof, and may not be transferred except pursuant to an effective registration statement or an available exemption; (c) if the Committee has determined under Section 4.18 of the Plan that the offer and sale of the Shares is made in reliance on Section 4(a)(2) of the Securities Act or Regulation D promulgated thereunder, the Holder is an accredited investor within the meaning of Rule 501(a) under the Securities Act or, if not, the Holder either alone or with the Holder’s purchaser representative has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the investment, and the Holder shall furnish the Company such information as it reasonably requests to confirm the foregoing; (d) the Holder understands that there is no public market for the Shares, that none may ever develop, that the Shares are subject to the transfer restrictions, right of first refusal, repurchase right, drag-along, voting, proxy and market standoff provisions of Article V of the Plan and of any Stockholders Agreement, and that the Holder may be required to bear the economic risk of the investment indefinitely; (e) the Holder has had an opportunity to ask questions of, and receive answers from, the Company concerning the Company, the Parent and the terms of the Shares, and has had access to such information as the Holder considers necessary to make an informed investment decision; and (f) the Holder is able to bear the complete loss of the Holder’s investment in the Shares. The Company may require such additional representations, and such further evidence, as it deems necessary to establish the availability of an exemption from registration. |
4
| 6. | California Securities Law. The offer and sale of the Shares in the State of California is intended to be exempt from qualification under Section 25102(o) of the California Corporations Code or, where the Committee has so determined under Section 4.18 of the Plan, under Section 25102(f) of that code. Where the exemption relied upon is Section 25102(o), this Option Agreement is intended to satisfy the requirements applicable to that exemption, including Sections 260.140.41 and 260.140.42 of Title 10 of the California Code of Regulations. Accordingly, the Exercise Price is not less than one hundred percent of the Fair Market Value of a Share on the Date of Grant, and the term of this Option does not exceed ten (10) years; provided that, if this Option is designated an Incentive Stock Option and the Holder is on the Date of Grant a Ten Percent Holder within the meaning of Section 2.1(a) of the Plan, the Exercise Price is not less than one hundred ten percent of the Fair Market Value of a Share on the Date of Grant and the term of this Option does not exceed five (5) years. In addition, the post-termination exercise periods set forth in the Notice of Stock Option Grant are not less than thirty (30) days and, in the case of death or disability, not less than six (6) months, and the Company’s repurchase right under Section 5.3 of the Plan is exercisable with respect to a vested Share only at Fair Market Value. The Holder acknowledges the following legend, which shall appear on any certificate or book entry evidencing the Shares: |
THE SALE OF THE SECURITIES THAT ARE THE SUBJECT OF THIS AGREEMENT HAS NOT BEEN QUALIFIED WITH THE COMMISSIONER OF FINANCIAL PROTECTION AND INNOVATION OF THE STATE OF CALIFORNIA AND THE ISSUANCE OF SUCH SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION THEREFOR PRIOR TO SUCH QUALIFICATION IS UNLAWFUL, UNLESS THE SALE OF SECURITIES IS EXEMPT FROM QUALIFICATION BY SECTION 25100, 25102 OR 25105 OF THE CALIFORNIA CORPORATIONS CODE. THE RIGHTS OF ALL PARTIES TO THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON SUCH QUALIFICATION BEING OBTAINED, UNLESS THE SALE IS SO EXEMPT.
| 7. | Transfer Restrictions; Company Rights. The Option and the Shares are subject in all respects to Article V of the Plan, the terms of which are incorporated herein by reference, including without limitation (a) the prohibition on transfer set forth in Section 5.1, (b) the right of first refusal set forth in Section 5.2, (c) the Company’s right to repurchase the Shares at Fair Market Value upon the Holder ceasing to be a Service Provider, exercisable within ninety (90) days after the later of the date the Holder ceases to be a Service Provider and the date the Shares are acquired, as set forth in Section 5.3, (d) the drag-along obligation set forth in Section 5.4, and the obligation to join any Stockholders Agreement to which the Company is then party, (e) the agreement to vote in proportion with the Parent, the related proxy, and the limitations on information and inspection rights, set forth in Section 5.5, together with the Company’s obligation to furnish annual financial statements and the Holder’s confidentiality undertaking under Section 5.9, (f) the market standoff obligation set forth in Section 5.6, and (g) the legend and stop transfer provisions set forth in Section 5.7. The Holder acknowledges having read Article V of the Plan and agrees to be bound by it. |
| 8. | Corporate Transactions. The Holder acknowledges that, in the event of an Acquisition or an Other Combination, this Option will be subject to the agreement evidencing that transaction, which need not treat all outstanding awards in an identical manner, and that as provided in Section 4.8 of the Plan such agreement may without the Holder’s consent provide for the continuation, assumption or substitution of this Option, for its full or partial acceleration, for its settlement in cash or securities followed by cancellation, or for its termination. The Holder further acknowledges that, immediately following such a transaction, this Option will terminate and cease to be outstanding except to the extent it has been continued, assumed or substituted, and that no portion of this Option will vest, become exercisable or be settled automatically by reason of such a transaction. |
5
| 9. | Non-Transferability of Option. This Option may not be transferred or pledged in any manner other than by will, by the laws of descent and distribution or pursuant to beneficiary designation procedures approved by the Company as contemplated by Sections 4.4 and 4.11 of the Plan, and may be exercised during the lifetime of the Holder only by the Holder. The terms of the Plan and this Option Agreement shall be binding upon the executors, administrators, heirs, successors and assigns of the Holder. |
| 10. | Term of Option. This Option may be exercised only within the term set out in the Notice of Stock Option Grant, and may be exercised during such term only in accordance with the terms of the Plan and this Option Agreement. |
| 11. | Tax Obligations. |
| (a) | Tax Withholding. The Holder agrees to make appropriate arrangements with the Company, the Parent or the entity employing or retaining the Holder for the satisfaction of all federal, state, local and foreign income and employment tax withholding requirements applicable to any exercise of the Option or disposition of the Option or the Shares (“Required Tax Payments”). The Holder acknowledges and agrees that the Company may, in its discretion, refuse to honor any exercise, refuse to deliver Shares, or deduct Required Tax Payments from any amount then or thereafter payable by the Company or the Parent to the Holder, if any Required Tax Payments are not delivered at or prior to the time of exercise. Because the Holder may be employed by the Parent or an affiliate of the Parent while providing services to the Company, the Holder authorizes withholding by any of them and consents to their sharing of information necessary to determine and satisfy the withholding obligation. |
| (b) | Notice of Disqualifying Disposition of ISO Shares. If this Option is an ISO, and if the Holder sells or otherwise disposes of any of the Shares acquired pursuant to the ISO on or before the later of (i) the date two (2) years after the Date of Grant or (ii) the date one (1) year after the date of exercise, the Holder shall immediately notify the Company in writing of such disposition. The Holder acknowledges that in such event the Holder may be subject to income tax withholding on the compensation income recognized. |
| (c) | Section 409A and Valuation. The Holder acknowledges that the Exercise Price has been set at the Fair Market Value of a Share on the Date of Grant as determined in good faith by the Committee. Under Section 409A of the Code, an option granted with an exercise price that is determined by the Internal Revenue Service to be less than fair market value on the date of grant, or that covers other than “service recipient stock,” may be treated as deferred compensation, which may result in (i) income recognition by the Holder prior to exercise, (ii) an additional twenty percent (20%) federal income tax, and (iii) potential penalty and interest charges, as well as additional state income, penalty and interest charges. The Holder acknowledges that neither the Company nor the Parent has guaranteed that the Internal Revenue Service will agree with the Committee’s valuation or that the Shares will be treated as service recipient stock with respect to the Holder, and that this question is of particular significance where the Holder is employed by the Parent or an affiliate of the Parent and provides services to the Company under a services agreement. The Holder agrees that if the Internal Revenue Service determines that this Option was granted with an exercise price less than fair market value, or covers other than service recipient stock, or is deferred compensation within the meaning of Section 457A of the Code, the Holder shall be solely responsible for all resulting taxes, penalties, interest and costs. |
6
| 12. | Confidentiality and Material Non-Public Information. The Holder acknowledges that the Company may from time to time be a subsidiary of an entity whose securities are registered under Section 12 of the Exchange Act, that information concerning the Company and the Plan may in that case constitute material non-public information concerning that entity, and that the securities laws of the United States prohibit any person in possession of such information from purchasing or selling that entity’s securities or from communicating such information to any other person who may do so. The Holder agrees to hold all such information, including any disclosure delivered under Rule 701 and the Company’s financial statements, in strict confidence, to use it solely in connection with the Holder’s awards under the Plan, and to comply with any insider trading policy applicable to the Holder and any trading blackout imposed. |
| 13. | Clawback and Forfeiture. This Option, the Shares, and any proceeds thereof are subject to Section 4.12 of the Plan and to any clawback or recoupment policy adopted by the Company or the Parent from time to time, or as otherwise required by law. In addition, if the Holder engages in Detrimental Activity or is terminated for Cause, the Committee may cancel this Option, whether or not vested. |
| 14. | Entire Agreement; Governing Law. The Plan is incorporated herein by reference. The Plan and this Option Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company, the Parent or the entity employing or retaining the Holder, on the one hand, and the Holder, on the other, with respect to the subject matter hereof, and may not be modified adversely to the Holder’s interest except by a writing signed by the Company and the Holder, other than an amendment permitted by Section 4.2 or an action taken under Section 4.7, 4.8 or 4.17 of the Plan or Article V of the Plan. This Option Agreement is governed by the internal substantive laws, but not the choice of law rules, of the State of California. |
| 15. | No Guarantee of Continued Service. The Holder acknowledges and agrees that the vesting of the Option pursuant to the Vesting Schedule is earned only by continuing as a Service Provider at the will of the Company, the Parent or the entity employing or retaining the Holder, and not through the act of being hired, being granted this Option or acquiring Shares. The Holder further acknowledges and agrees that this Option Agreement, the transactions contemplated hereunder and the Vesting Schedule do not constitute an express or implied promise of continued engagement as a Service Provider for the vesting period, for any period, or at all, and shall not interfere in any way with the Holder’s right, or the right of the Company, the Parent or the entity employing or retaining the Holder, to terminate the Holder’s relationship as a Service Provider at any time, with or without cause. The Holder further acknowledges that the services agreement between the Company and the Parent under which the Holder may provide services to the Company may be terminated or amended at any time, and that no such termination or amendment shall give rise to any claim under the Plan or this Option Agreement. |
| 16. | Acknowledgments. The Holder acknowledges receipt of a copy of the Plan and represents that the Holder is familiar with its terms and provisions, and hereby accepts this Option subject to all of them. The Holder has reviewed the Plan and this Option Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Option Agreement, and fully understands all terms and conditions of the Option. The Holder agrees to accept as binding, conclusive and final all decisions and interpretations of the Committee upon any questions arising under the Plan or this Option Agreement, and agrees to notify the Company upon any change in the residence address indicated below. |
7
By the Holder’s signature below, the Holder acknowledges and agrees that the grant of this Option is in full satisfaction of any oral or written promise to grant a stock option, equity or any equity-related interest in the Company, the Parent or any of their respective subsidiaries, including any promise set forth in an offer letter or other agreement and any related oral discussions (a “Promised Interest”). Accordingly, the Holder irrevocably and unconditionally releases and forever discharges the Company, the Parent and their respective subsidiaries, and each of their respective successors, assigns, directors, officers, employees, consultants, agents, representatives, members, stockholders and affiliates, from any obligation to issue any securities or any other compensation in respect of the Promised Interest, and from any and all claims, liabilities or obligations, whether now existing or hereafter arising, which in any way relate to or arise out of the Promised Interest.
The Holder acknowledges that the Holder has been advised to consult with legal counsel and is familiar with the provisions of California Civil Code Section 1542, a statute that otherwise prohibits the release of unknown claims, which provides as follows:
A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.
The Holder expressly waives the protection of Section 1542 and of any comparable statute or common law principle of any other jurisdiction, with respect to the Promised Interest.
HOLDER
Signature: _________________________________
Print Name: _________________________________
Residence Address: _________________________________
Date: _________________________________
FF EAI ROBOTICS INC.
By: _________________________________
Print Name: _________________________________
Title: _________________________________
Date: _________________________________
8
EXHIBIT A
EXERCISE NOTICE
FF EAI Robotics Inc.
Attention: Stock Administration
| 1. | Exercise of Option. Effective as of today, ____________, the undersigned (the “Holder”) hereby elects to exercise the Holder’s option (the “Option”) to purchase ________ shares (the “Shares”) of common stock, without par value, of FF EAI Robotics Inc., a California corporation (the “Company”) under and pursuant to the FF EAI Robotics Inc. 2026 Equity Incentive Plan (the “Plan”) and the Stock Option Agreement dated ____________ (the “Option Agreement”). Any capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Plan or the Option Agreement. This Exercise Notice may be used only to exercise the Option to the extent it has vested. An exercise before vesting, if permitted under Section 2(c) of the Option Agreement, is effected by delivery of an Early Exercise Stock Purchase Agreement and not by this Exercise Notice. |
| 2. | Delivery of Payment. The Holder herewith delivers to the Company the full Exercise Price of the Shares, as set forth in the Option Agreement, and all withholding taxes due in connection with the exercise of the Option. As a condition to exercise, the Holder also delivers herewith an executed joinder to the Stockholders Agreement if the Company is then party to one, an assignment separate from certificate endorsed in blank, a spousal consent if applicable, and any lock-up, voting, proxy or co-sale agreement requested by the Company. |
| 3. | Representations of the Holder. The Holder acknowledges that the Holder has received, read and understood the Plan and the Option Agreement and agrees to abide by and be bound by their terms and conditions. The Holder hereby makes, as of the date hereof, each of the representations and warranties set forth in Section 5 of the Option Agreement. |
| 4. | Rights as Stockholder. Until the issuance of the Shares, as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company, no right to receive dividends or any other rights as a stockholder shall exist with respect to the Shares, notwithstanding the exercise of the Option. The Shares shall be issued to the Holder as soon as practicable after the Option is exercised in accordance with the Option Agreement. No adjustment shall be made for a dividend or other right for which the record date is prior to the date of issuance except as expressly provided in the Plan. The Shares are subject to the voting agreement, the related proxy and the limitations on information and inspection rights set forth in Section 5.5 of the Plan. |
| 5. | Tax Consultation. The Holder understands that the Holder may suffer adverse tax consequences as a result of the Holder’s purchase or disposition of the Shares. The Holder represents that the Holder has consulted with any tax advisors the Holder deems advisable in connection with the purchase or disposition of the Shares and that the Holder is not relying on the Company or the Parent for any tax advice. |
| 6. | Restrictive Legends and Stop-Transfer Orders. The Holder understands and agrees that the Company may cause the legends described in Section 5.7 of the Plan, together with any other legends required by the Company or by applicable securities laws, to be placed upon any certificate or book entry evidencing ownership of the Shares, and that the Company may issue appropriate stop transfer instructions to its transfer agent, if any, and make appropriate notations to the same effect in its own records. The Company shall not be required to transfer on its books any Shares that have been sold or otherwise transferred in violation of the Plan, the Option Agreement or this Exercise Notice, or to treat as the owner of such Shares, or to accord any rights to, any purported transferee to whom such Shares have been so transferred. |
9
| 7. | Successors and Assigns. The Company may assign any of its rights under this Exercise Notice to one or more assignees, including the Parent, and this Exercise Notice shall inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer set forth herein and in the Plan, this Exercise Notice shall be binding upon the Holder and the Holder’s heirs, executors, administrators, successors and assigns. |
| 8. | Interpretation. Any dispute regarding the interpretation of this Exercise Notice shall be submitted by the Holder forthwith to the Committee. The resolution of such a dispute by the Committee shall be final and binding on all parties. |
| 9. | Governing Law; Severability. This Exercise Notice is governed by the internal substantive laws, but not the choice of law rules, of the State of California. In the event that any provision hereof becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, this Exercise Notice shall continue in full force and effect. |
| 10. | Entire Agreement. The Plan and the Option Agreement are incorporated herein by reference. This Exercise Notice, the Plan and the Option Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements with respect to the subject matter hereof. |
SUBMITTED BY: HOLDER
Signature: _________________________________
Print Name: _________________________________
Address: _________________________________
ACCEPTED BY: FF EAI ROBOTICS INC.
By: _________________________________
Print Name: _________________________________
Title: _________________________________
Date Received: _________________________________
10
Exhibit 99.1
Faraday Future Announces
FF EAI Robotics’ Employee Incentive Plan to Allocate Approximately 25% of Its Outstanding
Shares for Stock Options for Its Core
Team, Aiming to Establish an Industry-First Partnership Model
| ● | The long-term equity incentive plan is designed to align the interests of the core team with FF and its stockholders. FF aims to build the world’s only “One-Brain Multi-Form Multi-Capability” FF EAI Robot World, with Version 2.0 now complete. |
| ● | FF believes it has become the U.S. robotics company with the most complete range of robot forms, the broadest size coverage and the largest number of robot models. |
Los Angeles, CA (September 23, 2026) – Faraday Future Intelligent Electric Inc. (NASDAQ: FFAI) (“Faraday Future,” “FF” or the “Company”), a California-based global Embodied AI (EAI) ecosystem company, today announced a long-term employee equity incentive plan at its robotics subsidiary, FF EAI Robotics Inc. (“FFR”). FF EAI Robotics is allocating approximately 25% of the capitalization of FF EAI Robotics on a fully diluted basis as the 2026 Equity Incentive Plan to provide long-term equity incentives for the Company’s core management team, key leaders, and key employees. The proposed plan is intended to further strengthen FF’s robotics strategy and help FF EAI Robotics establish a partnership model in the robotics industry. Such equity of FFR is not convertible to equity of FFAI.
“The equity incentive plan is intended to create a long-term incentive and value-sharing mechanism,” said YT Jia, Founder and Global CEO of FF. “By linking the core team’s long-term interests to the growth of our robotics business and enterprise value, we aim to align the interests of our team, the Company and our stockholders. We believe this will encourage a partnership mindset, sustained commitment and long-term value creation.”
FF EAI Robot World 2.0 Now Complete with 11 Models and 24 Products
FF aims to build the world’s only “One-Brain Multi-Form Multi-Capability” FF EAI Robot World. Its “Four-Core Full-Stack AI” ecosystem is taking shape, and Robot World 2.0 is complete. Spanning three robot forms, five series, 11 models and 24 products, FF believes its lineup offers the most complete range of robot forms, broadest size coverage and most models of any U.S. robotics company—providing industries and users with an EAI Brain, solutions and data across those forms.
At its 919 FF EAI Robotics “Four-Core Full-Stack AI” Ecosystem New Product Series Launch, FF launched nine EAI Device configurations across two robot forms, three series and five models: FF All-New Futurist, FF Master Mini, FX Aegis Hyper, FX Aegis Mega and FX Aegis Classic Ultra-W. All nine are now available for sale and delivery. FF also launched four Industry Productivity Solutions for K-12 Education, Research, Security and Inspection.
Long-Term Equity Incentive Plan Designed to Maximize Value for FF Stockholders
FF believes the global robotics industry is at a pivotal stage in its transition from technology validation to large-scale commercial deployment. Against this backdrop, the long-term equity incentive plan is intended to help FF EAI Robotics attract, retain and motivate the talent needed to advance FF’s robotics strategy.
Equity incentives are widely used by AI and technology companies to attract and retain key talent and align employees’ long-term interests with those of stockholders. FF believes the plan has four strategic benefits:
First, for FF stockholders, the plan is intended to maximize long-term stockholder value. By linking the core team’s incentives to the growth of the robotics business, FF aims to strengthen operating efficiency and value creation while keeping stockholder interests at the forefront.
Second, for the Company, the plan is expected to strengthen its ability to attract and retain top talent, encourage an entrepreneurial and partnership-oriented culture, and build the team needed to compete in the robotics industry.
Third, for core management, key leaders and key employees, equity incentives would give them an opportunity to share in the long-term value they help create. FF expects this to encourage greater commitment, creativity, and execution.
Finally, for the industry, FF EAI Robotics aims to become the first robotics company to implement a partnership model, offering an example of how long-term talent incentives can strengthen organizational capabilities across the robotics sector.
2
ABOUT FARADAY FUTURE
Founded in 2014, Faraday Future (FF) is a U.S.-based Physical AI ecosystem company dedicated to reshaping the future of robotics and mobility solutions through AI innovation and technologies. FF focuses on two major product strategies within the Embodied AI (EAI) robotics business: EAI humanoid and bionic robots, and EAI automotive-focused robots. By building a “Four-Core Full-Stack AI” ecosystem comprising the EAI Brain and Developer Platform, EAI Devices, Industry Productivity Solutions and the EAI Data Factory, FF aims to create an evolutionary flywheel: scaled device delivery, data collection and training, continuous evolution of the EAI Brain, stronger product capabilities, and even larger-scale delivery and deployment. Through this flywheel, FF seeks to maximize its commercial value and advance the development of Physical AI.
For more information, please visit Faraday Future’s official website: https://www.ff.com/
FORWARD LOOKING STATEMENTS
This press release includes “forward looking statements” within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. When used in this press release, the words “estimates,” “projected,” “expects,” “anticipates,” “forecasts,” “plans,” “intends,” “believes,” “seeks,” “may,” “will,” “should,” “future,” “propose” and variations of these words or similar expressions (or the negative versions of such words or expressions) are intended to identify forward-looking statements. These forward-looking statements, which include statements regarding Faraday Future Intelligent Electric Inc.’s (the “Company’s”) “Bridge Strategy,” the Company’s growth strategy, FF EAI Robotics Inc.’s 2026 Employee Incentive Plan, including the allocation of 25% of FF EAI Robotics Inc.’s capitalization on a fully diluted basis for long-term equity incentives and the anticipated benefits of the plan, fundraising activities and prospects, the development of markets in which the Company operates or seeks to operate, the production and delivery of the FF 91, the Faraday X (FX) brand, and future compliance with Nasdaq listing requirements, are not guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside the Company’s control, that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements. These forward-looking statements speak only as of the date of this press release, and the Company expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement contained herein to reflect any change in the Company’s expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.
3
Important factors that may affect actual results or outcomes include, among others: the ability of FF EAI Robotics Inc. to obtain any required approvals for, finalize and implement the proposed 2026 Employee Incentive Plan; the potential effects of stock option awards on the Company’s ownership interest in FF EAI Robotics Inc.; whether the plan will attract, retain and motivate key personnel or deliver its anticipated benefits; the Company’s ability to continue as a going concern and improve its liquidity and financial position; the Company’s ability to pay its outstanding obligations, which it currently lacks; the availability of sufficient share capital to meet its current obligations and execute on its strategy; the willingness of convertible debt investors to fund the Company; demand for the Company’s robotics products; the ability of B2B preorder companies to locate customers to purchase our robotics products, on which their nonbinding preorders substantially depend; competition in the robotics industry, which includes companies with far superior experience, funding and name recognition; the ability of the Company to build an EAI education ecosystem that serves both the B2C consumer market and the B2B institutional education market; the acceptance by teachers and students of the Company’s robotics products in the education market; the ability of the Company to expand into additional markets for its robotics products; the Company’s reliance on a single OEM for most of its robotics products; the Company’s reliance on Chinese OEMs for all of its robotics products; the possibility of the federal government banning imports of Chinese robotics products; the Company’s ability to get the planned robotics products to comply with all applicable U.S. rules and regulations; the ability of the robotics OEM to timely supply robotics to the Company; tariff uncertainty for imported products, particularly from China; demand from automobile dealers for robotics products; the Company’s ability to homologate FX vehicles for sale; the Company’s ability to secure the necessary funding to execute on the FX strategy, which is substantial; the Company’s ability to secure an occupancy certificate covering all of its Hanford facility; the Company’s ability to remediate its material weaknesses in internal control over financial reporting and the risks related to the restatement of previously issued consolidated financial statements; the Company’s limited operating history and the significant barriers to growth it faces; the Company’s history of substantial losses and expectation of continued losses; the success of the Company’s payroll expense reduction plan; the Company’s ability to execute on its plans to develop and market its vehicles and the timing of these development programs; the Company’s estimates of the size of the markets for its vehicles and cost to bring them to market; the rate and degree of market acceptance of the Company’s vehicles; the Company’s ability to cover future warranty claims; the success of other competing manufacturers; the performance and security of the Company’s vehicles; current and potential litigation involving the Company; the Company’s ability to receive funds from, satisfy the conditions precedent of and close on the various financings described elsewhere by the Company; the result of future financing efforts, the failure of any of which could result in the Company seeking protection under the Bankruptcy Code; the Company’s indebtedness; the Company’s ability to use its “at-the-market” program; insurance coverage; general economic and market conditions impacting demand for the Company’s products; potential negative impacts of a reverse stock split; potential cost, headcount and salary reduction actions may not be sufficient or may not achieve the expected results; circumstances outside of the Company’s control, such as natural disasters, climate change, health epidemics, terrorist attacks and civil unrest; risks related to the Company’s operations in China; the success of the Company’s remedial measures taken in response to the Special Committee findings; the Company’s dependence on its suppliers and contract manufacturer; the Company’s ability to develop and protect its technologies; the Company’s ability to protect against cybersecurity risks; the Company’s ability to attract and retain employees; any adverse developments in existing legal proceedings or the initiation of new legal proceedings; and volatility of the Company’s stock price.
You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of the Company’s Form 10-Q for the quarter ended June 30, 2026, filed with the SEC on August 13, 2026; the Company’s Form 10-Q for the quarter ended March 31, 2026, filed with the SEC on May 14, 2026; the Company’s Form 10-K filed with the SEC on March 31, 2026; and other documents filed by the Company from time to time with the SEC.
4