Exhibit 10.39


 





 


Execution Copy


 


March 29, 2021


Zvi Glasman 327 Avenue F


Redondo Beach, CA 90277 zvig@yahoo.com


 


Dear Zvi Glasman,


 


This letter amends and restates
your original offer letter from Faraday&Future Inc. (“FF”), dated December 20, 2020 (the “Prior Letter”). Except
as provided otherwise below, the terms of this letter will be effective upon its execution by you.


 


Position


 


You will be
employed by FF and will be its Chief Financial Officer and responsible for capital markets, reporting to its Chief Executive Officer in
the management-based organization and participating in appropriate committees and projects as directed by the Chief Executive Officer.
Effective as of the effective time of the merger of a wholly-owned subsidiary of Property Solutions Acquisition Corp. with and into FF
Intelligent Mobility Global Holdings Ltd., the indirect parent of FF, (“FF Global Holdings”), with FF Global Holdings surviving
and being known as FF Intelligent Electric, Inc. or the “Company”) (such effective time, the “Effective Time”), you
will become the Chief Financial Officer of the Company, reporting to its Chief Executive Officer in the management-based organization
and participating in appropriate committees and projects as directed by the Chief Executive Officer.


 


Compensation


 


Base Salary: Effective April
1, 2021, you will receive an annualized base salary of $600,000.00 that will be paid semi-monthly (less deductions and withholdings required
by law). You will receive a true-up payment for the difference between the base salary you were paid from January 1, 2021 through the
effective time of your salary increase, which, assuming an effective increase date of April 1, 2021, is $70,000.00, on the first payroll
date after the date hereof with respect to your unpaid base salary from January 1, 2021 through the effective date of the base salary
increase. Effective upon the Company reaching a market capitalization of $7,500,000,000.00 based on the last closing price of the Company’
s common stock on a national securities exchange during 20 out of 30 consecutive trading days after the Effective Time, your annualized
base salary will be increased to $1,000,000.00.


 







     


     


    

 


 


 





Bonuses: As an employee,
you also will be eligible to receive a discretionary annual performance bonus, with a target amount of $400,000.00 (the “Annual Bonus”).
Any Annual Bonus will be awarded in
the sole discretion of FF or, after the Effective Time, the Company. Except as otherwise provided herein, you must be an active employee
on the date any Annual Bonus is paid, and the Annual Bonus will not be deemed earned by you and become payable unless or until it is awarded
by FF or the Company, as applicable. The timing of your Annual Bonus shall coincide with similar bonuses paid to other members of FF’s
or, after the Effective Time, the Company’s senior management. In addition, for your considerable efforts on behalf of FF and the Company,
you will receive (i) a special efforts bonus of $300,000.00, payable upon the execution of this letter and not subject to recoupment,
and (ii) a transaction bonus of $400,000.00, payable upon the Effective Time provided that you are still employed by the Company or any
of its subsidiaries on such date, and not subject to recoupment. Both such bonuses will be less deductions and withholdings required by
law.


 


Benefits:
FF provides all full-time employees with subsidized health insurance, the opportunity to participate in FF’s Fidelity 40lk-retirement
plan, paid time off, and holiday entitlement, specific details of which were provided to you shortly after you joined FF.


 


Equity
Incentive: As part of your offer under the Prior Letter, you have received an employee stock option grant equal to 2,000,000
options to purchase Class A Ordinary Shares of FF Global Holdings (the “Initial Grant”). You also have received an
additional grant of 2,000,000 options to purchase Class A Ordinary Shares of FF Global Holdings, which will begin vesting if FF or
the Company reaches the milestone of the start of production of FF’s flagship vehicle -the FF91 (the “Milestone-Based
Grant”). Should FF or the Company reach this milestone, the Milestone-Based Grant will begin vesting on the date such milestone
is reached (the “Milestone Achievement Date”). The Initial Grant and the Milestone-Based Grant were approved by the FF
Global Holdings Board of Directors and are subject to the terms described herein and, to the extent not less favorable to you, of
the FF Global Holdings Equity Incentive Plan (a copy of which has been provided to you under separate cover) or any successor plan
approved by the stockholders of the Company. Your Initial Grant will vest as follows: (1) 40% (or 800,000 options) will vest in
equal monthly installments over a four-year period starting from December 28, 2020, so that 1/48 of such tranche (or 16,667 options)
will vest on the 28th of each month beginning on January 28, 2021; (2) 20% (or 400,000) will vest in equal monthly
installments over a four-year period starting from December 28, 2021, so that 1/48 of such tranche (or 8,333 options) will vest on
the 28th of each month beginning January 28, 2022; (3) 20% (or 400,000) will vest in equal
monthly installments over a four-year period starting from December 28, 2022, so that 1/48 of such tranche (or 8,333 options) will
vest on the 28th of each month beginning January 28, 2023; and (4) 20% (or 400,000) will vest in equal monthly
installments over a four-year period starting from December 28, 2023, so that 1/48 of such tranche (or 8,333 options) will vest on
the 28th of each month beginning January 28, 2024. Your Milestone-Based Grant will vest as follows: (1) 40% (or 800,000
options) will vest over a four-year period starting from the Milestone Achievement Date, with 25% of such tranche (or 200,000
options) vesting on the first anniversary of the Milestone Achievement Date and the remainder (or 600,000 options), vesting in equal
monthly installments over
the next three-year period so that 1/36 of such tranche (or 16,667 options) will vest on the same day of each month as the Milestone
Achievement Date beginning on the month following the first anniversary of the Milestone Achievement Date; (2) 20% (or 400,000) will
vest in equal monthly installments over a four-year period starting from the first anniversary of the Milestone Achievement Date, so
that 1/48 of such tranche (or 8,333 options) will vest on the same day of each month as the Milestone Achievement Date beginning on
the first anniversary of the Milestone Achievement Date; (3) 20% (or 400,000) will vest in equal monthly installments over a
four-year period starting from the second anniversary of the Milestone Achievement Date, so that 1/48 of such tranche (or 8,333
options) will vest on the same day of each month as the Milestone Achievement Date beginning on the second anniversary of the
Milestone Achievement Date; and (4) 20% (or 400,000) will vest in equal monthly installments over a four-year period starting from
the third anniversary of the Milestone Achievement Date, so that 1/48 of such tranche (or 8,333 options) will vest on the same day
of each month as the Milestone Achievement Date beginning on the third anniversary of the Milestone Achievement Date. Any Initial
Grant options or Milestone-Based Grant options that remain unvested on a termination of your employment will be forfeited. Any
vested Initial Grant options will remain exercisable for one year after the termination of your employment for any reason other than
Cause (as defined below). After the termination of your employment for any reason other than Cause (as defined below), any vested
Milestone-Based Grant options will remain exercisable for fifteen (15) days unless such termination is due to your death or
disability, in which case any such vested Milestone-Based Options will remain exercisable for six (6) months.


 




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In addition,
in consideration of your substantial assistance and significant efforts with FF Global Holdings’ completion of its private investment
in public equity (PIPE) transaction in connection with a potential SPAC merger, you have received an additional employee stock option
grant equal to 500,000 options to purchase Class A Ordinary Shares of FF Global Holdings (the“PIPE Grant”). The Pipe Grant was
approved by the FF Global Holdings Board of Directors and is subject to the terms described herein and, to the extent not less favorable
to you, of the FF Global Holdings Equity Incentive Plan or any successor plan approved by the stockholders of the Company. Your PIPE Grant
will, subject to your execution of this letter, become 100% vested and exercisable upon the Effective Time, provided that you are still
employed by the Company or any of its subsidiaries on such date. Any PIPE Grant options that remain unvested on a termination of your
employment will be forfeited and any vested PIPE Grant options will remain exercisable for one year after the termination of your employment
for any reason other than Cause (as defined below).


 


The
Initial Grant options, Milestone-Based Grant options and PIPE Grant options described in this letter have an exercise price per
share equal to $0.391, the fair market value per share of the underlying stock on the date of grant. In consideration of the
difference between this exercise price and the exercise price promised in your Prior Letter, upon the Effective Time, you also will
receive a special bonus equal to $202,500.00 (less deductions and withholdings required by law), provided that you are still
employed by Company or any of its subsidiaries on such date, and not subject to recoupment.


 


You also will
be given the opportunity to become a Pre-Partner of FF Global Partners LLC (“FF Global Partners”). Subject to the terms of the
partnership agreement, you will receive the right to subscribe to 2,000,000 shares of FF Global Partners. You also will receive the right
to subscribe to an additional 2,000,000 shares of FF Global Partners if FF or the Company reaches certain milestones on certain dates
as specified by the Partnership Executive Committee of FF Global Partners. This milestone grant will be tied to the start of production
of FF’s flagship vehicle - the FF91. Should FF (or, after the Effective Time, the Company) reach this milestone by the designated target
date, any milestone-based subscription rights will be issued on the date such


milestone
is reached. The FF Global Partners shares will have an exercise price equal to $0.50 per share.


 


Termination and At-Will Status


 


You and FF
(and, following the Effective Time, the Company) understand and agree that this employment relationship is at-will. Accordingly, there
are no promises or representations concerning the duration of the employment relationship, which may be terminated by either you or FF
(or, following the Effective Time, the Company) at any time, with or without cause or good reason, and with or without advance notice.


 


Severance


 


You may be
entitled to severance pay depending on the circumstances concerning the termination of your employment with FF (or, following the Effective
Time, the Company). Specifically, you will be entitled to severance pay (less applicable withholding taxes) in the form of a lump sum
payment equal to the sum of (i) an amount equal to the equivalent of twelve (12) months’ base salary (based on a base salary of $600,000
or, if higher, such base salary in effect at the time), and (ii) if such termination occurs after the Effective Time, an amount equal
to a pro-rated target Annual Bonus (based on the number of days employed during the applicable year through the termination date over
the number of days in the applicable calendar year and a target bonus amount of $400,000 or, if higher, such target bonus amount in effect
at the time), in the following circumstances:


 


		1.	Change of Control: Excluding the SPAC merger currently contemplated by FF
Global Holdings and Property Solutions Acquisition Corp., if on or within six months following a change of control (such as the consummation
of the sale or disposition by FF (or, after the Effective Time, the Company) of all or substantially all of its assets, or the consummation
of a merger or consolidation of FF (or, after the Effective Time, the Company) with any other corporation, other than a merger or consolidation
which would result in the voting securities
of FF (or, after the Effective Time, the Company) outstanding immediately prior thereto continuing to represent (either by remaining outstanding
or by being converted into voting securities of the surviving entity or its parent) at least fifty percent (50%) of the total voting power
represented by the voting securities of FF (or, after the Effective Time, the Company) or such surviving entity or its parent outstanding
immediately after such merger or consolidation), FF (or, after the Effective Time, the Company) terminates your employment without Cause.



 




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		2.	Termination Without Cause: FF (or, after the Effective Time, the Company) terminates
your employment without Cause.



		3.	Resignation for Good Reason: You resign from your employment with FF for Good
Reason. “Good Reason” will mean your resignation of employment following the expiration of any cure period (as discussed below)
following the occurrence of one or more of the following, without your consent: (a) a significant reduction of your duties, position or
responsibilities relative to your duties, position or responsibilities in effect immediately prior to such reduction, or the removal of
you from such position, duties and responsibilities, unless you are provided with comparable or greater duties, position and responsibilities;
(b) a reduction by FF (or, after the Effective Time, the Company) of your base salary and/or benefits as in effect immediately prior to
such reduction, other than substantially similar reductions that apply beginning on or after January I, 2022 that are also applied to
substantially similar employees of FF (or, after the Effective Time, of the Company) on or after January 1, 2022; provided that any salary
reduction will be restored in the event reductions to substantially similar employees are restored; or (c) a material breach by FF (or,
after the Effective Time, the Company) of any term or condition of this letter, or any other agreement between FF (or, after the Effective
Time, the Company) and you. You will not resign for Good Reason without first providing FF (and, after the Effective Time, the Company)
with written notice of the acts or omissions constituting the grounds for “Good Reason” within ninety (90) days of the occurrence
of the Good Reason event and a reasonable cure period of not less than thirty (30) days following
the date of such notice. You have agreed that, on and after the Effective Time you will remain responsible for capital markets of FF,
but the Company may hire a Chief Strategy and Capital Officer or similar title, who may then be responsible for capital markets for FF
and the Company. Accordingly, for the avoidance of doubt, the transfer of responsibility for capital markets with respect to FF prior
to the Effective Time will constitute Good Reason, but the transfer of such responsibility with respect to FF and the Company on or after
the Effective Time, including to a Chief Strategy and Capital Officer or similar title who may be hired and become responsible for capital
markets with respect to the Company after the Effective Time, will not constitute Good Reason.



 


You will not be entitled to any severance pay in the following
circumstances:


 


		1.	Termination for Cause: FF (or, after the Effective Time, the Company) terminates
you for Cause. For purposes of this offer letter, “Cause” shall mean, a termination of the your employment by FF (or, after
the Effective Time, the Company) as a result of: (1) an intentional act of fraud, embezzlement, theft or any other material violation
of law that occurs during or in the course of your employment or engagement, as applicable, with FF or the Company;
(2) intentional or grossly negligent damage to FF or the Company’s interests or assets; (3) intentional or grossly negligent breach of
FF’s or the Company’s policies, including, without limitation, disclosure of FF’s or the Company’s confidential information contrary to
FF or Company policies or engagement in any competitive activity which would constitute a breach of such employee’s duty of loyalty or
any other duties such employee holds to FF or the Company; (4) the willful and continued failure to substantially perform your duties
for FF or the Company (other than as a result of incapacity due to physical or mental illness); or (5) other willful or grossly negligent
conduct by you that is demonstrably and materially injurious to FF or the Company, monetarily or otherwise. Termination for cause does
not include termination due to death or disability.






		2.	Termination for Failure to Perform Duties: FF (or, after the Effective Time,
the Company) terminates you for failing or refusing to perform the duties reasonably required of you pursuant to the terms of your employment,
after having received written notice specifying such failure to perform and a reasonable opportunity to perform. Does not include termination
for death and disability.



 






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		3.	Resignation Without Good Reason: You resign from FF (or, after the Effective
Time, the Company) without Good Reason (as defined above).



 


Indemnification:
Notwithstanding anything to the contrary within any indemnification agreement to which you are a party with FF (or, after the Effective
Time, with the Company) or otherwise, you will be permitted to retain separate “shadow counsel” reasonably acceptable to FF
(or, after the Effective Time, to the Company) and, in the event of any conflict of interest between you and other defendants subject
to indemnification as reasonably determined by you, you will be permitted to retain separate counsel reasonably acceptable to FF (or,
after the Effective Time, to the Company) in each case in connection with any indemnification claim thereunder permitted under applicable
law, at the expense of FF (or, after the Effective Time, the Company).


 


Attorney’ s Fees: FF will reimburse
you within five business days after your submission of an invoice therefor, for up to $100,000 of your reasonable attorney’s fees in connection
with the negotiation of this offer letter.


 


Successors and Assigns:
This letter will bind and inure to the benefit of and be enforceable by you, FF, your and FF’s respective successors (for the avoidance
of doubt, including (without limitation), the Company and Property Solutions Acquisition Corp.) and assigns and your estate, heirs and
legal representatives (as applicable). FF will require any successor to all or substantially all of its business and/or assets (for the
avoidance of doubt, including (without limitation), the Company and Property Solutions Acquisition Corp. and each of their respective
subsidiaries and affiliates, as applicable), whether direct or indirect, by purchase, merger, consolidation, acquisition of stock, or,
by an agreement in form and substance reasonably satisfactory to you, expressly to assume and agree to perform this letter in the same
manner and to the same extent as FF would be required to perform if no such succession had taken place.


 


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To accept
the terms of this letter, please sign and date this letter in the space provided below. A duplicate original is enclosed for your records
as Appendix 1. This letter, along with all other documents referenced herein, sets forth the terms and conditions of your employment
with FF (and, following the Effective Time, the Company) and supersede any prior representations or agreements including, but not limited
to, any representations made during your recruitment, interviews, or pre-employment negotiations whether written or oral. You understand
that FF has engaged Mercer (US) Inc. to, among other things, perform a review of FF’s existing employment practices with senior management
and provide recommendations for such practices. You agree that to the extent FF implements such recommendations that would result in an
increase in your compensation arrangements, including but not limited to having all such senior management enter employment contracts
with FF, you will negotiate the terms of any such employment contract in good faith, subject to the terms of this letter and Mercer’ s
recommendations; provided that you shall be reimbursed for your reasonable attorneys’ fees in connection therewith.


 


We look forward
to your favorable reply and to continuing to work with you. The terms of this letter agreement, including with respect to your Initial
Grant options, Milestone-Based options and PIPE Grant options, have been approved by the Board of Directors of FF Global Holdings. This
letter will automatically be withdrawn if not accepted on or before March 31, 2021.


 


[Signature Page Follows]


 




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	Sincerely,	 
	 	 
	/s/ Carsten
    Breitfeld	 
	Carsten Breitfeld	 
	Chief Executive Officer Faraday & Future Inc.	 
	 	 
	Zvi Glasman	 
	Agreed To and Accepted By	 
	 	 
	/s/ Zvi Glasman	 
	Employee Signature	 
	 	 
	3/29/21	 
	Date	 
	 	 
	Enclosure	 



 


 


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