Exhibit 10.16


 


ATIEVA
USA, INC.


SEVERANCE
BENEFIT PLAN


AMENDED AND
RESTATED PARTICIPATION NOTICE


 


To:


	Date:	 	 




 


You have been designated
as eligible to be a Participant in the Atieva USA, Inc. Severance Benefit Plan. A copy of the Plan document is attached to
this Participation Notice. The terms and conditions of your participation in the Plan are as set forth in the Plan document and
this Participation Notice, which together constitute the Summary Plan Description for the Plan.


 


This Participation
Notice amends and restates in its entirety that certain Participation Notice signed by You on August 15, 2019.


 


The table below designates the benefits you are eligible
to receive pursuant to the Plan.


 


	 	Salary Continuation 	
        Maximum
        Duration

of COBRA 

        Payment
        Period 
	
        Percentage
        of 

        Outstanding
        

        Unvested
        

        Equity 

        Awards That
        

        Will 

        Accelerate
        

	Qualifying Termination

that is NOT a Change

of Control Termination 	
        6 months

of your

        Monthly Base
        Salary
	
        6 months

        

        
	
        25%, plus
        5%

per year of

        service, less

vesting

        acceleration

otherwise

        provided in

        option grant,

employment

        agreement or

other

        documentation,

up to 50%
        max

	Qualifying Termination

that is a Change

of Control Termination 	
        9 months of
        your

        Monthly Base
        Salary
	
        9 months

        
	75% 






 


Terms defined in the
Plan document are used to define the benefits to which you are entitled under the Plan.


 


By accepting participation
in the Plan, you represent that you have either consulted your personal tax or financial planning advisor about the tax consequences
of your participation in the Plan, or you have knowingly declined to do so.


 









    1.


     


    

 


Please return to the Company a copy of this
Participation Notice signed by you and retain a copy of this Participation Notice, along with the Plan document, for your records.


 


	 	(Signature)




 


	 	(Print Name)




 


	 	(Date)




 









    2.


     


    

 


ATIEVA
USA, INC.


SEVERANCE
BENEFIT PLAN


 


1.             INTRODUCTION. This
Atieva USA, Inc. Severance Benefit Plan (the “Plan”) is established by Atieva USA, Inc.
(the “Company”), a Delaware corporation and a wholly owned subsidiary of Atieva, Inc., a
Cayman Islands exempted limited liability company (the “Parent”), as of April 22, 2019 (the
 “Effective Date”). The Plan provides for severance and change in control benefits to selected U.S.
employees of the Company who are designated as participants in the Plan. This document, together with the Participation
Notice, constitutes the Summary Plan Description for the Plan.


 


		2.	PAYMENTS & BENEFITS.



 


(a)            If
there is a Qualifying Termination and the Participant signs a Release within 45 days following the Qualifying Termination and does
not revoke the Release as permitted by law, the Company will provide the following payments and benefits, subject to the terms
of the Plan, on the 60th day following the Qualifying Termination:


 


(i)          Salary
Continuation. The Company shall continue to pay the Participant, as severance, the Participant’s Monthly
Base Salary for the number of months set forth in the Participant’s Participation Notice in accordance with the
Company’s standard payroll practices and subject to standard payroll deductions and withholdings, provided that, if the
Qualifying Termination is not a Change of Control Termination, such payments shall cease if the Participant commences
employment with another employer. On the 60th day following the Qualifying Termination, the Company will make the first
payment under this paragraph equal to the aggregate amount of payments that the Company would have paid through such date had
such payments commenced on the date of the Qualifying Termination, with the balance of the payments paid thereafter based on
the original schedule. If the Qualifying Termination is not a Change of Control Termination, and the Participant commences
employment with another employer at a time when cash severance is being paid under this Section 2(a)(i) of the
Plan, the Participant must immediately notify the Company of such event.


 


(ii)         Health
Insurance Premiums. If the Participant timely elects continued coverage under the Consolidated Omnibus Budget
Reconciliation Act of 1985 (together with any state law of similar effect, “COBRA”), the Company
will pay the full amount of the Participant’s COBRA premiums, or will provide coverage under the Company’s
self-funded broad based health insurance plans, on behalf of the Participant, including coverage for the Participant’s
eligible dependents, in any such case as and when such premiums or coverage amounts would be due if paid for by the
Participant, until the earliest to occur of (i) the end of the number of months set forth in the Participant’s
Participation Notice, (ii) the expiration of the Participant’s eligibility for the continuation coverage under
COBRA, and (iii) the date when the Participant becomes eligible for substantially equivalent health insurance coverage
in connection with new employment or self-employment (such period from the date of the Qualifying Termination through the
earliest to occur of the dates set forth in clause (i) through (iii), the “COBRA Payment
Period”). These payments will be subject to applicable tax withholdings, including as necessary to avoid a
violation of, or penalties under, the nondiscrimination rules of Section 105(h)(2) of the Code or any statute
or regulation of similar effect (including, without limitation, the 2010 Patient Protection and Affordable Care Act, as
amended by the 2010 Health Care and Education Reconciliation Act). On the 60th day following the Qualifying Termination, the
Company will make the first payment under this paragraph equal to the aggregate amount of payments that the Company would
have paid through such date had such payments commenced on the date of the Qualifying Termination, with the balance of the
payments paid thereafter on the original schedule. In all cases, if the Participant becomes eligible for coverage under
another employer’s group health plan or otherwise ceases to be eligible for COBRA during the COBRA Payment Period, the
Participant must immediately notify the Company of such event, and all payments and obligations under this paragraph will
cease. Any insurance premiums that are paid by the Company will not include any amounts payable by the Participant under an
Internal Revenue Code Section 125 health care reimbursement plan, which amounts, if any, are the sole responsibility of
the Participant.


 






    3.


     


    

 


(iii)       Accelerated
Vesting. Each of the Participant’s then outstanding and unvested compensatory equity awards from the Parent will
vest, and, as applicable, become exercisable, effective as of immediately prior to the Qualifying Termination, as to the percentage
of unvested shares per equity award specified in the Participant’s Participation Notice.


 


3.             PARTICIPATION. The
Plan Administrator will select the Participants and will deliver a notice to each Participant, substantially in the form
attached hereto as the “Participation Notice”, informing the employee that he or she is eligible to
participate in the Plan. Each employee of the Company who receives a Participation Notice and timely returns a signed copy of
the Participation Notice to the Company is a “Participant” in the Plan.


 


4.             EXCEPTIONS
TO ELIGIBILITY FOR BENEFITS; TERMINATION
AND/OR RECOUPMENT OF BENEFITS


 


(a)            Exceptions
to Benefits. Notwithstanding anything to the contrary herein, a Participant will not receive benefits under the Plan
(or will receive reduced benefits under the Plan) in either of the following circumstances:


 


(i)         The
Participant has not entered into the Company’s standard form of Confidential Information and Invention Assignment Agreement
(the “Confidentiality Agreement”).


 


(ii)        The
Participant has failed to return all Company Property within 10 days after receiving written notice from the Company asking
for the return of some or all Company Property. For
this purpose, “Company Property” means all material paper and electronic Company documents
(and all copies thereof) created and/or received by the Participant during the Participant’s period of employment with
the Company and other material Company materials and property that the Participant has in the Participant’s possession
or control, including, without limitation, materials of any kind that contain or embody any proprietary or confidential
information of the Company (and all reproductions thereof, in whole or in part). As a condition to receiving benefits under
the Plan, a Participant must not make or retain copies, reproductions or summaries of any such Company documents, materials
or property. However, a Participant is not required to return the Participant’s personal copies of documents evidencing
the Participant’s hire, termination, compensation, benefits and stock options and any other documentation received as a
stockholder of the Company.


 









    4.


     


    

 


(b)           Termination
and/or Recoupment of Benefits. A Participant’s right to receive benefits under the Plan will terminate immediately
if, at any time prior to or during the period for which the Participant is receiving benefits under the Plan, the
Participant, without the prior written approval of the Plan Administrator, (1) willfully breaches a material provision
of the Confidentiality Agreement and/or any obligations of confidentiality, non-solicitation, non-disparagement, no conflicts
or non-competition set forth in the Participant’s employment agreement, offer letter or under applicable law;
(2) encourages or solicits any of the Company’s then current employees to leave the Company’s employ for any
reason or interferes in any other manner with employment relationships at the time existing between the Company and its then
current employees; or (3) induces any of the Company’s then current clients, customers, suppliers, vendors,
distributors, licensors, licensees, or other third party to terminate their existing business relationship with the Company
or interferes in any other adverse manner with any existing business relationship between the Company and any then current
client, customer, supplier, vendor, distributor, licensor, licensee, or other third party. Further, during the period for
which the Participant is receiving benefits under the Plan, the Participant agrees to voluntarily cooperate with the Company
by making himself or herself reasonably available without further compensation to assist with any threatened or pending
litigation against the Company and any pending patent applications and if a Participant fails to do so, his or her benefits
under the Plan will terminate immediately.


 


		5.	CONDITIONS AND LIMITATIONS
ON BENEFITS.



 


(a)            Prior
Agreements. By accepting participation in the Plan, the Participant irrevocably waives the Participant’s rights
to any severance benefits (including vesting acceleration) that would be paid on a Qualifying Termination, including in connection
with a Change of Control, under any offer letter, employment agreement or other policy, plan or commitment, whether written or
otherwise, with the Company that is in effect on the date the Participant signs the Participation Notice. The payments pursuant
to the Plan are in addition to, and not in lieu of, any accrued but unpaid salary, bonuses or employee welfare benefits to which
a Participant is entitled for the period ending with the Participant’s Qualifying Termination.


 


(b)            Mitigation. Except
as otherwise specifically provided in the Plan, a Participant will not be required to mitigate damages or the amount of any
payment provided under the Plan by seeking other employment or otherwise, nor will the amount of any payment provided for
under the Plan be reduced by any compensation earned by a Participant as a result of employment by another employer or any
retirement benefits received by such Participant after the date of the Participant’s termination of employment
with the Company.


 


(c)            Indebtedness
of Participants. If a Participant is indebted to the Company on the effective date of
the Participant’s Qualifying Termination, the Company reserves the right to offset the payment of any benefits under the
Plan by the amount of such indebtedness. Such offset will be made in accordance with all applicable laws. The Participant’s
execution of the Participation Notice constitutes knowing written consent to the foregoing.


 


(d)            Parachute
Payments. This section explains what happens if any payments or benefits owed under the Plan are deemed to be
 “parachute payments” that would be subject to excise tax under the Code. Except as otherwise expressly
provided in a written agreement between a Participant and the Company, if any payment or benefit the Participant would
receive in connection with a Change of Control from the Company or otherwise (a “Payment”) would
(i) constitute a “parachute payment” within the meaning of Section 280G of the Code, and (ii) but
for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise
Tax”), then such Payment will be equal to the Reduced Amount. The “Reduced Amount”
will be either (A) the largest portion of the Payment that would result in no portion of the Payment being subject to
the Excise Tax, or (B) the largest portion, up to and including the total, of the Payment, whichever amount (clause
(A) or (B)), after taking into account all applicable federal, state, provincial, foreign, and local employment taxes,
income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in the Participant’s
receipt, on an after-tax basis, of the greatest economic benefit notwithstanding that all or some portion of the Payment may
be subject to the Excise Tax. If a reduction in payments or benefits constituting “parachute payments” is
necessary so that the Payment equals the Reduced Amount, reduction will occur in the following order: (1) reduction of
cash payments; (2) cancellation of accelerated vesting of equity awards other than stock options; (3) cancellation
of accelerated vesting of stock options; and (4) reduction of other benefits paid to the Participant. Within any such
category of Payments (that is, clause (1), (2), (3) or (4)), a reduction will occur first with respect to amounts that
are not “deferred compensation” within the meaning of Section 409A of the Code and then with respect to
amounts that are. In the event that acceleration of vesting of equity award compensation is to be reduced, such acceleration
of vesting will be cancelled in the reverse order of the date of grant of the Participant’s applicable type of equity
award (i.e., earliest granted equity awards are cancelled last).


 






    5.


     


    

 


		6.	TAX MATTERS.



 


(a)            Withholding.
All payments and benefits under the Plan will be subject to all applicable deductions and withholdings, including, without
limitation, obligations to withhold for federal, state, provincial, foreign and local income and employment taxes.


 


(b)            Tax
Advice. By becoming a Participant in the Plan, the Participant agrees to review with Participant’s own tax advisors
the federal, state, provincial, local, and foreign tax consequences of participation in the Plan. The Participant will rely solely
on such advisors and not on any statements or representations of the Company or any of its agents. The Participant understands
that the Participant (and not the Company) will be responsible for the Participant’s own tax liability that may arise as
a result of becoming a Participant in the Plan.


 


(c)            Application
of Code Section 409A. This section explains how certain Plan provisions will be interpreted and applied in effort to
avoid excise tax under the deferred compensation provisions of the Code. It is
intended that all of the benefits provided under the Plan satisfy, to the greatest extent possible, the exemptions from the
application of Section 409A of the Code and the regulations and other guidance thereunder and any state law of similar
effect (collectively, “Section 409A”) provided under Treasury Regulations Sections
1.409A-1(b)(4), 1.409A-1(b)(5), and 1.409A-1(b)(9), and the Plan will be construed to the greatest extent possible as
consistent with those provisions. To the extent not so exempt, the Plan (and any definitions in the Plan) will be construed
in a manner that complies with Section 409A, and incorporates by reference all required definitions and payment terms.
For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulations
Section 1.409A-2(b)(2)(iii)), a Participant’s right to receive any installment payments under the Plan will be
treated as a right to receive a series of separate payments and, accordingly, each installment payment under the Plan will at
all times be considered a separate and distinct payment. If any of the payments upon a Separation from Service provided under
the Plan (or under any other arrangement with the Participant) constitute “deferred compensation” under
Section 409A and if the Participant is a “specified employee” of the Company, as such term is defined in
Section 409A(a)(2)(B)(i), at the time of the Participant’s Separation from Service, then, solely to the extent
necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the
payments upon a Separation from Service will be delayed as follows: on the earlier to occur of (i) the date that is six
months and one day after the effective date of the Participant’s Separation from Service, and (ii) the date of the
Participant’s death (such earlier date, the “Delayed Initial Payment Date”), the Company will
(A) pay to the Participant a lump sum amount equal to the sum of the payments upon Separation from Service that the
Participant would otherwise have received through the Delayed Initial Payment Date if the commencement of the payments had
not been delayed pursuant to this paragraph, and (B) commence paying the balance of the payments in accordance with the
applicable payment schedules set forth above. No interest will be due on any amounts so deferred.


 






    6.


     


    

 


7.             CLAWBACK;
RECOVERY. All payments and severance benefits provided under the Plan will be
subject to recoupment in accordance with any clawback policy that the Parent is required to adopt pursuant to the listing
standards of any national securities exchange or association on which the Parent’s securities are listed or as is
otherwise required by applicable law. No recovery of compensation under such a clawback policy will be an event giving rise
to a right to resign for “good reason,” Constructive Termination, or any similar term under any plan of or
agreement with the Company.


 


		8.	RIGHT TO INTERPRET
PLAN; AMENDMENT AND TERMINATION.



 


(a)            Exclusive
Discretion. The Plan Administrator will have the exclusive discretion and authority to administer, construe and interpret
the Plan and to decide any and all questions arising in connection with the operation of the Plan.


 


(b)           Amendment
or Termination. The Plan Administrator reserves the right to amend or terminate the Plan, any Participation Notice issued
pursuant to the Plan or the benefits provided hereunder at any time. Unless terminated sooner by the Plan Administrator, the Plan
shall automatically terminate immediately following the day before the fifth anniversary of the date the Plan is adopted by the
Board. No such amendment or termination will apply to any Participant who would be adversely affected by such amendment or termination
unless such Participant consents in writing to such amendment or termination. Any action amending or terminating the Plan or any
Participation Notice will be in writing and executed by a duly authorized officer of the Company and approved by the Plan Administrator.


 


9.             NO
IMPLIED EMPLOYMENT CONTRACT.
The Plan will not be deemed (i) to give any employee or other person any right to be retained in the employ of the Company,
or (ii) to interfere with the right of the Company to discharge any employee or other person at any time, with or without
Cause, which right is hereby reserved.


 


10.           DEFINITIONS.
For purposes of the Plan and the form of Participation Notice, and the following terms are defined as follows:


 


(a)            “Cause”
shall have the meaning set forth in Section 2(h) of the Parent’s 2014 Share Plan as of the Effective Date.




 


(b)            “Change
of Control” shall have the meaning set forth in Section 2(i) of the Parent’s 2014 Share Plan as
of the Effective Date and shall refer to a Change of Control transaction occurring after the Effective Date.







 


(c)            “Change
of Control Termination” means (i) an Involuntary Termination Without Cause, or (ii) a Constructive Termination,
in either case that occurs within the period starting three months prior to a Change of Control and ending on the first anniversary
of the Change of Control.







 


(d)            “Code”
means the Internal Revenue Code of 1986, as amended.




 


(e)            “Common
Stock” means the common stock of the Parent.




 






    7.


     


    

 


(f)            “Constructive
Termination” means the Participant resigns (resulting in a Separation from Service) because one of the following
events or actions is undertaken without the Participant’s written consent:







 


(i) a reduction of more than 20% or more in the Participant’s
annual base salary (unless pursuant to a salary reduction program applicable to all similarly situated employees);


 


(i) a
non-temporary relocation of the Participant’s business office to a location that increases the Participant’s one-way
commute by more than 50 miles from the primary location at which the Participant performed duties at the time of Constructive Termination;


 


(iii) a
material breach by the Company or any successor entity of the Plan or any employment agreement between the Company and the
Participant; or


 


(iv) a
material reduction of Participant’s duties, authority or responsibilities relative to Participant’s duties, authority
or responsibilities as in effect immediately prior to such reduction, provided that such a "reduction" shall not be deemed
to occur if Participant’s duties, authority and responsibilities with respect to the successor subsidiary or division of
the parent entity following a Change of Control are substantially similar to Participant’s duties, authority and responsibilities
with respect to the business of the Company or the Parent immediately prior to the Change of Control, and provided further that
a mere change of title shall not constitute such a reduction.


 


An event or action will not give the
Participant grounds for Constructive Termination unless (A) the Participant gives the Company written notice within 30
days after the initial existence of the event or action that the Participant intends to resign in a Constructive Termination
due to such event or action; (B) the event or action is not reasonably cured by the Company within 30 days after the
Company receives written notice from the Participant; and (C) the Participant’s Separation from Service occurs
within 90 days after the end of the cure period.


 


(g)            “Involuntary
Termination Without Cause” means a Participant’s involuntary termination of employment by the Company, resulting
in a Separation from Service, for a reason other than death, disability, or Cause.


 


(h)            “Monthly
Base Salary” means the Participant’s monthly base salary in effect immediately prior to date of the
Qualifying Termination, ignoring any reduction that forms the basis for Constructive Termination.


 


(i)            “Plan
Administrator” means the Board of Directors of the Parent (the “Board”) or any committee
of the Board duly authorized to administer the Plan. The Board may at any time administer the Plan, in whole or in part, notwithstanding
that the Board has previously appointed a committee to act as the Plan Administrator.


 


(j)            “Qualifying
Termination” means a Change of Control Termination or any other Involuntary Termination Without Cause.


 


(k)            “Release”
means a general waiver and release substantially in the forms attached hereto as EXHIBIT A, which forms may be modified
by the Plan Administrator or a designee of the Plan Administrator, in its sole discretion, to comply with applicable law and/or
to incorporate the terms into a separation agreement or other written agreement with the Participant.


 






    8.


     


    

 


(l)            “Separation
from Service” means a “separation from service” within the meaning of Treasury Regulations Section 1.409A-1(h),
without regard to any alternative definition thereunder.


 


11.           LEGAL
CONSTRUCTION. The Plan will be governed by and construed under the laws of the State of
California (without regard to principles of conflict of laws), except to the extent preempted by the Employee Retirement Income
Security Act of 1974, as amended (“ERISA”).


 


		12.	CLAIMS, INQUIRIES
AND APPEALS.



 


(a)            Applications
for Benefits and Inquiries. Any application for benefits, inquiries about the Plan or
inquiries about present or future rights under the Plan must be submitted to the Plan Administrator in writing by an applicant
(or the applicant’s authorized representative). The Plan Administrator is set forth below.


 


(b)            Denial
of Claims. In the event that any application for benefits is denied in whole or in part,
the Plan Administrator must provide the applicant with written or electronic notice of the denial of the application, and of the
applicant’s right to review the denial. Any electronic notice will comply with the regulations of the U.S. Department of
Labor. The notice of denial will be set forth in a manner designed to be understood by the applicant and will include the following:


 


		(1)	the specific reason or reasons for the denial;



 


		(2)	references to the specific Plan provisions upon which the denial is based;



 


		(3)	a description of any additional information or material
that the Plan Administrator needs to complete the review and an explanation of why such information or material is necessary;
and






 


		(4)	an explanation of the Plan’s review procedures and the time limits applicable to such
                                                                                                                             procedures, including a statement of the applicant’s right to bring a civil action under Section 502(a) of
                                                                                                                             ERISA following a denial on review of the claim, as described in Section 12(d).






 


The notice of denial will be given to the
applicant within 90 days after the Plan Administrator receives the application, unless special circumstances require an extension
of time, in which case, the Plan Administrator has up to an additional 90 days for processing the application. If an extension
of time for processing is required, written notice of the extension will be furnished to the applicant before the end of the initial
90-day period. The notice of extension will describe the special circumstances necessitating the additional time and the date by
which the Plan Administrator is to render its decision on the application.


 


(c)           Request
for a Review. Any person (or that person’s authorized representative) for whom an application for benefits is
denied, in whole or in part, may appeal the denial by submitting a request for a review to the Plan Administrator within 60 days
after the application is denied. A request for a review will be in writing and will be addressed to:


 






    9.


     


    

 


	 	Atieva USA, Inc.
	 	Attn: Chief Financial Officer
	 	7373 Gateway Blvd.
	 	Newark, CA 94560




 


A request for review must set forth all
of the grounds on which it is based, all facts in support of the request and any other matters that the applicant feels are pertinent.
The applicant (or the applicant’s representative) will have the opportunity to submit (or the Plan Administrator may require
the applicant to submit) written comments, documents, records, and other information relating to the applicant’s claim. The
applicant (or the applicant’s representative) will be provided, upon request and free of charge, reasonable access to, and
copies of, all documents, records and other information relevant to the applicant’s claim. The review will take into account
all comments, documents, records and other information submitted by the applicant (or the applicant’s representative) relating
to the claim, without regard to whether such information was submitted or considered in the initial benefit determination.


 


(d)           Decision
on Review. The Plan Administrator will act on each request for review within 60 days after receipt of the request, unless
special circumstances require an extension of time (not to exceed an additional 60 days), for processing the request for a review.
If an extension for review is required, written notice of the extension will be furnished to the applicant within the initial 60-day
period. This notice of extension will describe the special circumstances necessitating the additional time and the date by which
the Plan Administrator is to render its decision on the review. The Plan Administrator will give prompt, written or electronic
notice of its decision to the applicant. Any electronic notice will comply with the regulations of the U.S. Department of Labor.
In the event that the Plan Administrator confirms the denial of the application for benefits, in whole or in part, the notice will
set forth, in a manner designed to be understood by the applicant, the following:


 


		(1)	the specific reason or reasons for the denial;



 


		(2)	references to the specific Plan provisions upon which the denial is based;



 


		(3)	a statement that the applicant is entitled to receive,
upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant to
his or her claim; and






 


		(4)	a
statement of the applicant’s right to bring a civil action under Section 502(a) of ERISA.



 


(e)           Rules and
Procedures. The Plan Administrator will establish rules and procedures, consistent with the Plan and with ERISA,
as necessary and appropriate in carrying out its responsibilities in reviewing benefit claims. The Plan Administrator may require
an applicant who wishes to submit additional information in connection with an appeal from the denial of benefits to do so at the
applicant’s own expense.


 


(f)            Exhaustion
of Remedies. No legal action for benefits under the Plan may be brought until the applicant (i) has submitted a
written application for benefits in accordance with the procedures described above, (ii) has been notified by the Plan
Administrator that the application is denied, (iii) has filed a written request for a review of the application in
accordance with the appeal procedure described above, and (iv) has been notified that the Plan Administrator has denied
the appeal. Notwithstanding the foregoing, if the Plan Administrator does not respond to an applicant’s claim or appeal
within the relevant time limits, the applicant may bring legal action for benefits
under the Plan pursuant to Section 502(a) of ERISA.


 






    10.


     


    

 


13.           BASIS
OF PAYMENTS TO AND
FROM PLAN. All benefits under the Plan will be paid
by the Company. The Plan will be unfunded, and benefits hereunder will be paid only from the general assets of the Company.


 


		14.	OTHER PLAN
INFORMATION.



 


(a)            Employer
and Plan Identification Numbers. The Employer Identification Number assigned to the Company (which is the “Plan
Sponsor” as that term is used in ERISA) by the Internal Revenue Service is 26-1618465. The Plan Number assigned
to the Plan by the Plan Sponsor pursuant to the instructions of the Internal Revenue Service is 26-1618465.







 


(b)            Ending
Date for Plan’s Fiscal Year. The date of the end of the fiscal year for the purpose of maintaining the Plan’s
records is December 31.


 


(c)            Agent
for the Service of Legal Process. The agent for the service of legal process with respect to the Plan is:


 


	 	Atieva USA, Inc.
	 	Attn: Chief Financial Officer
	 	7373 Gateway Blvd.
	 	Newark, CA 94560





 


(d)           Plan
Sponsor and Administrator. The “Plan Sponsor” of the Plan is the Company, and the “Plan Administrator”
of the Plan is as set forth in Section 10(i) of the Plan. All notices and requests should be directed to:


 


	 	Atieva USA, Inc.
	 	Attn: Chief Financial Officer
	 	7373 Gateway Blvd.
	 	Newark, CA 94560





 


The telephone number for the Plan Sponsor
and Plan Administrator is (650) 919-8100. The Plan Administrator is the named fiduciary charged with the responsibility for administering
the Plan.


 


15.            STATEMENT
OF ERISA RIGHTS.


 


Participants in the
Plan (which is a welfare benefit plan sponsored by the Company) are entitled to certain rights and protections under ERISA. Participants
in the Plan are considered participants in the Plan for the purposes of this paragraph and, under ERISA, such Participants are
entitled to:


 


Receive Information About Your Plan and Benefits


 


(a)            Examine,
without charge, at the Plan Administrator’s office and at other specified locations, such as worksites, all documents governing
the Plan and a copy of the latest annual report (Form 5500 Series), if applicable, filed by the Plan with the U.S. Department
of Labor and available at the Public Disclosure Room of the Employee Benefits Security Administration;


 






    11.


     


    

 


(b)            Obtain,
upon written request to the Plan Administrator, copies of documents governing the operation of the Plan and copies of the latest
annual report (Form 5500 Series), if applicable, and an updated (as necessary) Summary Plan Description. The Plan Administrator
may make a reasonable charge for the copies; and


 


(c)            Receive
a summary of the Plan’s annual financial report, if applicable. The Plan Administrator is required by law to furnish each
participant with a copy of this summary annual report.







 


Prudent Actions By Plan Fiduciaries


 


In addition to creating rights for Plan
participants, ERISA imposes duties upon the people who are responsible for the operation of the employee benefit plan. The people
who operate the Plan, called “fiduciaries” of the Plan, have a duty to do so prudently and in the interest of Participants
and other Plan Participants and beneficiaries. No one, including the Participant’s employer, union or any other person, may
fire a Participant or otherwise discriminate against a Participant in any way to prevent a Participant from obtaining a Plan benefit
or exercising a Participant’s rights under ERISA.


 


Enforcement of Participant Rights


 


If a Participant’s claim for a Plan
benefit is denied or ignored, in whole or in part, the Participant has a right to know why this was done, to obtain copies of documents
relating to the decision without charge, and to appeal any denial, all within certain time schedules.


 


Under ERISA, there are steps a Participant
can take to enforce the above rights. For instance, if the Participant requests a copy of Plan documents or the latest annual report
from the Plan, if applicable, and does not receive them within 30 days, the Participant may file suit in a federal court. In such
a case, the court may require the Plan Administrator to provide the materials and pay the Participant up to $110 a day until you
receive the materials, unless the materials were not sent because of reasons beyond the control of the Plan Administrator.


 


If a Participant has a claim for benefits
that is denied or ignored, in whole or in part, the Participant may file suit in a state or federal court.


 


If a Participant is discriminated against
for asserting the Participant’s rights, the Participant may seek assistance from the U.S. Department of Labor, or the Participant
may file suit in a federal court. The court will decide who should pay court costs and legal fees. If the Participant is successful,
the court may order the person the Participant has sued to pay these costs and fees. If the Participant loses, the court may order
the Participant to pay these costs and fees, for example, if it finds the Participant’s claim is frivolous.


 


Assistance With Participant Questions


 


If a Participant has any questions
about the Plan, the Participant should contact the Plan Administrator. If the Participant have any questions about this
statement or about the Participant’s rights under ERISA, or if the Participant needs assistance in obtaining documents
from the Plan Administrator, the Participant should contact the nearest office of the Employee Benefits Security
Administration, U.S. Department of Labor, listed in the Participant’s telephone directory or the Division of Technical
Assistance and Inquiries, Employee Benefits Security Administration, U.S. Department of Labor, 200 Constitution Avenue N.W.,
Washington, D.C. 20210. A Participant may also obtain certain publications about the Participant’s rights and
responsibilities under ERISA by calling the publications hotline of the Employee Benefits Security Administration.


 






    12.


     


    

 


		16.	GENERAL PROVISIONS.



 


(a)            Notices.
Any notice, demand or request required or permitted to be given by either the Company or a Participant pursuant to the
terms of the Plan will be in writing and will be deemed given when delivered personally, when received electronically (including
email addressed to the Participant’s Company email account and to the Company email account of the Company’s Legal
Department), or deposited in the U.S. Mail, First Class with postage prepaid, and addressed to the parties, in the case of
the Company, at the address set forth in above, in the case of a Participant, at the address as set forth in the Company’s
employment file maintained for the Participant as previously furnished by the Participant or such other address as a party may
request by notifying the other in writing.


 


(b)            Transfer
and Assignment. The rights and obligations of a Participant under the Plan may not be transferred or assigned without
the prior written consent of the Company. The Plan will be binding upon any surviving entity resulting from a Change of Control
and upon any other person who is a successor by merger, acquisition, consolidation or otherwise to the business formerly carried
on by the Company without regard to whether or not such person or entity actively assumes the obligations hereunder.


 


(c)            Waiver.
Any party’s failure to enforce any provision or provisions of the Plan will not in any way be construed as a waiver
of any such provision or provisions, nor prevent any party from thereafter enforcing each and every other provision of the Plan.
The rights granted to the parties herein are cumulative and will not constitute a waiver of any party’s right to assert all
other legal remedies available to it under the circumstances.


 


(d)            Severability.
Should any provision of the Plan be declared or determined to be invalid, illegal or unenforceable, the validity, legality
and enforceability of the remaining provisions will not in any way be affected or impaired.


 


(e)            Section Headings.
Section headings in the Plan are included only for convenience of reference and will not be considered part of
the Plan for any other purpose.


 


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    13.


     


    

 


ATIEVA
USA, INC.


SEVERANCE
BENEFIT PLAN


PARTICIPATION
NOTICE


 


To:Peter Hochholdinger


	Date:	 	 



 


You have been designated
as eligible to be a Participant in the Atieva USA, Inc. Severance Benefit Plan. A copy of the Plan document is attached to
this Participation Notice. The terms and conditions of your participation in the Plan are as set forth in the Plan document and
this Participation Notice, which together constitute the Summary Plan Description for the Plan.


 


The table below designates the benefits you are eligible
to receive pursuant to the Plan.


 


	 	Salary Continuation 	
        Maximum
        Duration

of COBRA 

        Payment
        Period 
	
        Percentage
        of 

        Outstanding
        

        Unvested
        

        Equity 

        Awards That
        

        Will 

        Accelerate
        

	Qualifying Termination

that is NOT a Change

of Control Termination 	
        6 months

of your

        Monthly Base
        Salary
	
        6 months

         

         
	
        25%, plus
        5%

per year of

        service, less

vesting

        acceleration

otherwise

        provided in

        option grant,

employment

        agreement or

other

        documentation,

up to 50%
        max

	Qualifying Termination

that is a Change

of Control Termination 	
        9 months of
        your

        Monthly Base
        Salary
	
        9 months

         
	75% 





 


Terms defined in the
Plan document are used to define the benefits to which you are entitled under the Plan.


 


By accepting participation
in the Plan, you represent that you have either consulted your personal tax or financial planning advisor about the tax consequences
of your participation in the Plan, or you have knowingly declined to do so.


 


Please return to the
Company a copy of this Participation Notice signed by you and retain a copy of this Participation Notice, along with the Plan document,
for your records.


 









    


     


    

 


	 	(Signature)




 


	 	(Print Name)




 


	 	(Date)




 






    


     


    

 


EXHIBIT A


 


FORM OF
RELEASE AGREEMENT


 


[EMPLOYEES
AGE 40 OR OVER;
GROUP TERMINATION]


 


I have reviewed, I
understand, and I agree completely to the terms set forth in the Atieva USA, Inc. Severance Benefit Plan (the “Plan”).


 


I understand that this
Release, together with the Plan, constitutes the complete, final and exclusive embodiment of the entire agreement between the Company,
affiliates of the Company, and me with regard to the subject matter hereof. I am not relying on any promise or representation by
the Company or an affiliate of the Company that is not expressly stated therein. Certain capitalized terms used in this Release
are defined in the Plan.


 


I hereby acknowledge
and reaffirm my obligations under my Confidentiality Agreement.


 


Except as otherwise
set forth in this Release, I hereby generally and completely release the Company and its affiliates, and its and their parents,
subsidiaries, successors, predecessors and affiliates, and its and their partners, members, directors, officers, employees, stockholders,
shareholders, agents, attorneys, predecessors, insurers, affiliates and assigns (collectively, the “Released Parties”),
of and from any and all claims, liabilities and obligations, both known and unknown, that arise out of or are in any way related
to events, acts, conduct, or omissions occurring at any time prior to or on the date I sign this Release (collectively, the “Released
Claims”). The Released Claims include, but are not limited to: (a) all claims arising out of or in any way
related to my employment with the Company and its affiliates, or their affiliates, or the termination of that employment; (b) all
claims related to my compensation or benefits, including salary, bonuses, commissions, vacation pay, expense reimbursements, severance
pay, fringe benefits, stock, stock options, or any other ownership interests in the Company and its affiliates, or their affiliates;
(c) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing;
(d) all tort claims, including claims for fraud, defamation, emotional distress, and discharge in violation of public policy;
and (e) all federal, state, provincial and local statutory claims, including claims for discrimination, harassment, retaliation,
attorneys’ fees, or other claims arising under the federal Civil Rights Act of 1964 (as amended), the federal Americans
with Disabilities Act of 1990 (as amended), the federal Age Discrimination in Employment Act (as amended) (“ADEA”),
the federal Employee Retirement Income Security Act of 1974 (as amended), the federal Family and Medical Leave Act (as amended)
(“FMLA”), the California Family Rights Act (as amended) (“CFRA”), the California
Labor Code (as amended), and the California Fair Employment and Housing Act (as amended).


 






    


     


    

 


Notwithstanding
the foregoing, I understand that the following rights or claims are not included in my Release (the
 “Excluded Claims”): (a) any rights or claims for indemnification I may have pursuant to any
fully executed indemnification agreement with the Company or its affiliate to which I am a party; the charter, bylaws, or
operating agreements of the Company or its affiliate; or under applicable law; (b) any rights or claims which cannot be
waived as a matter of law; or (c) any claims for breach of the Plan arising after the date that I sign this Release. In
addition, I understand that nothing in this Release prevents me from filing, cooperating with, or participating in any
proceeding before the Equal Employment Opportunity Commission, the Department of Labor, or any other government agency,
except that I hereby waive my right to any monetary benefits in connection with any such claim, charge or proceeding. I
hereby represent and warrant that, other than the Excluded Claims, I am not aware of any claims I have or might have
against the Released Parties that are not included in the Released Claims.


 


I acknowledge
that I am knowingly and voluntarily waiving and releasing any rights I may have under the ADEA, and that the consideration
given under the Plan for the waiver and release in the preceding paragraphs hereof is in addition to anything of value to
which I was already entitled. I further acknowledge that I have been advised by this writing, as required by the ADEA, that:
(a) my waiver and release do not apply to any rights or claims that may arise after the date I sign this Release;
(b) I should consult with an attorney prior to signing this Release (although I may choose voluntarily not to do so);
(c) I have 45 days to consider this Release (although I may choose voluntarily to sign this Release earlier); (d) I
have 7 days following the date I sign this Release to revoke the Release by providing written notice of my revocation to an
office of the Company; (e) this Release will not be effective until the date upon which the revocation period has
expired, which will be the eighth day after I sign this Release; and (f) I have received with this Release a written
disclosure under 29 U.S. Code Section 626(f)(1)(H) that includes certain information relating to the
Company’s group termination.


 


In giving the releases
set forth in this Release, which include claims which may be unknown or unsuspected by me at present, I acknowledge that I
have read and understand Section 1542 of the California Civil Code which reads as follows: “A general release does
not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release,
which if known by him or her must have materially affected his or her settlement with the debtor.” I hereby expressly
waive and relinquish all rights and benefits under that section and any law or legal principle of similar effect in any jurisdiction
with respect to the releases granted herein, including but not limited to the release of unknown and unsuspected claims granted
in this Release.


 


I hereby represent
and warrant that: (a) I have been paid all compensation owed and for all time worked; (b) I have received all the leave
and leave benefits and protections for which I am eligible pursuant to FMLA, CFRA, the Company’s policies, or applicable
law; and (c) I have not suffered any on-the-job injury or illness for which I have not already filed a workers’ compensation
claim.


 


I acknowledge that
to become effective, I must sign and return this Release to the Company so that it is received not later than 45 days following
the date it is provided to me, and I must not subsequently revoke the Release.


 






    


     


    

 


	 	PARTICIPANT:




 


	 	(Signature)




 


	 	Printed
	 	Name:




 


	 	Date:
	 	 
	 	 




 


[REMAINDER OF PAGE LEFT INTENTIONALLY BLANK]


 






    


     


    

 


FORM OF
RELEASE AGREEMENT


 


[EMPLOYEES
UNDER AGE 40]


 


I have reviewed, I
understand, and I agree completely to the terms set forth in the Atieva USA, Inc. Severance Benefit Plan (the “Plan”).


 


I understand that this
Release, together with the Plan, constitutes the complete, final and exclusive embodiment of the entire agreement between the Company,
affiliates of the Company, and me with regard to the subject matter hereof. I am not relying on any promise or representation by
the Company or an affiliate of the Company that is not expressly stated therein. Certain capitalized terms used in this Release
are defined in the Plan.


 


I hereby acknowledge and reaffirm my obligations under
my Confidentiality Agreement.


 


Except as otherwise
set forth in this Release, I hereby generally and completely release the Company and its affiliates, and its and their parents,
subsidiaries, successors, predecessors and affiliates, and its and their partners, members, directors, officers, employees, stockholders,
shareholders, agents, attorneys, predecessors, insurers, affiliates and assigns (collectively, the “Released Parties”),
of and from any and all claims, liabilities and obligations, both known and unknown, that arise out of or are in any way related
to events, acts, conduct, or omissions occurring at any time prior to or on the date I sign this Release (collectively, the “Released
Claims”). The Released Claims include, but are not limited to: (a) all claims arising out of or in any way
related to my employment with the Company and its affiliates, or their affiliates, or the termination of that employment; (b) all
claims related to my compensation or benefits, including salary, bonuses, commissions, vacation pay, expense reimbursements, severance
pay, fringe benefits, stock, stock options, or any other ownership interests in the Company and its affiliates, or their affiliates;
(c) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing;
(d) all tort claims, including claims for fraud, defamation, emotional distress, and discharge in violation of public policy;
and (e) all federal, state, provincial and local statutory claims, including claims for discrimination, harassment, retaliation,
attorneys’ fees, or other claims arising under the federal Civil Rights Act of 1964 (as amended), the federal Americans
with Disabilities Act of 1990 (as amended), the federal Employee Retirement Income Security Act of 1974 (as amended), the federal
Family and Medical Leave Act (as amended) (“FMLA”), the California Family Rights Act (as amended) (“CFRA”),
the California Labor Code (as amended), and the California Fair Employment and Housing Act (as amended).


 


Notwithstanding the
foregoing, I understand that the following rights or claims are not included in my Release (the “Excluded Claims”):
(a) any rights or claims for indemnification I may have pursuant to any fully executed indemnification agreement with the
Company or its affiliate to which I am a party; the charter, bylaws, or operating agreements of the Company or its affiliate; or
under applicable law; (b) any rights or claims which cannot be waived as a matter of law; or (c) any claims for breach
of the Plan arising after the date that I sign this Release. In addition, I understand that nothing in this Release prevents
me from filing, cooperating with, or participating in any proceeding before the Equal Employment Opportunity Commission, the Department
of Labor, or any other government agency, except that I hereby waive my right to any monetary benefits in connection with any such
claim, charge or proceeding. I hereby represent and warrant that, other than the Excluded Claims, I am not aware of any claims
I have or might have against the Released Parties that are not included in the Released Claims.


 






    


     


    

 


In giving the releases
set forth in this Release, which include claims which may be unknown or unsuspected by me at present, I acknowledge that I
have read and understand Section 1542 of the California Civil Code which reads as follows: “A general release does
not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release,
which if known by him or her must have materially affected his or her settlement with the debtor.” I hereby expressly
waive and relinquish all rights and benefits under that section and any law or legal principle of similar effect in any jurisdiction
with respect to the releases granted herein, including but not limited to the release of unknown and unsuspected claims granted
in this Release.


 


I hereby represent
and warrant that: (a) I have been paid all compensation owed and for all time worked; (b) I have received all the leave
and leave benefits and protections for which I am eligible pursuant to FMLA, CFRA, the Company’s policies, or applicable
law; and (c) I have not suffered any on-the-job injury or illness for which I have not already filed a workers’ compensation
claim.


 


I acknowledge that
to become effective, I must sign and return this Release to the Company so that it is received not later than 14 days following
the date it is provided to me.


 





	 	PARTICIPANT:


 


	 	(Signature)





 


	 	Printed
	 	Name:





 


	 	Date:
	 	 
	 	 





 


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