A Dark Vector Cognition product

Item 9B. OTHER INFORMATION

3K characters. Original on sec.gov ·

Item 9B. OTHER INFORMATION

(a) Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Cavanagh Employment Agreement

On February 25, 2026, the Company entered into an amended and restated employment agreement with Brendan T. Cavanagh (the “Employment Agreement”), which extends the term of the Employment Agreement until December 31, 2028. The Employment Agreement reflects an annual base salary of $985,000 and target bonus of 175% of annual base salary (the “Minimum Target Bonus”). Payment of the bonus is contingent upon the achievement of performance goals established and assessed solely at the discretion of the Compensation Committee of the Company’s Board of Directors.

Pursuant to the Employment Agreement, Mr. Cavanagh is entitled to a severance payment, upon his termination without Cause or upon resignation for Good Reason (each as defined in the Employment Agreement), equal to the sum of (i) an amount equal to the pro rata portion of the Minimum Target Bonus for the period of service in the year in which the termination or resignation occurs, plus (ii) an amount equal to the product of the Applicable Multiple (as defined below) multiplied by the sum of (a) Mr. Cavanagh’s base salary for the year in which the termination or resignation occurs, (b) the Minimum Target Bonus for the year in which the termination or resignation occurs , and (c) the greater of (1) $33,560 and (2) the value of all medical, dental, health, life and other fringe benefit plans for the year in which the termination or resignation occurs (collectively, the “Severance Payment”). As defined in the Employment Agreement, the “Applicable Multiple” means (i) two, in the event the termination without Cause or resignation for Good Reason occurs prior to a Change in Control of the Company (as defined in the Employment Agreement); and (ii) three, in the event the termination without Cause or resignation for Good Reason occurs on or after a Change in Control of the Company or within six months prior to the date on which a Change in Control occurs, if it is reasonably demonstrated that such termination without Cause or resignation for Good Reason was in contemplation of the Change in Control. The Severance Payment is payable in a lump sum upon execution of a full release and waiver of claims.

All other material terms of the Employment Agreement, including the definitions of Cause, Change in Control and Good Reason and the provisions for non-competition, non-interference, non-disparagement, and non-disclosure during his employment and for a period after termination remained the same.

(b) 10b5-1 Trading Plans

During the three months ended December 31, 2025, none of our officers (as defined in Rule 16a-1(f) of the Exchange Act) or directors adopted or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408(c) of Regulation S-K.

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