Item 5.02 - Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Effective January 1, 2022, the board of directors of Applied Energetics appointed Mary P. O'Hara, age 54, to serve as General Counsel and Chief Legal Officer. The company and Ms. O'Hara entered into an Executive Employment Agreement, pursuant to which she is to serve for an initial term of three years, with automatic renewal for additional one-year periods thereafter unless either party terminates the agreement. The agreement calls for salary of $250,000 per year, plus standard benefits and eligibility for a bonus at the discretion of the board. The company has also granted Ms. O'Hara additional options to purchase up to 640,000 shares of its common stock under its 2018 Incentive Stock Plan, which vest over four years, at an exercise price of $2.40 per share.

Ms. O'Hara has been in private law practice for twenty-nine years and has broad experience in all facets of securities, corporate and commercial law. Ms. O'Hara has represented the Company for several years and is a member of its board of directors. Previously, she was with the law firm of Masur, Griffitts Avidor, LLP, and prior to that she was a partner at Hodgson Russ LLP and an associate at Fulbright & Jaworski LLP (now known as Norton Rose Fulbright) and Mayer Brown & Platt, LLP (now known as Mayer Brown LLP). Ms. O'Hara has a J.D. from New York University School of Law and a B.A. in Economics, magna cum laude, from the University of New Mexico.

Ms. O'Hara has served as counsel to the company through her prior law firm, Masur Griffitts Avidor, LLP. The firm has billed the company monthly for services, and such fees averaged approximately $22,000 per month during the past 12 months. In light of her service as outside counsel and a board member, Ms. O'Hara recommended that the other members of the board seek guidance from separate counsel with respect to the agreement. The board then took such advice with respect to such matters as it deemed appropriate, including requesting a review of the agreement by separate counsel and consultation with respect thereto.




Item 8.01 - Other Events

As of January 3, 2021, Applied Energetics has further extended the term of Christopher Donaghey's service on its Board of Advisors, adding an exclusivity requirement which prohibits Mr. Donaghey from providing the same advisory services to other companies in the directed energy space. The company issued Mr. Donaghey options to purchase up to 750,000 shares of its common stock for his agreement to extend his term and such exclusivity. The options are exercisable at a price of $2.40 per share.


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