Item 1.01 Entry into a Material Definitive Agreement.
On January 31, 2023, Giga-Tronics Incorporated (the "Company") entered into a
Termination and Release Agreement ("Agreement") with John Regazzi, in which Mr.
Regazzi resigned as a full-time employee and officer of the Company and its
subsidiaries, effective immediately. Mr. Regazzi remains a director of the
Company. Pursuant to the Agreement, the Company has paid or agreed to pay Mr.
Regazzi (i) $17,500 in unpaid expenses, (ii) $82,266 in unpaid deferred salary,
(iii) $100,000 in an unpaid bonus related to the acquisition of Gresham
Worldwide, Inc. payable in essentially equal installments over an 18-month
commencing in January 2024, (iv) $325,000 in retirement compensation payable
over an 18-month period commencing in January 2024, and (v) COBRA reimbursement
until such time as the Employee can transition to Medicare. Mr. Regazzi is
remaining as a part-time employee though June 30, 2025 at a rate of $125 per
hour and will be paid the $36,000 he is owed for paid time-off over the next 12
months.
The foregoing description of the terms of the Agreement and the transactions
contemplated thereby does not purport to be complete and is qualified in its
entirety by reference to the full text of the Agreement, a form of which is
filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein
by reference.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The information contained above in Item 1.01 is hereby incorporated by reference
into this Item 5.02.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibits
Exhibit No. Description of Exhibit Form Date Number Filed
10.1 Form of Termination and Release Agreement Filed
104 Cover Page Interactive Data File (embedded
within the Inline XBRL Document)
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