Item 5.02 Departure of Directors or Certain Officers; Election of Directors;


          Appointment of Certain Directors; Compensatory Arrangements of Certain
          Officers.

On July 25, 2022, Awaysis Capital, Inc. (the "Company") entered into an Employment Agreement (the "Employment Agreement") with Tyler Trumbach, the Company's Chief Legal Counsel and a director.

Pursuant to the Employment Agreement, Mr. Trumbach will receive an annual base salary of $150,000 (the "Base Salary"), payable in shares of common stock of the Company or cash, depending on cash availability. The Base Salary will be reviewed on an annual basis to determine potential increases, if any, based on Mr. Trumbach's performance and that of the Company. Additionally, Mr. Trumbach may earn an annual bonus of up to 200% of Base Salary, payable based on performance in the previous fiscal year, and based on the achievement of objectives agreed to with the Company's Chief Executive Office and/or President for each particular fiscal year.

Mr. Trumbach is also entitled to customary benefits and vacation, and is subject to customary confidentiality, ownership of intellectual property, non-disparagement, non-solicitation and non-compete provisions, as described in the Employment Agreement.

The Employment Agreement may be terminated by the Company at any time without prior notice for "Cause", as defined in the Employment Agreement. Upon termination for Cause, Mr. Trumbach will be provided with any unpaid, earned Base Salary up to the date of termination.

The Employment Agreement may be terminated at any time without Cause, and provided that Mr. Trumbach executes a general release, the Company shall pay to Mr. Trumbach an amount equal to 12-months' Base Salary (the "Severance") plus accrued unused vacation; provided that the Company shall not be required to pay the Severance in the event the Company elects to enforce the Employment Agreement's non-competition provisions and pay salary post-termination pursuant to the terms of the Employment Agreement.

Mr. Trumbach can terminate the Employment Agreement and his employment at any time for any reason on 30 days prior written notice. In case of "Good Reason," as defined in the Employment Agreement, the Company shall pay to Mr. Trumbach the Severance plus accrued unused vacation; provided that the Company shall not be required to pay the Severance in the event the Company elects to enforce the Employment Agreement's non-competition provisions and pay salary post-termination pursuant to the terms of the Employment Agreement.

Mr. Trumbach will be entitled to participate in the Company's incentive plans, and shall initially be granted options to purchase 500,000 shares of the Company's common stock.

Item 9.01 Financial Statements and Exhibits.






Exhibit   Description
10.1        Employment Agreement with Tyler Trumbach
104       Cover Page Interactive Data File (embedded within the Inline XBRL
          document)

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