Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) (i) As previously disclosed, the Board of Directors (the "Board") ofFlux Power Holdings, Inc. (the "Company") previously approved an annual cash bonus plan (the "Annual Cash Bonus Plan") which allows the Compensation Committee of the Board (the "Compensation Committee") and/or the Board of the Company to set the amount of bonus each fiscal year and the performance criteria. All of the Company's executive officers are eligible to participate in the Annual Cash Bonus Plan. For the Company's fiscal year 2022, the performance goals applicable to a bonus are based on the Company achieving certain targets based on the Company's annual revenue, gross margin, EBITDAS (earnings before interest expense (excluding interest income), taxes, depreciation, amortization and stock compensation expense in accordance withU.S. GAAP), new strategic customers, demonstrated direct cost reduction and working capital and inventory turnover (the "Financial Targets") and additional bonus amounts if the Company's financial results exceeds certain thresholds of the Financial Targets. OnOctober 29, 2021 , the Compensation Committee approved target cash bonuses under the Annual Cash Bonus Plan for fiscal year 2022 to the following executive officers, which target bonus was calculated based on percentage of the executive's current base salary: Target Cash Current Base Bonus Maximum Name Position Salary Percentage of Salary ("TCB") Payout(1) Chief Executive Ronald F. Dutt Officer$ 275,000
50 %
Chief Financial Charles Scheiwe Officer$ 205,200
35 %
Chief Operating Jonathan Berry Officer$ 205,200 35 %$ 71,820 $ 86,184
(1) There are no bonus caps for achieving above set revenue target and gross
margin target. If actual results exceed 100% of revenue target and/or gross
margin target, every 1% of revenue target and/or gross margin target would
result in an increase in bonus equal to 0.2% of the TCB for such executive
officers. The foregoing summary of the Annual Cash Bonus Plan is subject to, and qualified in its entirety to the terms set forth in the Annual Cash Bonus Plan filed as Exhibit 10.1 and is incorporated herein by reference to this Current Report
on Form 8-K.
(ii) OnOctober 29, 2021 , the Compensation Committee approved the grant of Restricted Stock Units ("RSUs") under the Company's 2014 Equity Incentive Plan (the "2014 Plan") to certain employees of the Company or its subsidiary,Flux Power, Inc. The RSUs are subject to the terms and conditions provided in (i) the form of Restricted Stock Unit Award Agreement which is time based ("Time Based Awards"), and (ii) the form of Performance Restricted Stock Unit Award Agreement which is performance based ("Performance Based Awards").
The following executive officers of the Company were granted RSUs under the 2014 Plan in the amounts and according to the vesting schedule indicated below:
Time Based Awards: Name Position No. of RSUs Vesting Schedule Chief Executive Vest annually over 3 years with the Ronald F. Dutt Officer 12,061 first vest date on
Chief Financial Vest annually over 3 years with the Charles Scheiwe Officer 6,300 first vest date on
Chief Operating Vest annually over 3 years with the Jonathan Berry Officer 6,300 first vest date on October 27, 2022 Performance Based Awards: No. of RSUs Name Position Maximum Grant Vesting Schedule Chief Executive Three years from grant upon meeting Ronald F. Dutt Officer 18,092 performance
target*
Chief Financial Three years from grant upon meeting Charles Scheiwe Officer 9,450 performance target * Chief Operating Three years from grant upon meeting Jonathan Berry Officer 9,450 performance target * * The performance target for the RSU will be based on EBITDAS (earnings before interest expense (excluding interest income), taxes, depreciation, amortization and stock compensation expense in accordance withU.S. GAAP) for the second half of the Company's Fiscal Year endingJune 30, 2022 . The foregoing summary of the RSUs is subject to, and qualified in its entirety to the terms set forth in the Form of Restricted Stock Unit Award Agreement and the Form of the Performance Restricted Stock Unit Award Agreement, which are attached hereto as Exhibits 10.2 and 10.3 and incorporated herein by reference to this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit Number Description 10.1 Annual Cash Bonus Plan. Incorporated by reference to Exhibit 10.4 on Form 8-K filed with theSEC onNovember 9, 2020 . 10.2 Form of Restricted Stock Unit Award Agreement. Incorporated by reference to Exhibit 10.2 on Form 8-K filed with theSEC onNovember 9, 2020 . 10.3 FY2022 Form of Performance Restricted Stock Unit Award Agreement
© Edgar Online, source