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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