Highway : Compensatory Arrangements of Certain Officers - Form 6-K

Compensatory Arrangements of Certain Officers

On May 13, 2023, the Board of Directors (the "Board") of Highway Holdings Limited (the "Company") granted an award of 300,000 restricted shares (the "Shares") under the Company's 2020 Stock Option and Restricted Stock Plan to Roland Kohl, the Company's Chief Executive Officer and Chairman of the Board. The Shares are subject to vesting, and any Shares that have not vested (i) by the fifth anniversary of the date of grant, or (ii) upon termination of Mr. Kohl's employment with the Company shall be automatically forfeited and reconveyed to the Company.

The Shares vest in three (3) tranches, with 100,000 of the Shares vesting in two tranches, and all of the unvested shares vesting in one tranche. Each tranche vests upon completion of a certain milestone by the Company relating to the consummation by the Company or its subsidiaries of certain strategic transactions within five (5) years from the date of grant of the Shares (each, a "Milestone"). The independent members of the Board shall have the final determination as to whether the Company has achieved a Milestone.