Management Change/Compensation - Form 8-K

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 19, 2024, NeoVolta, Inc. (the "Company") entered into an employment agreement (the "Employment Agreement") with Ardes Johnson pursuant to which Mr. Johnson agreed to serve as the Company's chief executive officer commencing April 29, 2024. Brent Willson, the founder of the Company and former chief executive officer will remain as Chairman of the Board and chief technology officer.

The Employment Agreement provides for compensation consisting of base salary of $350,000, a target cash annual bonus of 100% of base salary with a maximum annual bonus of 150% of base salary, and an annual equity grant based on the achievement of certain goals with a target value of $660,000. For the year ending June 30, 2025, the Employment Agreement provides that the performance goals for the achievement of the cash bonus and equity grant will be the sale of 1,200 units during such fiscal year (excluding those sold through a specified distributor). Pursuant to the Employment Agreement, Mr. Johnson received a restricted stock unit award for 1,280,000 shares of Company common stock that will vest over a four-year period. The Employment Agreement provides for an initial term of through June 30, 2027, which will be automatically renewed for additional one-year terms unless either party chooses not to renew the agreement. If Mr. Johnson's employment is terminated at the Company's election without "cause" (as defined in the agreement), or by Mr. Johnson for "good reason" (as defined in the agreement), Mr. Johnson shall be entitled to receive severance payments equal to six months of base salary and a prorated amount of the annual bonus for such fiscal year.

The foregoing description of the Employment Agreement is subject to and qualified in its entirety by reference to the full text of the Employment Agreement, a copy of which is included as Exhibit 10.1 hereto, the terms of which are incorporated herein by reference.