AIOT 8-K
Powerfleet, Inc. (AIOT)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Item 1.01. Entry into a Material Definitive Agreement.
The information set forth under Item 5.02 of this Current Report on Form 8-K is 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.
On August 9, 2026, the Board of Directors (the “Board”) of Powerfleet, Inc. (the “Company”) appointed Paul Lalljie to serve as President and Chief Financial Officer of the Company, effective as of August 11, 2026, succeeding David Wilson, whose employment as Chief Financial Officer was terminated effective as of the close of business on August 10, 2026.
Mr. Lalljie, 53, previously served at 2U, Inc., a formerly Nasdaq-listed online education platform company, from 2019 to 2024, initially as Chief Financial Officer and subsequently as Chief Executive Officer. Earlier in his career, Mr. Lalljie spent approximately 18 years at Neustar, Inc., a provider of real-time information services, including nearly a decade as Executive Vice President and Chief Financial Officer. Mr. Lalljie currently serves as an independent director and Chair of the Audit Committee of Twenty One Capital, Inc. (NYSE: XXI), a Bitcoin-focused operating company, as a Supervisory Board member and Chair of the Audit Committee of Bitdefender, a private cybersecurity solutions company, and as a Trustee of Catholic International University.
In connection with Mr. Lalljie’s appointment as Chief Financial Officer, the Company entered into an employment offer letter (the “Offer Letter”) with Mr. Lalljie setting forth the terms of his employment and initial compensation. In accordance with the Offer Letter, Mr. Lalljie will receive a base salary of $475,000 per year and will be eligible to receive an annual bonus in an amount up to 85% of his base salary, subject to the terms of the Company’s Global Bonus Plan, as approved annually by the Compensation Committee of the Board. Mr. Lalljie will also receive a one-time cash sign-on bonus of $100,000, which is subject to repayment in the event Mr. Lalljie’s employment terminates for cause or without good reason within 18 months, and the following one-time equity awards, which will become effective as of Mr. Lalljie’s start date:
| (i) | an award of 225,000 restricted stock units under the Company’s 2018 Incentive Plan, as amended (the “Plan”), vesting in equal installments on each of the first three anniversaries of the grant date, subject to Mr. Lalljie’s continued employment with the Company on each such date; and |
| (ii) | a target award of 225,000 performance-based restricted stock units under the Plan, subject to Mr. Lalljie’s continuous employment through March 31, 2029 (the “Performance Period”), which vest based on the Company’s stock price performance during the Performance Period. |
Vesting of the foregoing one-time equity awards is accelerated with respect to 50% of each award (if greater than the then-vested portion) in the event Mr. Lalljie’s employment terminates for cause or for good reason in connection with a change in control.
The Company also entered into a severance agreement (the “Severance Agreement”) with Mr. Lalljie, which, among other things, entitles Mr. Lalljie to (i) cash payments in an amount equal to 1.5x (or 2x in the event of a Trigger Event (as defined below) occurring following a change in control, as defined in the Severance Agreement) his base salary, (ii) a waiver of any remaining portion of Mr. Lalljie’s healthcare continuation payments under COBRA for the 12-month severance period, (iii) accelerated vesting of equity awards granted to Mr. Lalljie on a pro-rated basis, and (iv) a lump sum payment equal to 1.5x (or 2x in the event of a Trigger Event occurring following a change in control) the amount of any bonus that would have otherwise been paid to Mr. Lalljie for the fiscal year during which Mr. Lalljie is terminated, each in the event that the Company terminates his employment without cause or Mr. Lalljie leaves the Company for good reason, as described in the Severance Agreement (collectively referred to herein as a “Trigger Event”). Under the Severance Agreement, Mr. Lalljie’s receipt of these benefits is subject to his execution and delivery of a general release agreement to the Company within 45 days after the applicable Trigger Event occurs.
In addition, Mr. Lalljie entered into a Confidentiality, Assignment of Contributions and Inventions, Non-Competition, and Non-Solicitation Agreement (the “Covenants Agreement”) with the Company, pursuant to which Mr. Lalljie agreed to customary covenants regarding confidentiality, assignment of inventions, non-competition and non-solicitation.
In connection with Mr. Wilson’s departure, the Company entered into a separation agreement (the “Separation Agreement”) with Mr. Wilson. Pursuant to the Separation Agreement, Mr. Wilson will receive (i) a lump-sum severance payment of $224,460, less applicable taxes and withholdings, equivalent to 26 weeks of his base salary, (ii) a lump-sum payment of $121,731.65, less applicable taxes and withholdings, equivalent to a pro-rated portion of Mr. Wilson’s target bonus, and (iii) Company reimbursement of COBRA premiums through February 28, 2027, subject to Mr. Wilson’s timely election of continuous coverage under COBRA. The Separation Agreement also contains a mutual release of claims, subject to certain exceptions, and confirms that Mr. Wilson’s obligations under his existing Employee Covenants Agreement, including confidentiality and non-disparagement obligations, remain in full force and effect.
In addition, the Company entered into a Consultancy Services Agreement (the “Consulting Agreement”) with Mr. Wilson, pursuant to which Mr. Wilson will provide consulting services to the Company for an initial term of 90 days, subject to successive one-month renewals. Under the Consulting Agreement, Mr. Wilson will receive a consulting fee of $37,410 per month.
The foregoing descriptions of the Offer Letter, the Severance Agreement, the Covenants Agreement, the Separation Agreement and the Consulting Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of each of the Offer Letter, the Severance Agreement, the Covenants Agreement, the Separation Agreement and the Consulting Agreement, copies of which are filed as Exhibits 10.1, 10.2, 10.3, 10.4 and 10.5, respectively, to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| POWERFLEET, INC. | ||
| By: | /s/ Steve Towe | |
| Name: | Steve Towe | |
| Title: | Chief Executive Officer | |
Date: August 11, 2026
Exhibit 10.1
July 29, 2026
Paul Lalljie
Dear Paul,
On behalf of Powerfleet, Inc. (the “Company”), I am pleased to confirm our offer for full-time employment as Chief Financial Officer, reporting to Steve Towe, President and Chief Executive Officer. Your start date will be mutually determined between you and the Company.
You will receive a semi-monthly salary of $19,791.67, which is equivalent to $475,000 on an annual basis. You will be eligible to participate in the Global Bonus Plan. As part of this Global Bonus Plan, you will be eligible to receive an annual bonus based on a target award of 85% of your base salary subject to the terms of the Global Bonus Plan, as approved annually by the Compensation Committee of the Company’s Board of Directors (the “Compensation Committee”). In connection with the commencement of your employment, you will receive:
(i) a one-time cash sign-on bonus of $100,000, less applicable withholdings, payable as soon as is practicable; and
(ii) a one-time grant of 225,000 restricted stock units (“RSUs”), vesting ratably on each of the first three anniversaries of the grant date, and a one-time grant of 225,000 performance-based stock units (“PSUs”), which shall be subject to your continuous employment through March 31, 2029 (the “Performance Period”). If during the Performance Period, the closing share price of the Company’s common stock is at or exceeds $5/share for 20 consecutive trading days, you shall receive payment equivalent to 25% of the PSUs in shares of common stock; if the closing share price is at or exceeds $8/share for 20 consecutive trading days, you shall receive payment equivalent to 100% of the PSUs in shares of common stock; and if the closing share price is at or exceeds $11/share for 20 consecutive trading days, you shall receive payment equivalent to 150% of the PSUs in shares of common stock. In all cases, the payment shall be subject to the continuous employment requirement and shall be made at the conclusion of the Performance Period. Each grant shall be made under the Company’s 2018 Incentive Plan, as amended.
If your employment terminates for Cause or resignation without Good Reason (as both are defined in the Severance Agreement, defined below) within 12 months of your Start Date, you agree to repay the Company a pro-rated portion of the cash sign-on bonus following 100% repayment for employment of less than twelve (12) months and 50% repayment for less than eighteen (18) months of employment.
Additionally, you will be included in Powerfleet, Inc.’s Long-Term Incentive Program (the “LTIP”). For the fiscal year ending March 31, 2027, pursuant to the LTIP, you should expect to receive an equity grant equivalent to $2,000,000, subject to the approval of the Compensation Committee. In future years, you shall receive additional annual grants as approved by the Compensation Committee and subject to the terms of the LTIP.
During your employment with the Company, you will be entitled to all the Company’s current customary employee benefits, subject to plan eligibility requirements. A highlight of our benefits includes:
| 1. | Health Insurance: Commencing on the first day of employment, you will be eligible to enroll in all the Company’s benefit offerings including medical, dental, vision, long-term disability, short-term disability, life insurance, cancer care, accident indemnity, flexible spending, and dependent care programs. | |
| 2. | Company Savings Plan: Within the first month of your employment, you will be automatically enrolled in the Company’s 401(k) plan with the ability to cease participation or change your contribution at any time. The Company currently matches employee contributions up to 3%. | |
| 3. | Paid Time-Off: You will accrue and be eligible to take Paid Time Off in accordance with the Company’s policies in effect from time to time. |
Your employment is contingent upon receipt of proof of eligibility to work in the United States. This offer is additionally contingent upon successful completion of our reference checking processes and background investigation (which may include criminal, consumer credit, driving and check of educational credentials), and your execution and delivery of the Company’s Confidentiality and Non-Competition Agreement.
Although we hope that your employment with us is mutually satisfactory, employment at the Company is “at will.” This means that, just as you may resign from the Company at any time with or without cause, the Company has the right to terminate this employment relationship with or without cause at any time. Neither this letter nor any other communication, either written or oral, should be construed as a contract of employment. By signing this letter below, you agree that during your employment and at all times thereafter, you shall not use or disclose, in whole or in part, any of the Company’s or its customers’ or affiliates’ trade secrets, confidential and proprietary information, including without limitation, product information, customer lists and information, to any person, firm, corporation, or other entity for any reason or purpose whatsoever other than in the course of your employment with the Company or with the prior written permission of the Company’s CEO.
On or before your start date, you shall receive a severance agreement pursuant to which you shall be eligible to receive severance upon certain termination events (the “Severance Agreement”). As an additional term and condition of your employment, you also will be required to execute the annexed employee non-disclosure, assignment of inventions, and non-solicitation agreement (the “Covenants Agreement”), the terms of which are in addition to the terms of this offer letter. By executing this letter below, you also represent and warrant to the Company that you are not a party to, or otherwise bound by, any confidentiality, non-solicitation, non-competition or similar agreement that would prohibit, prevent, inhibit, limit, or conflict with the performance of your duties to the Company.
Congratulations, Paul! We are excited to have you as part of our team and believe that based on your skills as you have outlined them to us, you will be a positive addition to our team. Please sign and date one copy of this letter and return it to me along with a signed and dated copy of the Covenants Agreement.
Sincerely,
/s/ Melissa Garza
Melissa Garza
Chief Human Resources Officer
| /s/ Paul Lalljie | August 10, 2026 | |
| Paul Lalljie | Date |
Exhibit 10.2
SEVERANCE AGREEMENT
This SEVERANCE AGREEMENT (the “Agreement”) is made and entered into, effective as of August 11, 2026, by and between Powerfleet, Inc., a Delaware corporation (the “Company”), and Paul Lalljie (“Executive”).
BACKGROUND:
WHEREAS, Executive is to be employed as President and Chief Financial Officer of the Company;
WHEREAS, Executive was provided an offer letter to be effective August 11, 2026 (the “Offer Letter”), regarding certain terms and conditions applicable during and after Executive’s employment with the Company, which remain in effect unless otherwise explicitly modified by this Agreement; and
WHEREAS, the Board of Directors of the Company (the “Board”) has determined it is in the best interests of the Company to enter into this Agreement to, among other things, help retain and motivate Executive in his position with the Company.
NOW, THEREFORE, in consideration of the foregoing premises and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows:
| 1. | Certain Definitions. As used in the Agreement, the following terms shall have the respective meanings set forth below: |
| (a) | “Accrued Amounts” means the sum of (i) any base salary earned but unpaid through the date of the Trigger Event, (ii) any unreimbursed expenses in accordance with the Company’s expense reimbursement policy, (iii) payments for any accrued but unused vacation leave and/or paid time off through the date of the Trigger Event, (iv) any earned but unpaid bonus for any prior completed fiscal years of the Company and (v) any accrued and vested rights or benefits under any Company-sponsored employee benefit plans payable in accordance with the terms and conditions of such plans. Amounts payable in respect of (i), (ii), (iii) or (iv) of the foregoing shall be paid as soon as administratively practicable, but in no event later than thirty (30) days, following the Trigger Event; provided that amounts characterized as wages under New Jersey’s Wage Payment Law shall be paid no later than the regular payday for the pay period in which the separation occurred. |
| (b) | “Applicable Multiple” means (x) 1.5 or (y) solely to the extent the Trigger Event occurs on or within six (6) months following a Change in Control Event, 2.0. |
| (c) | “Affiliate” of the Company means any Person that controls, is controlled by, or is under common control with, the Company. A Person shall be deemed to be in control of another Person if, and for so long as, it owns or controls more than 50% of the voting power in the election of directors (or, in the case of an entity that is not a corporation, for the election of the corresponding managing authority) of such other Person. |
| (d) | “Cause” means Executive’s (i) conviction of, or plea of nolo contendere to, a felony or crime involving moral turpitude; (ii) fraud on or misappropriation of any funds or property of the Company; (iii) willful violation of any law, rule or regulation (other than minor traffic violations or similar offenses or solely as a result of vicarious liability) or breach of fiduciary duty which results in personal profit to Executive; (iv) material dishonesty in connection with Executive’s duties or responsibilities, material insubordination, or failure to follow the Company’s policies, rules, codes of conduct, or procedures; or (v) nonperformance or breach by Executive of any of the material provisions of this Agreement (including inaccuracy of representations) or policies of the Company (including expense reimbursement policies). Executive shall be given notice of the termination of Executive’s employment for Cause and shall have an opportunity, within thirty (30) days of such notice, to be heard by the Board with respect thereto and, to the extent the Board deems the matter curable (it being understood that the matters described in foregoing clauses (i) and (ii) shall not be curable), shall have a period of thirty (30) days to cure the matter to the Board’s reasonable satisfaction. |
| (e) | “Change in Control Event” means the occurrence of any of the following events with respect to the Company: |
| (i) | the consummation of any consolidation or merger of the Company in which the holders of the Company’s common stock, par value $0.01 per share (“Common Stock”) immediately prior to such consolidation or merger own less than fifty percent (50%) of the outstanding common stock of the surviving corporation immediately after the merger; or |
| (ii) | the consummation of any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all, or substantially all, of the assets of the Company, other than to a subsidiary or Affiliate; or |
| (iii) | any action pursuant to which any person or group (as such terms are defined in Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), shall become the “beneficial owner” (as such term is defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of shares of capital stock entitled to vote generally for the election of directors of the Company (“Voting Securities”) representing more than thirty (30%) percent of the combined voting power of the Company’s then outstanding Voting Securities (calculated as provided in Rule 13d-3(d) in the case of rights to acquire any such securities); or |
| (iv) | the individuals (x) who, as of the effective date of this Agreement, constitute the Board (the “Original Directors”) and (y) who thereafter are elected to the Board and whose election, or nomination for election, to the Board was approved by a vote of a majority of the Original Directors then still in office (such Directors being called “Additional Original Directors”) and (z) who thereafter are elected to the Board and whose election or nomination for election to the Board was approved by a vote of a majority of the Original Directors and Additional Original Directors then still in office, cease for any reason to constitute a majority of the members of the Board. |
| (f) | “Disability” means that Executive is, in the reasonable determination of a qualified physician to be mutually agreed upon by the parties, incapable, with or without reasonable accommodation, of performing his principal duties due to physical or mental incapacity or impairment for 120 consecutive days, or for 180 non-consecutive days, during any 12 month period. |
| (g) | “Good Reason” means the occurrence of any of the following events without Executive’s express written consent: (i) a material diminution in the Executive’s position, authority, reporting lines or responsibilities, including, without limitation, Executive ceasing to have the same status, offices, or titles and with the Company (or the Company’s successor in interest or ultimate parent); (ii) a material reduction in Executive’s annual base salary and/or annual target incentive opportunity (provided, however, that a temporary reduction in Executive’s base salary made in connection with temporary reductions in the base salaries of all executive-level employees of the Company in response to events outside of the Company’s reasonable control- including, without limitation, natural disasters or catastrophes, pandemics, national or regional emergencies, labor shortages or slowdowns, supply chain breakdowns, global or nationwide economic recession- shall not constitute Good Reason); (iii) a relocation of Executive’s principal work location to a location that is thirty-five (35) miles or more from Washington, DC and results in a material increase in Executive’s commute from his primary residence; or (iv) the Company’s material violation of any written contract or agreement between Executive and the Company, including this Agreement. In order for an event to qualify as Good Reason, (i) Executive must first provide the Company with written notice of the acts or omissions constituting the grounds for “Good Reason” within ninety (90) calendar days of the initial existence of the grounds for “Good Reason” and a reasonable cure period of thirty (30) calendar days following the date of written notice (the “Cure Period”), and such grounds must not have been cured during the Cure Period, and Executive must resign his or her employment within the thirty (30) calendar days following the end of the Cure Period. |
| (h) | “Person” means an individual, a partnership, a limited liability company, a corporation, an association, a joint stock corporation, a trust, a joint venture, an unincorporated organization, or any court, administrative agency or commission or other federal, state, county, local or foreign governmental authority, instrumentality, agency or commission. |
| (i) | “Release” means a separation and general release agreement in the form annexed hereto as Exhibit A and made a part hereof. |
| (j) | “Trigger Event” means the termination of Executive’s employment by (x) the Company other than a termination for Cause or (y) Executive with Good Reason. For purposes of clarity, a termination of Executive’s employment due to his death or Disability shall not be considered a termination of Executive’s employment by the Company other than for Cause, and shall not constitute a Trigger Event. |
| 2. | Trigger Event Payments and Benefits. |
Within 45 days after the occurrence of a Trigger Event (or such shorter period as may be required by the Release), Executive shall execute and deliver to the Company the Release. Upon the sooner of the expiration of any applicable revocation period required for the Release to be effective with respect to age discrimination claims and the date on which it is otherwise permitted to be effective and irrevocable under applicable law (such sooner date the “Release Effective Date”), Executive shall be entitled to:
| (a) | cash payments (collectively the “Severance Payment”) in an amount equal to the sum of the Applicable Multiple multiplied by Executive’s annual base salary as in effect immediately prior to the Trigger Event (without giving effect to any reduction in annual base salary giving rise to Good Reason, if applicable) for a period of 12 months (the “Severance Period”), payable as set forth below. The Severance Payment shall be made as a series of separate payments in accordance with the Company’s standard payroll practices (and subject to all applicable tax withholdings and deductions), commencing with the first regular payroll date on or immediately following the 60th day after the date of the Trigger Event and will include any amounts that would have been otherwise payable to Executive prior thereto; |
| (b) | if Executive timely elects “COBRA” coverage and provided Executive continues to make contributions for such continuation coverage equal to Executive’s contribution amount in effect immediately preceding the date of Executive’s termination of employment, the Company shall waive or pay the remaining portion of Executive’s healthcare continuation payments under COBRA for the Severance Period. Notwithstanding the foregoing, in the event that Executive becomes eligible to obtain alternate healthcare coverage from a new employer before the end of the Severance Period, the Company’s obligation to waive the remaining portion of Executive’s healthcare continuation coverage under COBRA shall cease. Executive understands and affirms that Executive is obligated to inform the Company if Executive becomes eligible to obtain alternate healthcare coverage from a new employer before the end of the Severance Period; |
| (c) | all Company stock options and restricted stock (“Awards”) granted to Executive shall (to the extent not already then “vested”), partially “vest” and a portion of the stock options shall be exercisable, in each case on a pro-rated basis, taking into account the number of months elapsed since the date of grant as compared to the scheduled vesting date. For example, if the total number of months from the grant date until the vesting date is 36 months, and the Trigger Event occurs at the end of the 12th month after the grant date, then effective on the Release Effective Date, the total number of vested options and vested Awards should be equal to 1/3 (i.e., 12/36) of the total number of each granted. Notwithstanding anything to the contrary contained herein, the terms of the equity compensation plan under which any such Award was granted shall govern acceleration of vesting of such Award in the event of a qualifying termination of employment or a “Change in Control” (or term of similar import) as defined in such plan to the extent that such plan provides for a more favorable treatment in connection with a qualifying termination of employment or a “Change in Control” (or term of similar import); and |
| (d) | An amount equal to the sum of the Applicable Multiple multiplied by the amount of any bonus that would have otherwise been paid to Executive for the fiscal year during which Executive is terminated shall be paid in a single lump-sum on the date such payments are made to other employees, notwithstanding that Executive is not actively employed on the date of payment, and in all events no later than March 15 of the year following the year in which the Trigger Event occurs. |
Except as expressly provided herein, this Paragraph 2 supersedes any previous understandings or agreements regarding severance or severance payments, including those stated in the Offer Letter. Irrespective of whether or not Executive signs the Release, Executive shall be entitled to receive the Accrued Amounts.
| 3. | At Will Employment. Nothing in this Agreement shall alter Executive’s status as an “at-will” employee. |
| 4. | Headings. Headings used in this Agreement are for convenience of reference only and do not affect the meaning of any provision. |
| 5. | Counterparts. This Agreement may be executed as of the same effective date in one or more counterparts, each of which shall be deemed an original. |
| 6. | Binding Agreement; Assignment. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. |
| 7. | Governing Law; Jurisdiction. This Agreement and any and all matters arising directly or indirectly herefrom shall be governed by, and construed in accordance with, the internal laws of the State of New Jersey, without reference to the choice of law principles thereof. Any legal action, suit or other proceeding arising out of or in any way connected with this Agreement shall be brought in the courts of the State of New Jersey, or in the United States courts for the District of New Jersey. With respect to any such proceeding in any such court: (i) each party generally and unconditionally submits itself and its property to the exclusive jurisdiction of such court (and corresponding appellate courts therefrom), and (ii) each party waives, to the fullest extent permitted by law, any objection it has or hereafter may have the venue of such proceeding as well as any claim that it has or may have that such proceeding is in an inconvenient forum. |
| 8. | Amendments. This Agreement may only be amended or otherwise modified, and the provisions hereof may only be waived, by a writing executed by the parties hereto. |
| 9. | Entire Agreement. This Agreement, the Offer Letter, and the Indemnification Agreement shall constitute the entire agreement of the parties with respect to the matters covered hereby and shall supersede all previous written, oral or implied understandings between them with respect to such matters. |
| 10. | Opportunity to Consult Counsel. Executive hereby acknowledges that he has read and fully understands this Agreement, that he has been advised that Olshan Frome Wolosky LLP is counsel to the Company and not to Executive, and that Executive has been advised to, and has had the opportunity to, consult with counsel and Executive’s personal financial or tax advisor with respect to this Agreement. |
| 11. | No Effect on Other Benefits. Notwithstanding anything contained herein to the contrary, nothing contained herein shall adversely affect the rights of Executive and his dependents and beneficiaries to any and all benefits to which any of them may be entitled under the benefit plans and arrangements of the Company in accordance with the terms of such benefit plans and arrangements. |
| 12. | Section 409A. |
| (a) | This Agreement is intended to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and regulations promulgated thereunder (“Section 409A”). To the extent that any provision in this Agreement is ambiguous as to its compliance with Section 409A, the provision shall be read in such a manner so that no payments due under this Agreement shall be subject to an “additional tax” as defined in Section 409A(a)(1)(B) of the Code. For purposes of Section 409A, each payment made under this Agreement shall be treated as a separate payment. In no event may Executive, directly or indirectly, designate the calendar year of payment. |
| (b) | Notwithstanding anything to the contrary contained herein, if necessary to comply with the restriction in Section 409A(a)(2)(B) of the Code concerning payments to “specified employees,” any payment on account of Executive’s separation from service that would otherwise be due hereunder within six months after such separation shall nonetheless be delayed until the first business day of the seventh month following Executive’s date of termination and the first such payment shall include the cumulative amount of any payments that would have been paid prior to such date if not for such restriction, together with interest on such cumulative amount during the period of such restriction at a rate, per annum, equal to the applicable federal short-term rate (compounded monthly) in effect under Section 1274(d) of the Code on the date of termination. For purposes of Section 2 hereof, Executive shall be a “specified employee” for the 12-month period beginning on the first day of the fourth month following each “Identification Date” if he is a “key employee” (as defined in Section 416(i) of the Code without regard to Section 416(i)(5) thereof) of the Company at any time during the 12-month period ending on the “Identification Date.” For purposes of the foregoing, the Identification Date shall be December 31. Notwithstanding anything contained herein to the contrary, Executive shall not be considered to have terminated employment with the Company for purposes of Section 2 hereof unless he would be considered to have incurred a “termination of employment” from the Company within the meaning of Treasury Regulation §1.409A-1(h)(1)(ii). |
| (c) | Executive acknowledges that any tax liability incurred by Executive under Section 409A of the Code is solely the responsibility of Executive. |
| 13. | No Mitigation. Executive shall be under no obligation to seek other employment after Executive’s termination of employment with the Company, and the obligations of the Company to Executive which arise pursuant to Section 2 of this Agreement shall not be subject to mitigation or offset. |
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.
| POWERFLEET, INC. | ||
| By: | /s/ Melissa Garza | |
| Name: | Melissa Garza | |
| Title: | CHRO | |
| Date: | August 10, 2026 | |
EXECUTIVE
| By: | /s/ Paul Lalljie |
|
| Name: | Paul Lalljie | |
| Date: | August 10, 2026 |
[Signature Page to Severance Agreement]
EXHIBIT
A
FORM OF RELEASE
SEPARATION AND GENERAL RELEASE AGREEMENT
This Separation and General Release Agreement (this “Agreement”) is entered into between _______________ with an address at _____________________________ (the “Employee”) and Powerfleet, Inc. (the “Company”), together with its parent, divisions, affiliates, and subsidiaries and their respective officers, directors, employees, shareholders, members, partners, plan administrators, attorneys, and agents, as well as any predecessors, future successors or assigns or estates of any of the foregoing (the “Released Parties”).
1. Separation of Employment. Employee acknowledges and understands that Employee’s last day of employment with the Company was _______________ (the “Separation Date”). Employee acknowledges and agrees that, except as otherwise provided in this Agreement, Employee has received all compensation and benefits to which Employee is entitled as a result of Employee’s employment. Employee understands that, except as otherwise provided in this Agreement, Employee is entitled to nothing further from any of the Released Parties, including reinstatement by the Company.
2. Employee General Release of Released Parties. In consideration of the payments and benefits set forth in Section 4 below, Employee hereby unconditionally and irrevocably releases, waives, discharges, and gives up, to the full extent permitted by law, any and all Claims (as defined below) that Employee may have against any of the Released Parties, arising on or prior to the date of Employee’s execution and delivery of this Agreement to the Company. “Claims” means any and all actions, charges, controversies, demands, causes of action, suits, rights, and/or claims whatsoever for debts, sums of money, wages, salary, severance pay, commissions, bonuses, unvested stock options (provided, however, that nothing in this release affects Employee’s entitlement to the vesting described in Section 2(c) of the Severance Agreement or under the terms of the applicable equity plan or award agreement), vacation pay, sick pay, fees and costs, attorneys fees, losses, penalties, damages, including damages for pain and suffering and emotional harm, arising, directly or indirectly, out of any promise, agreement, offer letter, contract, understanding, common law, tort, the laws, statutes, and/or regulations of the State of New Jersey or any other state and the United States, including, but not limited to, federal and state whistleblower laws, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Equal Pay Act, the Americans with Disabilities Act, the Family and Medical Leave Act, the Employment Retirement Income Security Act (excluding COBRA), the Vietnam Era Veterans Readjustment Assistance Act, the Fair Credit Reporting Act, the Age Discrimination in Employment Act (“ADEA”), the Older Workers’ Benefit Protection Act, the Occupational Safety and Health Act, the Sarbanes-Oxley Act of 2002, the New Jersey Law Against Discrimination, the New Jersey Family Leave Act, the New Jersey Civil Rights Act, and the New Jersey Conscientious Employee Protection Act, as each may be amended from time to time, whether arising directly or indirectly from any act or omission, whether intentional or unintentional. This Section 2 releases all Claims including those of which Employee is not aware and those not mentioned in this Agreement. Employee specifically releases any and all Claims arising out of Employee’s employment with the Company or separation therefrom. Employee does not release or discharge the Released Parties from (i) claims that cannot be validly waived under applicable law, such as claims for workers’ compensation or unemployment insurance benefits, (ii) rights to enforce this Agreement, (iii) claims for vested benefits under the terms of the Company’s benefit plans applicable to Employee and any Severance Payment amounts due under Section 2 of this Agreement, (iv) claims arising after the date Employee signs this Agreement, or (v) rights to indemnification relating to Employee’s employment with the Company under the Indemnification Agreement, Company’s directors and officers (D&O) policy, by-laws, organizational documents or otherwise. Nothing in this Agreement shall have the purpose or effect of requiring Employee to conceal the details relating to any claim of discrimination, harassment, or retaliation. Employee expressly acknowledges and agrees that, by entering into this Agreement, Employee is releasing and waiving any and all Claims, including, without limitation, Claims that Employee may having arising under ADEA, which have arisen on or before the date of Employee’s execution and delivery of this Agreement to the Company.
3. Representations; Covenant Not to Sue. Employee hereby represents and warrants to the Released Parties that Employee has not: (A) filed, caused or permitted to be filed any pending proceeding (nor has Employee lodged a complaint with any governmental or quasi-governmental authority) against any of the Released Parties, nor has Employee agreed to do any of the foregoing; (B) assigned, transferred, sold, encumbered, pledged, hypothecated, mortgaged, distributed, or otherwise disposed of or conveyed to any third party any right or Claim against any of the Released Parties that has been released in this Agreement; or (C) directly or indirectly assisted any third party in filing, causing or assisting to be filed, any Claim against any of the Released Parties. Except as set forth in Section 11 below, Employee covenants and agrees that he shall not encourage or solicit or voluntarily assist or participate in any way in the filing, reporting or prosecution by herself or any third party of a proceeding or Claim against any of the Released Parties.
4. Payment. As good consideration for Employee’s execution, delivery, and non-revocation of this Agreement, the Company shall provide Employee with the payments and benefits set forth in Section 2 of the Severance Agreement between Employee and the Company dated as of August ___, 2026, payable as set forth therein. Employee acknowledges that Employee is not otherwise entitled to receive the payments and benefits described in this Section 4 and acknowledges that nothing in this Agreement shall be deemed to be an admission of liability on the part of any of the Released Parties. Employee agrees that Employee will not seek anything further from any of the Released Parties.
5. Who is Bound. The Company and Employee are bound by this Agreement. Anyone who succeeds to Employee’s rights, such as the executors of Employee’s estate, is bound, and anyone who succeeds to the Company’s rights and responsibilities, such as its successors and assigns, is also bound.
6. Cooperation. Employee agrees that, within five business days of the Separation Date, he shall provide the Company (attention: _________) with a written comprehensive summary of all outstanding work activities, current and prospective customer contact information, and otherwise reasonably cooperate as necessary to effect a transition of his responsibilities. Employee also agrees that he will cease from communicating with any current Company employees (with the exception of __________________) regarding Company personnel or other Company-related matters. Employee agrees to reasonably cooperate in any Company investigations and/or litigation regarding events that occurred during Employee’s tenure with the Company. The Company will compensate Employee for reasonable expenses Employee incurs in extending such cooperation regarding investigations and/or litigation, so long as Employee provides advance written notice of Employee’s request for compensation.
7. Non Disparagement and Confidentiality. Employee agrees not to make any defamatory or derogatory statements concerning any of the Released Parties and the Company shall not, and shall cause the directors and officers not to, make defamatory or derogatory statements about Employee. Provided inquiries are directed to the Company’s Department of Human Resources, the Company shall disclose to prospective employers information limited to Employee’s dates of employment and last position held by Employee. Employee confirms and agrees that Employee shall not, directly or indirectly, disclose to any person or entity or use for Employee’s own benefit, any confidential information concerning the business, finances or operations of the Company or its customers; provided, however, that Employee’s obligations under this Section 7 shall not apply to information generally known in the Company’s industry through no fault of Employee or the disclosure of which is required by law (including, responding to inquiries from or providing testimony before a self-regulatory authority or a government agency or entity, including the U.S. Equal Employment Opportunity Commission, the U.S. Department of Labor, the National Labor Relations Board, the U.S. Department of Justice, the Securities and Exchange Commission (“SEC”), Congress, and any state or local commission on human rights, and (ii) disclosing any information to a court or other administrative or legislative body in response to a valid subpoena or court order), provided that, to the extent permitted by law, Employee shall provide the Company with reasonable advance notice sufficient to enable the Company to contest the disclosure if Employee has been legally compelled to disclose the Company’s confidential information. Such confidential information shall include, without limitation, trade secrets, customer lists, details of contracts, pricing policies, operational materials, marketing plans or strategies, security and safety plans and strategies, project development, and any other non-public or confidential information of, or relating to, the Company or its affiliates. Employee also agrees that the amounts paid to Employee and all of the other terms of this Agreement shall be kept confidential, unless the Company discloses them in a public filing. Employee acknowledges that he continues to be bound by the Confidentiality, Assignment of Contributions and Inventions, Non-Competition and Non-Solicitation Agreement (the “Covenants Agreement”).
8. Remedies. Employee agrees that if Employee is required to return the payments, this Agreement shall continue to be binding on Employee and the Released Parties shall be entitled to enforce the provisions of this Agreement as if the payments had not been repaid to the Company and the Company shall have no further payment obligations to Employee hereunder. Further, in the event of a material breach of this Agreement, Employee agrees to pay all of the Released Parties’ attorneys’ fees and other costs associated with enforcing this Agreement.
9. Company Property. Employee represents that he has returned all Company property in Employee’s possession, custody or control, including, but not limited to, all Company equipment, samples, laptop computers, personal digital assistants, cell phones, pass codes, keys, swipe cards, documents or other materials that Employee received, prepared, or helped prepare. Employee represents that Employee has not retained any copies, duplicates, reproductions, computer disks, or excerpts thereof of the Company’s documents.
10. Construction of Agreement. In the event that one or more of the provisions contained in this Agreement shall for any reason be held unenforceable in any respect under the law of any state of the United States or the United States, such unenforceability shall not affect any other provision of this Agreement, but this Agreement shall then be construed as if such unenforceable provision or provisions had never been contained herein or therein. If it is ever held that any restriction hereunder is too broad to permit enforcement of such restriction to its fullest extent, such restriction shall be enforced to the maximum extent permitted by applicable law. This Agreement and any and all matters arising directly or indirectly herefrom or therefrom shall be governed under the laws of the State of New Jersey, without reference to choice of law rules. The Company and Employee consent to the sole jurisdiction of the federal and state courts of New Jersey. THE COMPANY AND EMPLOYEE HEREBY WAIVE THEIR RESPECTIVE RIGHT TO TRIAL BY JURY IN ANY ACTION CONCERNING THIS AGREEMENT OR ANY AND ALL MATTERS ARISING DIRECTLY OR INDIRECTLY HEREFROM AND REPRESENT THAT THEY HAVE CONSULTED WITH COUNSEL OF THEIR CHOICE OR HAVE CHOSEN VOLUNTARILY NOT TO DO SO SPECIFICALLY WITH RESPECT TO THIS WAIVER.
11. Acknowledgments. The Company and Employee acknowledge and agree that:
(A) By entering into this Agreement, Employee does not waive any rights or Claims that may arise after the date that Employee executes and delivers this Agreement to the Company;
(B) This Agreement shall not affect the rights and responsibilities of the Equal Employment Opportunity Commission (the “EEOC”) to enforce the ADEA and other laws, and further acknowledge and agree that this Agreement shall not be used to justify interfering with Employee’s protected right to file a charge or participate in an investigation or proceeding conducted by the EEOC, or any other federal, state, or local agency enforcing discrimination, retaliation, or similar matters. Accordingly, nothing in this Agreement shall preclude Employee from filing a charge with, or participating in any manner in an investigation, hearing or proceeding conducted by, the EEOC, but Employee hereby waives any and all rights to recover under, or by virtue of, any such investigation, hearing or proceeding;
(C) Nothing in this Agreement shall be interpreted to interfere with Employee’s rights to report possible violations of federal law or regulations to any government agency or entity, including but not limited to the Department of Justice, the Securities and Exchange Commission, Congress, and any federal agency Inspector General, or from making other disclosures that are protected under the whistleblower provisions of federal law or regulation (including, without limitation, reporting possible violations of federal laws or regulations in accordance with Section 21F of the Securities Exchange Act of 1934, as amended, and rules promulgated thereunder). Employee is not waiving any right that Employee may have to receive an award for information provided to the Securities and Exchange Commission or any other governmental agency in connection with a possible securities law violation;
(D) Notwithstanding anything set forth in this Agreement to the contrary, nothing in this Agreement shall affect or be used to interfere with Employee’s protected right to test in any court, under the Older Workers’ Benefit Protection Act, or like statute or regulation, the validity of the waiver of rights under ADEA set forth in this Agreement; and
(E) Nothing in this Agreement shall preclude Employee from: exercising Employee’s rights, if any (i) under Section 601-608 of the Employee Retirement Income Security Act of 1974, as amended, popularly known as COBRA, or (ii) the Company’s pension plan or 401(k) plan, if applicable.
12. Opportunity For Review.
(A) Employee represents and warrants that Employee: (i) has had sufficient opportunity to consider this Agreement; (ii) has read this Agreement; (iii) understands all the terms and conditions hereof; (iv) is not incompetent or had a guardian, conservator or trustee appointed for Employee; (v) has entered into this Agreement of Employee’s own free will and volition; (vi) has duly executed and delivered this Agreement; (vii) understands that Employee is responsible for Employee’s own attorney’s fees and costs; (viii) has had the opportunity to review this Agreement with counsel of Employee’s choice or has chosen voluntarily not to do so; (ix) understands the Employee has been given twenty-one (21) days to review this Agreement before signing this Agreement and understands that he is free to use as much or as little of the 21-day period as he wishes or considers necessary before deciding to sign this Agreement; (x) understands that if Employee does not sign and return this Agreement to the Company within 21 days of his receipt, the Company shall have no obligation to enter into this Agreement, Employee shall not be entitled to the payments and benefits set forth in Section 4 of this Agreement, and the Separation Date shall be unaltered; and (xi) this Agreement is valid, binding and enforceable against the parties to this Agreement in accordance with its terms.
(B) This Agreement shall be effective and enforceable on the eighth (8th) day after execution and delivery to the Company by Employee. The parties to this Agreement understand and agree that Employee may revoke this Agreement after having executed and delivered it to the Company by so advising the Company in writing no later than 11:59 p.m. ET on the seventh (7th) day after Employee’s execution and delivery of this Agreement to the Company. If Employee revokes this Agreement, it shall not be effective or enforceable, Employee shall not be entitled to the payments and benefits set forth in Section 4 of this Agreement, and the Separation Date shall be unaltered.
| Agreed to and accepted on this ____ day of ________, 20__. | |||
| EMPLOYEE: | |||
| Name: | |||
| Agreed to and accepted on this ____ day of ________, 20__. | |||
| POWERFLEET, INC. | |||
| Name: | |||
| Title: | |||
Exhibit 10.3
POWERFLEET, INC.
Confidentiality, Assignment of Contributions and
Inventions, Non-Competition, and Non-Solicitation Agreement
Background. I am a paid employee of Powerfleet, Inc., a Delaware corporation (the “Company”). I am executing this Agreement in consideration of my offer of employment with the Company and the severance agreement effective as of August 11, 2026.
1. Confidentiality. While working for the Company, I may in the future develop or acquire, knowledge in my work or from my colleagues or otherwise of Confidential Information relating to the Company, its business, potential business or that of its customers or its or their respective affiliates. “Confidential Information” includes information concerning the identity of customers or their requirements or key contacts within the customer’s organization, suppliers, distributors, software programs, demonstration programs, routines, algorithms, computer systems, plans, strategies, research, formulations, processes, production methods and sources, products and specifications, equipment manufacturing and other techniques, designs, know-how, show how, trade secrets, inventions, improvements, discoveries, concepts, methodology, formulas, drawings, maps, manuals, models, specifications, records, files, memoranda, notes, reports, files, correspondence, financial and sales data, pricing lists or terms, trading terms, training materials and methods, marketing, distribution, and merchandising techniques and strategies, evaluations, opinions and interpretations, together with all other writings or materials of any type embodying any of the foregoing and any and all other technical, operating, financial, and business information or materials relating to the Company, its customers or its or their respective affiliates, whether or not reduced to writing or other medium and whether or not marked or labeled confidential, proprietary, or the like, regardless of whether created by me, others or both. Notwithstanding the foregoing, Confidential Information does not include (i) information that is or becomes public domain without fault on my part, (ii) information independently developed by me without use of or reference to the Company’s Confidential Information, or (iii) general skills, knowledge and experience I gained during employment. I will have the burden of proof with respect to the exclusion of any information from the definition of “Confidential Information.”
With respect to Confidential Information of the Company, its customers and its or their respective affiliates, I agree that:
(a) The Confidential Information is and will continue to be the sole and exclusive property of the Company;
(b) Except as required under applicable law or pursuant to any judicial process or administrative proceeding with subpoena powers, I will use the Confidential Information only in the performance of my duties for the Company. I will not use the Confidential Information at any time (during or after my employment with the Company or any of its affiliates) for my personal benefit, for the benefit of any other Person or in any manner adverse to the interests of the Company, its customers or its or their respective affiliates;
(c) Except as required under applicable law or pursuant to any judicial process or administrative proceeding with subpoena powers, I will not disclose the Confidential Information at any time (during or after my employment with the Company or any of its affiliates) except to authorized Company personnel, unless the Company consents in advance in writing or unless the Confidential Information becomes of public knowledge or enters the public domain (without fault on my part);
(d) I will safeguard the Confidential Information by all reasonable steps and abide by all policies and procedures of the Company and its customers in effect from time to time regarding storage, copying, destroying, publication or posting, or handling of such Confidential Information, in whatever medium or format that Confidential Information takes;
(e) Except as required under applicable law or pursuant to any judicial process or administrative proceeding with subpoena powers, I will execute and abide by all confidentiality agreements that the Company reasonably requests me to sign or abide by, whether those agreements are for the benefit of the Company, an affiliate or an actual or a potential customer or supplier thereof;
(f) I will return all materials containing or relating to Confidential Information, together with all other Company or customer property, to the Company when my employment with the Company or any of its affiliates terminates (either voluntary or involuntary) or upon the Company’s earlier request. I shall not retain any copies or reproductions of correspondence, memoranda, reports, notebooks, drawings, photographs, or other documents relating in any way to the business or affairs of the Company, its customers or its or their respective affiliates; and
(g) Upon any termination of my employment with the Company, I will acknowledge to the Company, in writing and under oath, in the form attached hereto as Exhibit A that I have complied with this Agreement.
As used herein, the term “Person” means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization or a governmental entity or department, agency or subdivision of the government entity.
For purposes of clauses (b), (c) and (e), in the event of any required disclosure, I will promptly notify the Company and reasonably cooperate and assist the Company in resisting such disclosure in the event it chooses to do so; provided, however, that it is understood that I shall have no personal obligation to file any motion or take any similar action to resist the disclosure of information in a court of law or with respect to any similar legal authority.
2. Contributions and Inventions. While employed by the Company, I may make Contributions and Inventions deemed by the Company to have value to it. The terms “Contributions” and “Inventions” are understood to include all information, ideas, concepts, technology, improvements, discoveries, formulae, inventions, creations, discoveries, techniques, designs, methods, trade secrets, technical specifications and data, works, modifications, processes, know-how, show-how, concepts, expressions, improvements, works of authorship (including computer programs), ideas and other developments, whether or not they are patentable or copyrightable or subject to analogous protection and regardless of their form or state of development and whether or not I have made them alone or with others, together with any and all rights to U.S. or foreign applications for patents, inventor’s certifications or other industrial rights that may be filed thereon, including divisions, continuations-in-part, reissues and/or extensions thereof.
This Agreement covers Contributions and Inventions of any kind that are conceived or made by me, alone or with others, while I am employed by the Company, regardless of whether they are conceived or made during regular working hours or at my place of work (whether located at the Company, customer facilities, at home or elsewhere) and that (i) relate to the Company’s business or potential business or that of its affiliates, (ii) result from tasks assigned to me by the Company, or (iii) are conceived or made with the use of the Company’s time, facilities, resources, or materials. With respect to Contributions or Inventions covered by this Agreement, I agree that:
(a) I will disclose them promptly to the Company. I will not disclose them to anyone other than authorized Company personnel;
(b) They will belong solely to the Company from conception as “works made for hire” (as that term is used under U.S. copyright law) or otherwise. To the extent that title to any such Contributions and Inventions do not, by operation of law, vest in the Company, I hereby irrevocably assign to the Company all right, title and interest, including, without limitation, tangible and intangible rights such as patent rights, trademarks, and copyrights, that I may have or may acquire in and to all such Contributions and Inventions, benefits and/or rights resulting therefrom, and agree to promptly execute any further specific assignments related to such Contributions or Inventions, benefits and/or rights at the request of the Company. If the Company wants more specific or formal evidence of this, I will sign written documents of assignment at the Company’s request. I also hereby assign to the Company, or waive if not assignable, all “moral rights” in and to any Contributions and Inventions and agree promptly to execute any further specific assignments or waivers related to moral rights at the request of the Company; and
(c) I will, at any time, either during the time I am employed by the Company or thereafter, assist the Company in obtaining and maintaining patent, copyright, trademark, mask works and other protection for them, in all countries and territories, at the Company’s expense. In the event that the Company is unable to secure my signature after reasonable effort in connection with any patent, trademark, copyright, mask work or other similar protection relating to a Contribution or an Invention, I hereby irrevocably designate and appoint the Company and its duly authorized officers and agents as my agent and attorney-in-fact, to act for and on my behalf and stead to execute and file any such application and to do all other lawfully permitted acts to further the prosecution and issuance of patents, trademarks, copyrights, mask works or other similar protection thereon with the same legal force and effect as if executed by me.
(d) Any Contributions or Inventions relating to the business of the Company and disclosed to the Company within 6 months following the termination of my employment shall be deemed to fall within the provisions of this Section 2. The “business of the Company’ as used in this Section 2 includes the actual business conducted by the Company or any of its affiliates at any time during my employment with the Company, as well as any business in which the Company or any of its affiliates, at any time during my employment with the Company, proposes or proposes to engage.
3. Obligations to Prior Employers or Others. I do not have any non-disclosure, non-compete, non-solicitation or other obligations to any previous employer or other Person that would prohibit, limit, conflict or interfere with my obligations under this Agreement or the performance of my duties for the Company. I will not disclose to the Company or its customers or induce the Company or its customers to use any secret or confidential information or material belonging to others, including my former employers, if any.
4. Excluded Information. A complete list, by non-confidential descriptive title of all Contributions, Inventions, ideas, reports or other creative works, if any, made or conceived by me prior to my employment by the Company and intended to be excluded from this Agreement, is attached as Exhibit B. I shall not assert any rights under any Contributions, Inventions, ideas, reports or other creative works as having been made or acquired by me prior to my being employed by the Company, unless such Contributions, Inventions, ideas, reports or other creative works are identified on Exhibit B. If, after the date of this Agreement, I believe that any Contribution or Invention is excluded from this Agreement, I agree to obtain written authorization from the Company, prior to applying for any patent on the Contribution or Invention, and prior to taking any steps to commercially exploit the Contribution or Invention.
5. Covenant Against Competition and Solicitation.
(a) I acknowledge and understand that, in view of my position as an employee of the Company, I may have previously been afforded, or in the future may be afforded, access to the Company’s Confidential Information and that of its affiliates. I therefore agree that during the course of my employment with the Company and for a period of 12 months after termination of my employment with the Company and all of its affiliates (for any reason or no reason) (the “Restricted Period”), I will not, anywhere within the United States of America or any other country or territory in which the Company or its affiliates conducts business, either directly or indirectly, whether alone or as an employee, employer, consultant, independent contractor, agent, principal, partner, joint venturer, stockholder, member, officer, director or otherwise of any company or other business enterprise, or in any other individual or representative capacity, engage in, assist in, or participate in any Competitive Business. As used in this Agreement, “Competitive Business” shall mean any individual, entity, or business enterprise that is engaged in or is seeking to engage in: the development, design, manufacture, marketing, sale and/or distribution of any products that are directly competitive with products that (a) represent at least 10% of the Company’s consolidated product revenues, (b) were first sold or distributed by the Company or any of its affiliates during the then-immediately preceding 12-month period, or (c) are being developed, produced, marketed and/or distributed by the Company or any of its affiliates and are scheduled to be first sold or distributed by the Company within a 12-month period; provided, however, that for purposes of this definition, a business shall be a “Competitive Business,” as it applies during the 12 month period after termination of my employment only if the Company is engaged or is actively seeking to engage in that business on the date of my termination of employment with the Company or was engaged or actively seeking to engage in that business at any time during the preceding 12 months and if I was then-aware or reasonably should then-be aware that substantial and material steps or preparation have been taken with respect to such products or services. Nothing in this Section 5(a) shall be deemed to prohibit me from holding not more than 5% of the outstanding shares of any class of capital stock of any corporation which is publicly traded on a national securities exchange, so long as I have no active participation in the business of such corporation.
(b) During the Restricted Period, I will not, without the express prior written consent of the Company, directly or indirectly: (i) solicit, induce, or assist any third person in soliciting or inducing any Person that, to my knowledge, is (or was at any time within the 12 months prior to the solicitation or inducement) an employee, consultant, independent contractor or agent of the Company or any of its affiliates with whom I had material business contact to leave the employment of the Company or any of its affiliates or cease performing services as an independent contractor, consultant or agent of the Company or any of its affiliates; or (ii) solicit or transact any business with or assist any third party in soliciting or transacting any business with any Person that is or was (at any time within 12 months prior to the contact, communication, solicitation, or transaction) known to me to be a customer, distributor or supplier of the Company or its affiliates and with whom I had direct business contact or knowledge of Confidential Information (or Person who, at any time during the 12 months prior to the contact, communication, solicitation, or transaction, the Company or its affiliates contacted, communicated with or solicited for the purposes of becoming a customer, distributor, or supplier of the Company or its affiliates and I was in any way involved with such contact, communication, or solicitation) for the purposes of inducing such customer, distributor, or supplier or potential customer, distributor, or supplier to purchase goods or services from, or provide goods or services to, any Competitive Business, or to terminate its or their business relationship with the Company or its affiliates.
6. Defend Trade Secrets. Pursuant to the Defend Trade Secrets Act of 2016, I understand that:
An individual may not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: (a) is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (b) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding.
Further, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the employer’s trade secrets to the attorney and use the trade secret information in the court proceeding if the individual: (a) files any document containing the trade secret under seal; and (b) does not disclose the trade secret, except pursuant to court order.
7. Non-Disparagement. I will not at any time (during or after my employment with the Company) publicly disparage the reputation of the Company, its affiliates, or any of its or their respective officers and directors. The Company shall direct its officers and directors not to, disparage me during or after my employment with the Company. This obligation shall not in any way apply to internal discussions related to the Company or the Company’s employees, agents, officers, and directors which are conducted in a professional manner and not disclosed to the public or any third party. Notwithstanding the foregoing, nothing in this Agreement or in any other agreement between the parties shall limit or impair any right to: (i) voluntarily communicate with an attorney retained by me or disclose information about unlawful acts in the workplace (including, but not limited to, sexual harassment); (ii) make truthful statements in connection with exercising or enforcing any of my rights under this Agreement; (iii) voluntarily communicate with any law enforcement or government agency, including the Securities and Exchange Commission (“SEC”), the Equal Employment Opportunity Commission, or any other state or local commission on human rights or similar entity, in each case without advance notice to the Company; (iv) disclose or discuss the underlying facts or circumstances relating to any sexual assault or sexual harassment dispute or claims of discrimination, in violation of laws prohibiting discrimination, against the Company; (v) recover an SEC whistleblower award as provided under Section 21F of the Securities Exchange Act of 1934; or (vi)(A) respond to a lawful subpoena from or meet regulatory or reporting obligations to a government agency or entity or self-regulatory organization, (B) comply with any other legal obligation, or (C) report possible violations of federal or state law or regulation (including securities laws and regulations) to any governmental agency or entity or self-regulatory organization or cooperate with any governmental agency in connection with such possible violation.
8. Interpretation and Scope of this Agreement.
(a) In the event that any court of competent jurisdiction shall determine that any one or more of the provisions contained in this Agreement shall be unenforceable in any respect, then such provision shall be deemed limited and restricted to the extent that the court shall deem the provision to be enforceable. It is the intention of the parties to this Agreement that the covenants and restrictions in this Agreement be given the broadest interpretation permitted by law. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision hereof. The covenants and restrictions contained in this Agreement shall be deemed a series of separate covenants and restrictions. If, in any judicial proceeding, a court of competent jurisdiction should refuse to enforce all of the separate covenants and restrictions in this Agreement, then such unenforceable covenants and restrictions shall be deemed eliminated from the provisions of this Agreement for the purpose of such proceeding to the extent necessary to permit the remaining separate covenants and restrictions to be enforced in such proceeding.
(b) I acknowledge that the restrictions on the activities in which I may engage that are set forth in this Agreement and the location and period of time for which such restrictions apply are reasonable and necessary to protect the legitimate business interests of the Company and shall survive the termination of my employment. I understand that the Company’s business is global and, accordingly, the restrictions cannot be limited to any particular geographic area. I further acknowledge that the restrictions contained in this Agreement will not prevent me from earning a livelihood during the applicable period of restriction.
(c) I understand and agree that if I breach or threaten to breach any of the provisions of this Agreement, including, without limitation, the provisions of Sections 1, 2, 5 or 6 hereof, the Company would suffer irreparable harm and damages would be an inadequate remedy. Accordingly, I acknowledge that, in the event of any breach or threatened breach by me of any of the provisions of this Agreement, the Company shall be entitled to temporary, preliminary and permanent injunctive or other equitable relief in any court of competent jurisdiction (without being required to post a bond or other collateral) and to an equitable accounting of all earnings, profits and other benefits arising, directly or indirectly, from such violation, which rights shall be cumulative and in addition to (rather than instead of) any other rights or remedies to which the Company may be entitled at law or in equity. In addition (and not instead of those rights), I further covenant that I shall be responsible for payment of the reasonable fees and expenses of the Company’s attorneys and experts, as well as the Company’s court costs, pertaining to any suit, arbitration, mediation, action or other proceeding (including the costs of any investigation related thereto) in which the Company prevails, arising directly or indirectly out of my violation or threatened violation of any of the provisions of this Agreement. If the Company does not prevail in any suit, arbitration, mediation, action or other proceeding arising directly or indirectly out of my purported violation of any of the provisions of this Agreement, the Company shall be responsible for payment of the reasonable fees and expenses of attorneys and experts that I incur, as well as my court costs, pertaining to any such suit, arbitration, mediation, action or other proceeding (including the costs of any investigation related thereto).
(d) This Agreement shall be binding upon me, my heirs, assigns and personal representatives and shall inure to the benefit of the Company, its affiliates and their respective successors and assigns (including, without limitation, the purchaser of all or substantially all of its assets).
(e) This Agreement shall constitute the entire agreement between Company and myself with respect to the matters covered hereby and shall supersede all previous written, oral or implied understandings between us with respect to such matters.
(f) I acknowledge that my employment with the Company is “at-will.” I understand that nothing contained in this Agreement shall give me a right to continue in the employ of the Company, and the right to terminate my employment with the Company, at any time, with or without cause, is specifically reserved to the Company. I also understand that I may resign from employment with the Company at any time in my discretion.
(g) Any and all actions or controversies arising out of this Agreement, Employee’s employment by the Company or termination therefrom, including, without limitation, tort claims, shall be construed and enforced in accordance with the internal laws of the State of New Jersey, without regard to the choice of law principles thereof.
I represent and warrant that: (a) I have read this Agreement; (b) I understand all the terms and conditions hereof; (c) I have entered into this Agreement of my own free will and volition; (d) I have been advised by the Company to seek and have, to the extent I have deemed necessary, received the advice of counsel of any own selection; and (e) the terms of this Agreement are fair, reasonable and are being agreed to voluntarily in exchange for my continued employment with the Company and the severance agreement between the Company and me effective as of August 11, 2026.
| August 10, 2026 | /s/ Paul Lalljie | |||
| Date | Name: | Paul Lalljie | ||
| Accepted: | ||||
| POWERFLEET, INC. | ||||
| By: | /s/ Melissa Garza |
|||
| Name: | Melissa Garza |
|||
| Title: | CHRO |
|||
EXHIBIT A
The undersigned, being duly sworn, does hereby certify that he/she has complied with, and will continue to comply with, for the applicable period set forth therein, all of the terms of the Confidentiality, Assignment of Contributions and Inventions, Non-Competition and Non-Solicitation Agreement dated August 11, 2026 by the Undersigned in favor of Powerfleet, Inc. (the “Company”). I have returned all Company property and all materials relating to or containing Confidential Information to the Company and I have not retained any copies or reproductions of any correspondence, memoranda, reports, notebooks, drawings, photographs or other documents or materials relating to the affairs of the Company, its customers and its or their affiliates.
/s/ Paul Lalljie | ||
| Name: | Paul Lalljie | |
| Sworn to Subscribed to before me this 10th day of August, 2026 | |
EXHIBIT B
Excluded Information
(See Section 4. If None, type “NONE”)
NONE
Exhibit 10.4
August 10, 2026
David Wilson
***
***
This agreement (“Agreement”) is entered into between David Wilson (“Employee”) and Powerfleet, Inc. (the “Company”).
1. Termination of Employment Relationship. The employment relationship between Employee and the Company terminated on August 10, 2026 (the “Separation Date”). As of the Separation Date, Employee’s duties and responsibilities shall cease and Employee shall not hold himself out as an employee, officer, agent, or representative of the Company or any of its affiliates. All eligibility for Company benefits shall terminate on the Separation Date, except for medical benefits, which shall terminate on August 31, 2026. Employee acknowledges (a) receipt of all compensation and benefits due through the Separation Date as a result of services performed for the Company with the receipt of a final paycheck dated August 10, 2026; (b) Employee has reported to the Company any and all work-related injuries incurred during employment; (c) the Company properly provided any leave of absence because of Employee’s or a family member’s health condition or military service and Employee has not been subjected to any improper treatment, conduct or actions due to a request for or taking such leave; (d) Employee has had the opportunity to provide the Company with written notice of any and all concerns regarding suspected ethical and compliance issues or violations on the part of the Company or any other Released Parties; and (e) Employee does not have a pending claim against the Company or any other Released Party for unlawful discrimination, retaliation, harassment, sexual harassment, abuse, assault, alleged criminal conduct, or other alleged unlawful employment practices or conduct (except whistleblowing claims that do not have to be revealed) whether or not filed in a court or government agency proceeding, in an alternative dispute resolution forum, or through the Company’s internal complaint process.
2. Severance Benefits. In return for Employee’s release of claims and other promises in this Agreement, the Company will provide Employee the following:
| a. | the Severance Payment of $224,460 less applicable taxes and withholdings, equivalent to 26 weeks’ salary shall be made as a series of separate payments in accordance with the Company’s standard payroll practices, commencing with the first regular payroll date on or immediately following the termination date; |
| b. | a lump-sum payment of $121,731.65 less applicable taxes and withholdings, equivalent to Employee’s target bonus amount prorated based on the number of days employed in the bonus year, to be paid with the company’s first payroll of January 2027; |
| c. | if Employee timely elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), the Company will reimburse Employee in a monthly amount equal to the portion of the premium regularly paid by the Company prior to the Separation Date, through February 28, 2027. |
| d. | The amounts set forth in 2(a), and 2(b), including any COBRA reimbursement, reflect consideration the Company is paying for the Agreement and will be treated as taxable compensation but are not intended by either party to be treated, and will not be treated, as compensation for purposes of eligibility or benefits under any benefit plan of the Company. The Company will apply standard tax and other applicable withholdings to payments made to Employee. Except as otherwise provided for in this Agreement, Employee agrees that the consideration the Company will provide includes amounts in addition to anything of value to which Employee already is entitled. The Company also will pay Employee accrued but unused vacation, if applicable under state law and Company policy, regardless of whether Employee signs this Agreement. |
3. Consideration Period; Revocation. Employee shall have up to twenty-one (21) days from the date of his receipt of this Agreement to consider the terms and conditions of this Agreement. Employee may accept this Agreement at any time within the twenty-one (21) day period by executing it and returning it to Melissa Garza by email .pdf (***) no later than 5:00 p.m. on the twenty-first (21st) day after Employee’s receipt of this Agreement. Thereafter, Employee will have seven (7) days to revoke this Agreement by stating his desire to do so in writing to Ms. Garza no later than 5:00 p.m. Eastern Time on the seventh (7th) day following the date he signs this Agreement. The effective date of this Agreement shall be the eighth (8th) day following his signing of this Agreement (the “Release Effective Date”), provided Employee does not revoke the Agreement during the revocation period. In the event Employee does not accept this Agreement as set forth above, or in the event he revokes this Agreement during the revocation period, this Agreement, including but not limited to the obligation of the Company to provide the payments referred to in Section 2 above, shall automatically be deemed null and void.
4. Releases of Claims. In consideration of this Agreement, the Company and the Employee mutually agree to release any claims each has against the other party, subject to the limitations below.
| a. | Employee agrees that, personally and on behalf of Employee’s representatives, heirs, executors, administrators, successors and assigns, fully, finally and forever releases and discharges the Company and its affiliates, as well as their respective successors, assigns, officers, owners, directors, agents, representatives, attorneys, insurers, and employees (“Released Parties”), of and from all claims, demands, actions, causes of action, suits, damages, losses, and expenses, of any and every nature whatsoever, individually or as part of a group action, known or unknown, as a result of actions or omissions occurring through the date Employee signs this Agreement. Specifically included in this waiver and release are, among other things, claims of unlawful discrimination, harassment, retaliation, or failure to accommodate; related to terms and conditions of employment; for denial of substantive rights, for compensation or benefits; and/or for wrongful termination of employment, under Title VII of the Civil Rights Act of 1964, the Pregnant Worker Fairness Act, the Americans with Disabilities Act, the Civil Rights Act of 1866, the Employee Retirement Income Security Act (ERISA), the Age Discrimination in Employment Act (ADEA), the Family and Medical Leave Act (FMLA), the National Labor Relations Act (NLRA), the Uniformed Services Employment and Reemployment Rights Act, the Worker Adjustment and Retraining Notification Act, the New York City and New York State Human Rights Laws, any amendments to the foregoing, or any other federal, state or local statute, rule, ordinance, or regulation, as well as claims in equity or under the common law for tort, breach of contract (including under the Employee Covenants Agreement), wrongful discharge, defamation, emotional distress, and negligence or other unlawful behavior. |
| b. | The Company hereby releases Employee, his heirs, executors, administrators, representatives, attorneys and assigns, from any and all claims, demands, debts, losses, obligations, liabilities, costs, expenses, rights of action, and causes of action, of any kind or character whatsoever, whether known or unknown, suspected or unsuspected, that arose on or prior to the date of this Agreement, except (1) any claims related to the Company’s Confidential Information or Trade Secrets (as defined in the covenants agreement between Employee and the Company dated November 11, 2022, the “Employee Covenants Agreement”) or (2) any claims for gross negligence or willful misconduct. The Company represents that it is not currently aware of any such violation. |
| c. | Nothing in this Agreement is intended to waive claims (a) for unemployment or workers’ compensation benefits, (b) for vested rights under employee compensation and benefit plans as applicable on the date Employee signs this Agreement, (c) that may arise after Employee signs this Agreement, (d) for reimbursement of expenses under the Company’s expense reimbursement policies, or (e) which cannot be released by private agreement. |
| 5. | Proprietary Information. Employee acknowledges that all post-employment terms and obligations of the Employee Covenants Agreement remain in full force and effect on their terms. |
| 6. | Cooperation. Employee agrees, to the extent reasonably requested by the Company, Employee shall cooperate with the Company in connection with matters arising out of Employee’s service to the Company, including but not limited to providing reasonable assistance in investigations, litigation, or other legal proceedings about which Employee has knowledge; provided that the Company shall make reasonable efforts to minimize disruption of Employee’s other activities. |
| 7. | Non-Admission. This Agreement shall not be construed as an admission by any Released Party of any liability or acts of wrongdoing or unlawful discrimination, nor shall it be evidence of such liability, wrongdoing, or unlawful discrimination. |
| 8. | Non-Disparagement. Employee agrees not to make, directly or indirectly, to any person or entity, including but not limited to the Company’s present, future, and/or former employees and/or clients, and/or the press, any negative, derogatory or disparaging oral, written and/or electronic statements about the Company, their products and services, or Employee’s employment with and/or separation from employment with the Company, or do anything which damages the Company or any of its and/or their products and services, reputation, good will, financial status, or business or client relationships. Employee further agrees not to post any such statements on the internet or any blog or social networking site, including but not limited to Facebook, Glassdoor, LinkedIn, or any other Internet site or platform. |
| 9. | Return of Company Property. Employee hereby agrees that on or before the Separation Date he shall promptly return all originals and copies (whether in paper, electronic, magnetic or computer form) of all contracts, memoranda, notes, plans, records, client contact information, reports and other documents, as well as all identification badges, keys, credit cards, entry cards, technology (including, without limitation, computers, smartphones and other similar items), usernames, passwords and access credentials for Company documents and devices, and all other items that are the property of the Company and/or that contain or embody any trade secret, proprietary or confidential information of the Company. The timely return of such property and provision of all passwords is a condition precedent to Employee’s right to receive the benefits provided hereunder. |
| 10. | Advice of Counsel, Consideration and Revocation Periods, Other Information. The Company advises Employee to consult with an attorney prior to signing this Agreement. Employee acknowledges that: (a) he has carefully read this Agreement in its entirety; (b) he has been given at least twenty-one (21) days to consider fully its terms, which he acknowledges is sufficient time to consider its terms; (c) he has been advised by the Company in writing to consult with an attorney of his choosing in connection with this Agreement; (d) he fully understands the significance of all of the terms and conditions of this Agreement and has discussed it with his independent legal counsel, or has had a reasonable opportunity to do so; (e) he has had answered to his satisfaction any questions he has asked with regard to the meaning and significance of any of the provisions of this Agreement; and (f) he is signing this Agreement voluntarily and of his own free will and assents to all the terms and conditions contained herein. |
| 11. | Applicable Law and General Provisions. This Agreement shall be interpreted under the law of New York, without reference to conflicts of laws principles. This Agreement constitutes the complete understanding between the Parties with respect to the separation of Employee’s employment with the Company and supersedes any and all agreements, understandings, and discussions, whether written or oral, between the Parties related to the terms thereof, except that the post-employment covenants of the Employee Covenants Agreement, including those specifically referenced in Section 8 above shall remain in full force and effect in accordance with their terms. No amendment of any provision of this Agreement shall be valid unless the same shall be in writing and signed by each of the Parties hereto. The provisions of this Agreement are severable, and if any part of this Agreement except the release of claims is found by a court of law to be unenforceable, the remainder of this Agreement will continue to be valid and effective, and a court or arbitrator shall have the power to interpret and reform the unenforceable provision so as to comply with legal requirements and the intent of the parties. The headings in this Agreement are for reference only and shall not affect the substance of this Agreement. |
| 12. | Protected Rights. Regardless of whether or not Employee signs this Agreement, nothing in any Company agreement, policy, or practice, including this Agreement (a) limits or affects Employee’s right to disclose or discuss sexual misconduct, hostile work environment, sexual harassment or sexual assault disputes, or any other unlawful or unsafe Company conduct or practices; (b) prevents Employee from communicating with, filing a charge or complaint with, providing documents or information voluntarily or in response to a subpoena or other information request to, or from participating in an investigation or proceeding conducted by the Equal Employment Opportunity Commission, National Labor Relations Board, the Securities and Exchange Commission, law enforcement, or any other any federal, state or local agency or entity charged with the enforcement of any laws; or from testifying, providing evidence, or responding to a subpoena or discovery request in court litigation or arbitration; or (c) requires Employee to disclose to the Company any such filing, communication or participation. By signing this Agreement, Employee is waiving rights to individual relief (including backpay, front pay, reinstatement or other legal or equitable relief) in any charge, complaint, lawsuit, or other proceeding brought by Employee or on Employee’s behalf by any third party. However, this waiver does not prevent Employee from receiving a payment or award from a government agency (and not the Company) for information provided to the government agency or as otherwise directed by a government agency. |
Regardless of whether or not Employee signs this Agreement, nothing in any Company agreement, policy, or practice, including this Agreement shall have the purpose or effect of requiring Employee to conceal the details relating to any claim of discrimination, harassment, or retaliation, provided that Employee does not reveal proprietary information consisting of non-public trade secrets, business plans, and customer information.
In exchange for severance and other promises contained in this Agreement, Employee is entering into this Agreement voluntarily, deliberately, and with all information needed to make an informed decision to enter this Agreement. The Company has provided Employee with the opportunity to ask any questions regarding this Agreement and provided notice of and an opportunity to retain an attorney, or Employee already is represented by an attorney.
| Date: | David Wilson | /s/ David Wilson | ||
|
August 10, 2026 Not valid if signed before Separation Date |
Name Printed |
Signature |
In exchange for Employee’s release of claims and other promises contained in this Agreement, the Company agrees to provide the benefits set forth in this Agreement.
| Date: August 6, 2026 | Melissa Garza | /s/ Melissa Garza | ||
|
|
Address: 123 Tice Boulevard, Suite 101, Woodcliff Lake, NJ 07677
Email: *** |
Signature |
Exhibit 10.5
Consultancy Services Agreement
This Consultancy Services Agreement (“Agreement”) between Powerfleet, Inc. (“Company”) and David Wilson (“Consultant”) (collectively the “Parties”) is effective August 11, 2026 (“Effective Date”). The Parties agree as follows:
| 1. | Scope of Work. Consultant will provide the following services (“Services”): |
| 1.1. | Advice. Consultant agrees to advise Company leadership on financial, operational, and organizational matters requested by the Company’s CEO or designee. |
| 1.2. | Professionalism. Consultant shall complete Services in a professional manner consistent with industry standards and agrees to timely update the Company on progress as requested. During the term of this Agreement, Consultant shall devote such time and effort as is reasonably necessary to the Service. Consultant may engage in other business activities (including board service, investments and other Consultancy engagements) that do not materially conflict with Consultant’s obligations hereunder. |
| 1.3. | No Authority To Bind Company. Consultant shall provide advice but has no authority to make decisions on behalf of Company. Consultant shall not have authority to, and shall not represent he has authority to, legally bind the Company, make personnel decisions, or issue official communications from the Company. To the extent Consultant receives inquiries regarding such matters, or other matters outside of Consultant’s Services, Consultant shall refer such matters to the CEO or designee. |
| 2. | Compensation. Company shall pay Consultant as follows. |
| 2.1. | Fees. Company shall pay Consultant fees (“Fees”) in the amount of $37,410 U.S. dollars per month during this engagement. Any partial months shall be prorated. |
| 2.2. | Timing. Fees for the prior month shall be paid no later than the fifth day of the next month. In the event of a good faith dispute regarding Fees, Company may withhold the disputed portion. |
| 2.3. | Expense Reimbursement. Company shall reimburse Consultant for reasonable business expenses arising out of the Services. To receive reimbursement for expenses over $1,000, Consultant must obtain advance written approval and timely submit proper supporting documentation (including full receipts, names of attendees, business purpose, and other pertinent information) within thirty (30) days of incurring the expense. |
| 3. | Term and Termination. The term of this Agreement shall be 90 days, to commence on the Effective Date, and shall thereafter automatically renew for one-month periods until terminated by either Party under this Agreement. Either Party may terminate this Agreement by providing the other Party 14 calendar days’ written notice for any reason or no reason. In the event of termination by either Party, Consultant shall continue to provide Services, except that Company may elect to pay out any part of the notice period in lieu of continuing Services. |
| 4. | Independent Contractor Status. Consultant is an independent contractor and not a Company employee. In its capacity as an independent contractor, Consultant agrees and represents: |
| 4.1. | Consultant possesses the skills, knowledge, and experience to complete the Services without the need for training from Company; |
| 4.2. | Consultant will comply with all applicable laws, rules, and regulations in performing Services. Consultant agrees to promptly report to Company in writing any violations of applicable law arising out of or related to Consultant’s Services, including without limitation any discrimination, harassment, bribes, kickbacks, or conflicts of interest. |
| 4.3. | Consultant represents and warrants that the Services provided under this Agreement do not infringe on any rights of a third party, in contract or otherwise. |
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| 4.4. | Under this Agreement, Consultant is not eligible for, nor shall participate in, any Company benefits, pension, retirement, equity, health or disability, insurance, or fringe benefit plans; not entitled to workers’ compensation benefits or unemployment compensation coverage from Company; not entitled to other employee rights; and solely responsible for its own tax withholding, payment, and reporting related to any compensation under this Agreement. |
| 5. | Protecting Company’s Legitimate Business Interests. |
| 5.1. | Confidential Information. As a material term of this Agreement, Consultant must sign the Non-Disclosure/Confidentiality Agreement attached as Exhibit A and incorporated herein by reference. Without limiting Exhibit A, for information security purposes and in light in of the sensitive financial information to which Consultant will have access, Consultant shall only perform Services through Company laptops, devices, systems, and accounts, and shall not use personal laptops, devices, systems, and accounts to perform Services or store, use, or transmit confidential information. |
| 5.2. | Injunctive Relief. Consultant agrees that, because of the unique nature of the covenants made by Consultant in this Agreement, any breach or threatened breach of Section 5.1 will cause irreparable injury to the Company and the exact damages would be difficult to assess. Accordingly, Consultant agrees that in the event of any breach or threatened breach of any said restrictive covenants, the Company shall be entitled, without waiving or in any way affecting any of its other rights and remedies it may have, and without the necessity to post bond or other security, to such injunctive or equitable relief as may be deemed proper by a court of competent jurisdiction. Such relief shall be cumulative and in addition to any other remedies at law or in equity (including monetary damages) which may be available to the Company. Consultant and the Company further agree that in any action brought to enforce or seek damages under this Agreement, the prevailing party shall be entitled to their reasonable attorney’s fees and costs. |
| 5.3. | Duties Extended By Breach. Section 5.1. and 5.4 shall survive the termination, non-extension, or expiration of this Agreement. |
| 5.4. | Intellectual Property Ownership. To the extent Consultant creates any inventions, designs, improvements, work, deliverables, processes, systems, and other legally protectable intellectual property arising out of or related to the Services (a) that relates to the Company’s business, or its actual or demonstrably anticipated research and/or development activities, (b) that results from work performed for the Company, or (c) that involves the use of equipment, supplies, facilities, confidential information, trade secrets or other resources of the Company (collectively “Work Product”), Consultant hereby irrevocably and exclusively grants Company all right, title and interest in and to the Work Product, including without limitation all copyrights, patent, trade secret, trademark (including the good will associated therewith) or other intellectual property rights therein including any extensions and renewals thereof, throughout the world in perpetuity in any and all media, now known or hereafter devised; provided, however, that Work Product shall exclude (x) Consultant’s pre-existing methodologies, frameworks, templates, tools, and know-how (“Consultant Background IP”) and (y) Consultant’s general skills, experience, and residual knowledge retained in unaided memory). Accordingly, Company is the sole and exclusive owner and copyright proprietor of all right, title and interest in the Work Product in whatever stage of completion. Work Product shall be deemed “works made for hire” to the extent applicable. Consultant shall promptly execute and deliver to Company documents reasonably requested for Company to secure copyright protection, or other intellectual property protection, in Work Product. Upon request of Company, Consultant will deliver to Company all files and materials related to the Work Product at no cost to Company. Consultant grants Company the right to use, change, add to, take from, translate, reformat, modify, edit, or repurpose the Work Product in any manner Company may in its sole discretion determine. Consultant waives all so-called “moral rights” or “droit moral” rights and any similar or analogous rights under the applicable laws of any country of the world. Company has no obligation to provide “credit” or “attribution” to Consultant for the Work Product delivered or services rendered hereunder. To the extent the grant of right, title, and interest herein is not effective, Consultant grants Company an irrevocable, perpetual license to all Work Product. Consultant retains all right, title, and interest in Consultant Background IP, and hereby grants Company a non-exclusive, royalty-free, perpetual license to use (with commercial and non-commercial rights), alter, improve, change, add to, take from, translate, reformat, modify, edit, or repurpose Consultant Background IP provided by Consultant to Company during the Services. Without limiting the foregoing, the rights under this Agreement allow Company to continue to use the advice, recommendations, changes, ideas, and processes provided by Consultant to Company during the course of the Services. |
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| 6. | Miscellaneous. |
| 6.1. | No Assignment. Company may assign its rights under this Agreement to its affiliates. Aside from this right, neither party may assign this Agreement, in whole or in part, without the prior written consent of the other party. |
| 6.2. | Governing Law; Venue. This Agreement shall be governed by the laws of the State of New York, without regard to its conflict of laws rules. Each of the parties irrevocably submits to the exclusive jurisdiction of the state and federal courts in the State of New York with respect to any matter arising under this Agreement. |
| 6.3. | Severability/Survival. In the event that any term of this Agreement is invalid or void by any court of competent jurisdiction, such term shall be severed, and all the remaining terms shall remain in full force and effect. |
| 6.4. | Non-Waiver. The failure of either party to insist upon strict performance of any terms and conditions of this Agreement shall not be construed as a waiver of any other terms. |
| 6.5. | Entirety of Agreement/Amendment. This Agreement, including any documents incorporated by reference, sets forth the entire agreement and understanding of the Parties relating to the Services and supersedes all prior agreements related to the Services, and neither party shall be bound by any representation or term related to the Services other than as expressly stated in this Agreement or by a written amendment to this Agreement signed by authorized representatives of both Parties; provided that nothing herein supersedes any covenants contained in the covenants agreement between Consultant and Company dated November 11, 2022 (the “Covenants Agreement”) and such Covenants Agreement remains in effect on its terms . |
| 6.6. | Signature. This Agreement may be signed in counterparts and by electronic signature. |
| COMPANY | CONSULTANT | |||
| Powerfleet Inc. | David Wilson | |||
| /s/ Melissa Garza | /s/ David Wilson | August 10, 2026 | ||
| Signature | Date | Signature | Date |
| 3 |
Exhibit A
Non-Disclosure/Confidentiality Agreement
This Agreement is made, entered into and effective this August 11, 2026, by and between Powerfleet, Inc. and its subsidiaries and affiliates (collectively “Company”), a Delaware corporation having a place of business at 123 Tice Boulevard, Suite 101, Woodcliff Lake, NJ 07677 and David Wilson, Consultant (the “Consultant”) (each a “Party” and collectively the “Parties”), and is made with reference to the following facts and objectives:
WHEREAS, Company has engaged the Consultant to provide services as a Consultant to Company’s Chief Executive Officer (the “Services”) in connection with that certain Consultancy Services Agreement between the Parties, to which this Agreement is attached as an Exhibit A and incorporated and made part thereof; and
WHEREAS, in connection with the Services, each Party may disclose to the other Party certain confidential and/or nonpublic information about itself, its business, and/or its customers; and
WHEREAS, each Party acknowledges the need to protect the confidentiality of such information.
NOW THEREFORE, in consideration of the Recitals stated above and the promises and covenants contained herein, the parties hereto hereby agree as follows:
1. Confidentiality. This Agreement shall operate mutually. For all purposes hereunder, each Party shall be a “Disclosing Party” with respect to Confidential Information it discloses to the other Party, and a “Receiving Party” with respect to Confidential Information disclosed to it by the other Party. In connection with this Agreement and the Services, a Receiving Party and its representatives may develop or acquire knowledge of Confidential Information relating to Disclosing Party, its business, potential business, or that of its customers (hereafter “Confidential Information”). “Confidential Information” includes all trade secrets, technical, operating, financial, and other non-public proprietary business information, whether or not reduced to writing or other medium and whether or not marked or labeled confidential, proprietary or the like, specifically including, but not limited to, information regarding actual or prospective client and investor lists, costs, marketing plans, business plans, and other non-public plans, materials, enhancements, research, specifications, works of authorship, techniques, documentation, models and systems, sales and pricing techniques, designs, inventions, discoveries, products, improvements, modifications, methodology, processes, concepts, records, files, memoranda, reports, proposals, price lists, customer, client, and supplier lists and information, product development and project procedures. Confidential Information does not include (a) general skills, experience, or information that is generally available to the public, other than information that has become generally available as a result of Receiving Party’s direct or indirect act or omission, (a-1) information that was known to the Receiving Party prior to disclosure without an obligation of confidentiality, (a-2) information independently developed by the Receiving Party without reference to the Disclosing Party’s Confidential Information, (a-3) information rightfully received by the Receiving Party from a third party without confidentiality restriction, or (b) information that is required to be disclosed pursuant to any applicable law, regulation, judicial or administrative order or decree, or request by any other regulatory organization having authority pursuant to law; provided, however, that Receiving Party shall have first given prompt written notice to Disclosing Party to afford it a reasonable opportunity to obtain a protective order requiring that the Confidential Information not be disclosed and, in the event such protective order is not obtained, Receiving Party shall disclose only that portion of the Confidential Information that Receiving Party is legally obligated to disclose. The Receiving Party’s obligations with respect to any item of Confidential Information (other than trade secrets, which shall be protected for so long as they remain trade secrets) shall expire five (5) years after the date of disclosure. With respect to Confidential Information:
(a) Receiving Party will use Confidential Information only in the performance of the Services for Disclosing Party. Receiving Party will not use Confidential Information at any time for its own personal benefit, for the benefit of any other individual or entity, or in any manner adverse to the interests of Disclosing Party or its customers;
(b) Receiving Party will not disclose Confidential Information at any time (during or after Receiving Party’s engagement by Disclosing Party) except to authorized Disclosing Party personnel, unless Disclosing Party consents in advance in writing or unless the Confidential Information indisputably becomes of public knowledge or enters the public domain (other than through Receiving Party’s direct or indirect act or omission);
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(c) Receiving Party will safeguard the Confidential Information by all reasonable steps and abide by all policies and procedures of Disclosing Party in effect from time to time regarding storage, copying, destruction, and handling of documents;
(d) Receiving Party acknowledges that Disclosing Party may be required to sign non-disclosure or confidentiality agreements with customers, prospective customers, and other third parties in which the Disclosing Party agrees that its employees and agents will not disclose Confidential Information of such customers, prospective customers, or other third parties. By executing this Agreement, Receiving Party acknowledges and agrees that Disclosing Party may rely, and will rely, on this Agreement for purposes of entering into such other agreements. Further, Receiving Party will execute and abide by all confidentiality agreements reasonably requested by Disclosing Party’s customers, prospective customers, and other third parties; and
(e) Receiving Party will return all materials containing and/or relating to Confidential Information, together with all other property of Disclosing Party and its customers to Disclosing Party when the parties’ business relationship terminates or otherwise on demand and, at that time Receiving Party will certify Disclosing Party, in writing, that Receiving Party has complied with this Agreement. Receiving Party will not retain any copies or reproductions of correspondence, memoranda, reports, notebooks, drawings, photographs, databases, diskettes, or other documents or electronically stored information of any kind relating in any way to the business, potential business, or affairs of Disclosing Party without Disclosing Party’s consent.
2. Disclaimer; No License. THE Disclosing Party CONFIDENTIAL INFORMATION IS PROVIDED “AS IS” AND Disclosing Party MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE Disclosing Party CONFIDENTIAL INFORMATION AND SHALL HAVE NO LIABILITY TO COMPANY OR ANY OTHER PERSON OR ENTITY FOR ANY RELIANCE UPON THE Disclosing Party CONFIDENTIAL INFORMATION BY COMPANY OR SUCH OTHER PERSON OR ENTITY. Receiving Party shall not, by the terms of this Agreement, receive any license or right to use the Disclosing Party Confidential Information. Receiving Party shall not (i) alter, maintain, enhance, or otherwise modify any software included within the Disclosing Party Confidential Information; (ii) disassemble, decompile, or reverse-engineer any such software; or (iii) otherwise take action to discover the equivalent of any such software.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective authorized representatives as of the day and year first above written.
| Powerfleet, Inc. | David Wilson | |||
| By: | /s/ Melissa Garza | By: | /s/ David Wilson | |
| Name: | Melissa Garza | Name: | David Wilson | |
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