8-K
AeroVironment Inc (AVAV)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) ofthe Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 7, 2026
AEROVIRONMENT,
INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-33261 | 95-2705790 |
|---|---|---|
| (State<br> or other jurisdiction of | (Commission<br> File Number) | (I.R.S.<br> Employer Identification No.) |
| incorporation<br> or organization) | ||
| 241 18th Street South**, Suite 650** | ||
| --- | --- | |
| Arlington**, Virginia** | 22202 | |
| (Address<br> of Principal Executive Offices) | (Zip<br> Code) |
Registrant’s telephone number, including area code:
(703
) 418-2828
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading<br> Symbol(s) | Name<br> of each exchange on which registered |
|---|---|---|
| Common<br> Stock, $0.0001 par value | AVAV | The<br> NASDAQ Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 5.02. Departureof Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Chief Operating Officer Appointment
On April 9, 2026, AeroVironment Inc. (the “Company”) announced the appointment of Robert Smith as the Company’s Executive Vice President and Chief Operating Officer, effective April 13, 2026. Dr. Smith succeeds Brad Truesdell, who previously announced his intent to retire from employment with the Company upon the appointment of his successor. Mr. Truesdell will continue employment with the Company in an advisory role through April 30, 2026, before transitioning to a consulting role starting May 1, 2026, to assist Dr. Smith and the Company in a smooth and orderly transition.
Dr. Smith, age 53, served as the Vice President, Radio Frequency Solutions of Raytheon Company, an RTX Corp. company, from February 2024 to March 2026. He also served as Vice President, Mission Suites of Raytheon from September 2023 to February 2024. He served as Senior Vice President and General Manager, Integrated Defense Solutions of Cobham Advanced Electronic Solutions from March 2022 to September 2023 and as President, Government Operations of BWX Technologies, Inc. from January 2021 to January 2022. Prior to joining BWX Technologies, Dr. Smith had multiple executive roles at Lockheed Martin Corp., including Vice President and General Manager of Radar and Sensor Systems, Vice President of C4ISR, and Vice President of Space and Cyber, among other positions. Dr. Smith holds a bachelor’s degree in chemical engineering from the University of Maryland Baltimore County, a Ph.D. in chemical engineering from Auburn University and a master’s degree in business administration from Johns Hopkins University.
Offer Letter with Dr. Smith
The Company entered into a written offer letter with Dr. Smith outlining the terms of his employment. Pursuant to the terms of the offer letter, Dr. Smith will receive an annual base salary of $550,000. He will also participate in the Company’s fiscal year 2027 bonus plan with a bonus target of $440,000. Dr. Smith will also receive a sign-on bonus of $350,000, subject to all applicable taxes, which sign-on bonus must be repaid if he voluntarily resigns or is terminated for cause within twelve months following the commencement of his employment with the Company. Additionally, Dr. Smith will be granted $350,000 of restricted stock pursuant to the terms of the Company’s 2021 Equity Incentive Plan. Subject to Dr. Smith’s continued service to the Company, the restricted stock will vest in equal installments over a three-year period with the first vesting occurring approximately one year from the grant date. Dr. Smith will also be granted equity awards pursuant to the Company’s fiscal year 2027 long term incentive program, consisting of $715,000 of performance restricted stock units which will vest based on the Company’s achievement of specified financial metrics over the cumulative three-fiscal year 2027-2029 performance period and $385,000 of restricted stock awards, which will vest over time in equal amounts over a three-year period beginning approximately one year after the date of grant. It is expected that Dr. Smith’s equity awards under the fiscal year 2027 long term incentive program will be issued at the time awards under the program are made to the Company’s other executive officers. Dr. Smith will be eligible to participate in the Company's equity incentive plan, employee stock purchase program and deferred compensation plan and other benefits generally available to the Company’s executive officers. The foregoing summary of the offer letter is not complete and is qualified in its entirety by reference to the full text thereof, which is attached as Exhibit 10.1 hereto and incorporated herein by reference.
There are no arrangements or understandings between Dr. Smith and any other persons pursuant to which he was selected to be an officer of the Company. There are also no family relationships between Dr. Smith and any director or executive officer of the Company and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
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Consulting Agreement with Mr. Truesdell
On April 7, 2026, the Company entered into a consulting agreement, with an effective date of May 1, 2026 (the “Effective Date”), pursuant to which Mr. Truesdell will provide consulting services to the Company through his limited liability company, Truesdell Capital LLC, for up to approximately 26 months after the end of his employment with the Company at a rate of $200.00 per hour. Mr. Truesdell’s outstanding restricted stock awards will continue to vest pursuant to their terms over the term of the consulting agreement. All performance restricted stock units held by Mr. Truesdell, other than performance restricted stock units for the fiscal year 2024-fiscal year 2026 performance period, will be forfeited on the Effective Date. On April 8, 2026, Mr. Truesdell and the Company entered into Amendment No. 1 to the consulting agreement, effective as of the Effective Date, to clarify that Mr. Truesdell will be entitled to receive his bonus for the Company’s fiscal year 2026 under the Company’s FY2026 Section 16 Short Term Incentive Plan (“STIP”), which will be paid when, and if, the Company pays bonuses to the other participants in the STIP based on the Company’s achievement of the metrics associated with the STIP.
The foregoing description of the consulting agreement is not complete and is qualified in its entirety by reference to the full text thereof, which is attached as Exhibit 10.2 hereto and incorporated herein by reference.
Item 7.01. Regulation FD Disclosure.
On April 9, 2026, the Company issued a press release announcing Dr. Smith’s appointment as the Company’s Executive Vice President and Chief Operating Officer. A copy of the Company’s press release is furnished with this Form 8-K and attached hereto as Exhibit 99.1.
The information in this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of such section. Such information shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements andExhibits
(d) Exhibits.
| Exhibit Number | Description |
|---|---|
| 10.1 | Offer Letter dated March 18, 2026 with Robert Smith. |
| 10.2 | Consulting Agreement and Amendment No. 1 to Consulting Agreement by and between AeroVironment, Inc. and Truesdell Capital LLC effective May 1, 2026. |
| 99.1 | Press release issued by AeroVironment, Inc., dated April 9, 2026. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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.
| AEROVIRONMENT, INC. | ||
|---|---|---|
| Date: April 9, 2026 | By: | /s/ Melissa Brown |
| Melissa Brown | ||
| Executive Vice President, Chief Legal Officer & Corporate<br>Secretary |
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Exhibit 10.1
March 16, 2026
Robert F. Smith
[***]
Dear Rob,
Congratulations! We are pleased to extend you our offer of employment within AeroVironment, Inc. (“AV”) This letter outlines the basic components of your offer:
| · | Job Title: Executive Vice President, Chief Operating Officer |
|---|---|
| · | Start Date: April 13th, 2026 |
| --- | --- |
| · | Supervisor: Wahid Nawabi, Chairman, CEO and President |
| --- | --- |
| · | Base Salary: $550,000 per year |
| --- | --- |
| · | Bonus: STIP Annual Bonus Plan - Executive Corporate |
| --- | --- |
| · | Location: Remote – Florida |
| --- | --- |
| · | Employment Type: Exempt-Salaried, Full time Employee |
| --- | --- |
Benefits:
From the start of your employment, you will be eligible to receive company benefits including medical, dental, vision, life insurance, 401k, and 10 paid sick days in accordance with the terms and conditions of these programs. For more details on our benefit offerings please visit: www.myAVbenefits.com.
Vacation:
As a full-time regular exempt employee, you are eligible for Discretionary Time-Off (DTO) from the start of your employment. Under the DTO policy there is no accrual of time, employees are accountable for their work and take paid time off as needed with management approval. For details on the DTO policy please visit the AV Benefits website.
Bonus:
You will be eligible to participate in our Fiscal Year 2027 (FY27) - STIP Annual Bonus Plan – Executive Corporate. FY27 is May 1, 2026, and will end on April 30, 2027. Your bonus target will be 80% of your base salary, which will be prorated for FY27, if you start later than May 1, 2026. Additional details of the bonus plan will be provided separately after you start employment. All bonus compensation and participation is at the discretion of the company and your actual bonus payout will vary based upon company and individual performance.
Sign-On Bonus:
In addition to your annual salary, you will receive a one-time sign-on bonus of $350,000.00, which is subject to all applicable taxes. You will receive payment of this sign-on bonus within approximately two payroll cycles via electronic direct deposit or live paycheck. If you voluntarily resign your position with AV during the twelve (12) months following commencement of your employment, or if you are terminated for cause, you agree to reimburse AeroVironment the entire amount of the sign-on bonus.
Long-Term EquityAward Program
The Compensation Committee of AV’s Board of Directors has approved your participation in the FY2027 Long-Term Equity Award Program as detailed below. Equity awards under such program will be made pursuant to the AeroVironment, Inc. Amended and Restated 2021 Equity Incentive Plan (the “Plan”). The Compensation Committee has approved your target under the FY2027 Long-Term Equity Award Program at $1,100,000.00. Participant in future years of the program would be subject to periodic review by the Compensation Committee. Any future awards, if applicable, would be determined based on financial objectives and company performance, as approved by the Board of Directors.
The FY2027 Long-Term Equity Award Program is expected to be structured as follows:
| · | Performance Restricted StockUnits (PRSUs): Up to $715,000.00 (approximately 65% of the target value), will be in PRSUs which would vest based on AV’s achievement<br>of pre-established financial metrics measured over a cumulative three-year performance period; and |
|---|---|
| · | Restricted Stock Awards (RSAs): Up to $385,000.00<br>(approximately 35% of the target value), will be in time-based RSAs, which would vest in three equal annual installments over a three-year<br>period, with the first vesting occurring approximately one year following the grant date. |
| --- | --- |
The number of shares subject to any approved award will be determined based on AV’s share price on the applicable grant date, rounded down to the nearest whole share. It is expected that equity awards granted for the FY2027 Long-Term Equity Award Program will be made at the same time awards are granted to other participants in such program, which is estimated to be shortly after the release of AV’s earnings for its fiscal year 2026 currently scheduled for June 2026.
Restricted StockAward
The Compensation Committee has approved the grant of an award of Restricted Stock Awards (RSAs) to you with a target value of up to $350,000, which will be granted after the state date of your employment.
Such award would be granted pursuant to the terms of the Plan and award agreement and will vest in equal annual installments over a three-year period, with initial vesting occurring approximately one year following the grant date. The timing, amount, terms, and conditions of any award are subject to change and final approval by the Compensation Committee, and no entitlement to any award is created by this provision. The number of shares subject to this RSA award will be determined based on AV’s share price on the applicable grant date, rounded down to the nearest whole share..
ITAR Notification:
AV is a government contractor which requires us to meet International Traffic in Arms Regulations (ITAR). These regulations prohibit foreign nationals from working on certain and possibly all of the Company’s products. You are required to provide documentation validating your U.S. person status no later than your start date as defined in the ITAR and Export Administration Regulations (EAR). In order to be a U.S. person for ITAR and EAR purposes, you must: (i) be a citizen or national of the United States; or (ii) be a lawful permanent resident (i.e. “green card holder”) of the United States; or (iii) have been admitted to the United States as a refugee, or have been granted asylum, provided that you have applied for naturalization within six months of the date you first became eligible, and if not yet accepted, you are actively pursuing naturalization after two years from the date of your application. Consequently, if you are unable to meet these ITAR requirements, your employment relationship with the Company will be affected to include separation from employment.
Conditions of Employment:
This offer and your employment at AV are contingent upon the following:
Your providing satisfactory documentation to AV concerning your employment eligibility as required by Congress under the Immigration Reform and Control Act of 1986. You must complete and return the I-9 Employment Eligibility form with its supporting documentation to AV on your first day of employment.
| · | AV must verify that all new US employees are eligible to work in the US using<br>the E-Verify System. The E-Verify process must be done in a non-discriminatory manner and, in the case of new employees, only after the<br>individual has accepted an offer of employment and completed the Form I-9. |
|---|---|
| · | Your completing all required employment documents that AV presents to you.<br>This includes the Patent and Confidentiality Agreement which must be signed by your first day of employment. |
| --- | --- |
| · | AV's completion of a satisfactory investigation<br>of your background. You agree to release AV, its employees and agents, and any individuals who may provide AV with information regarding<br>your background from any liability in connection with this background check. |
| --- | --- |
| · | Satisfactory completion of the drug screening.<br>Failure to pass or take the drug test will result in a withdrawal of our offer of employment. |
| --- | --- |
This offer packet constitutes the entire offer between you and AV. It supersedes all previous communications, representations and understandings, either oral or written.
By signing below you acknowledge your understanding that your employment with AV is at-will. As such the terms of this offer letter are not intended and shall not be deemed a contract of employment. Continued employment is based on performance and the needs of the business.
To accept this offer, please sign this letter below and return it to the department of People and Culture. This offer will remain valid until 3/20/2026 and assumes that you will begin employment on 4/13/2026.
Sincerely,
Archana Nirwan,
Chief People Officer
I accept the offer and conditions described in this letter. My signature below acknowledges that I have given my permission to begin the pre-employment background check including References, Criminal History, Education, DMV, Drug Screening and credit check as it applies to my position.
| /s/ Robert F. Smith |
|---|
| Robert F. Smith Crews |
3/18/2026
Date
Exhibit 10.2
AEROVIRONMENT PROPRIETARY INFORMATION
CONSULTING AGREEMENT
THIS AGREEMENT, executed as of the last date indicated on the Signature Page hereof, is made effective as of May 1, 2026 (“Effective Date”) between AeroVironment, Inc., a Delaware corporation, and its subsidiaries, with offices at 900 Innovators Way, Simi Valley, CA 93065 (hereinafter referred to as “AV” or “Party”) and Truesdell Capital LLC**,** a Florida limited liability company (hereinafter referred to as “Consultant” or “Party”). AV and the Consultant are be collectively referred to as “the Parties.”
WHEREAS, Consultant is engaged in providing consulting services and investigating and solving, to the best of Consultant’s ability, specific problems presented;
WHEREAS, AV desires to have the services of Consultant (“Services”) made available to it on the terms and conditions hereinafter set forth;
NOW THEREFORE, in consideration of the mutual promises and other good and valuable consideration, receipt of which is hereby acknowledged by each Party, the Parties hereto agree as follows:
| 1. | Consulting Services.<br>During the period of this Agreement, Consultant agrees to perform Services in a consulting capacity on a general basis and on the particular<br>individual projects assigned and accepted in accordance with the provisions hereof. Consultant agrees to provide such Services for the<br>compensation provided in Section 4 for each task, which are based on the hours worked on the task unless provided otherwise in<br>the Task Order (as defined in Section 3). |
|---|---|
| 2. | Term. Services will<br>be performed between the Effective Date and July 15, 2028 (“Expiration Date”). This Agreement may be extended for additional<br>increments of time by mutual written agreement between the Parties prior to the Expiration Date of the initial Term or any extension<br>thereof. If the Parties do not execute such a written agreement, this Agreement will expire and automatically terminate as of the Expiration<br>Date. The Parties acknowledge and agree that the Consultant is a single member limited liability company through which Brad Truesdell,<br>a former employee of AV whose employment with AV is expected to end on April 30, 2026, will provide Services starting on the Effective<br>Date under this Agreement and any Task Order issued hereunder. It is intended and understood by the Parties that this Agreement is being<br>executed in part to continue to allow for the continued vesting of Mr. Truesdell’s equity awards issued during Mr. Truesdell’s<br>employment under AV’s Amended and Restated 2021 Equity Incentive Plan (the “2021 Plan”) during the term of this Agreement.<br>It is intended that the termination of Mr. Truesdell’s employment and the commencement of the consulting arrangement under this<br>Agreement will occur contemporaneously at midnight on April 30, 2026/12:01 a.m. May 1, 2026 to enable the continuity of service contemplated<br>by the 2021 Plan, so that a “Termination of Service” does not occur under the 2021 Plan. |
| --- | --- |
| 3. | Task Orders. AV shall submit any task, or of any task, upon which it desires the Services of Consultant<br>in the form of a written task order (“Task Order”) in sufficient detail which shall include: the Task Order number, the Project<br>Number and/or Charge Number for inclusion on all invoices submitted, the nature and scope of the work to be performed, the time period<br>for performance, the identity and name of the AV Task Manager, the rate paid for each hour of labor, and the not to exceed dollar value<br>of the estimated labor, and allowable expenses for any material or travel expenditures anticipated by Consultant. If the compensation<br>to be provided to Consultant is on a basis other than based on labor hours worked (e.g., monthly retainer), the basis of that compensation<br>must be detailed in the Task Order. Attachment A shall be the form of the Task Order. |
| --- | --- |
| 4. | Specified Cost/Consideration. Subject to the terms and conditions of this Agreement, AV shall pay<br>Consultant an hourly rate of $200.00 per hour for Services performed by Consultant pursuant to Task Orders issued under this Agreement.<br>AV shall have the right to specify in a Task Order that the cost to AV of a requested task not exceed the stated amount. When so specified<br>in the Task Order, Consultant shall not perform Services exceeding the amount specified for the task that may sometimes be referred<br>to as “Effort”. If it becomes apparent during the performance of a task that the cost for completion of the task will exceed<br>the amount limited in the Task Order, Consultant shall advise AV as far in advance as reasonably possible so that consideration may be<br>given to an increase in the amount specified for said task. AV may then, in its sole discretion, do any of the following: |
| --- | --- |
| i. | Authorize an increase in the amount of the Task Order to allow completion of the task, subject to Consultant’s<br>right to decline; |
| --- | --- |
| ii. | Request continuation of the task up to the original dollar amount specified, at which time Consultant<br>shall submit to AV any work or materials resulting from the unfinished task; and |
| --- | --- |
| iii. | Request immediate termination of the task, and cause Consultant to submit to AV any work or materials<br>resulting from the unfinished task. |
| --- | --- |
AEROVIRONMENT PROPRIETARY INFORMATION
CONSULTING AGREEMENT
For so long as Consultant remains engaged as a consultant with AV, Consultant shall be entitled to continued vesting of the restricted stock awards (“RSAs”) outstanding for Mr. Truesdell immediately prior to the termination of Mr. Truesdell’s employment (such awards, the “Outstanding RSAs”) with AV and upon a Termination of Service (as defined in applicable award agreements and 2021 Plan), the Outstanding RSAs will cease vesting and terminate upon the terms of the 2021 Plan and applicable award agreements for the Outstanding RSAs. Upon a Termination of Service, the vesting of the Outstanding RSAs will cease and any unvested Outstanding RSAs (i.e., Unreleased Shares) will terminate and be forfeited. Consultant’s/Mr. Truesdell’s Termination of Service will occur upon the earlier to occur of the following: (i) the expiration of this Consulting Agreement on April 30, 2028 (unless extended by the Parties), (ii) Mr. Truesdell’s earlier death or Disability or (iii) the termination of this Agreement as indicated herein. The rights and obligations associated with the Outstanding RSAs are governed by the terms and conditions of the 2021 Plan and the grant documents for such awards. Consultant and AV acknowledge and agree that Consultant’s/Mr. Truesdell’s performance restricted stock units (“PRSUs”) for the fiscal year 2024 to fiscal year 2026 performance period (such PRSUs, the “FY2024-2026 PRSUs”), shall remain outstanding and vest according to the terms of the award agreement for such FY2024-2026 PRSUs. Consultant/Mr. Truesdell agrees to forfeit and cancel as of the Effective Date, and waive any rights to the continued vesting of, all of Mr. Truesdell’s other outstanding PRSUs (other than the FY2024-2026 PRSUs) that remain unvested as of the Effective Date, regardless of the fact that no Termination of Service shall have occurred as of the effective time of this Agreement. In the event of any inconsistency between this Agreement, the 2021 Plan and any award agreement for equity awards, the terms contained in the 2021 Plan and the applicable grant documents shall govern.
| 5. | Right to Decline. Consultant shall have the right to decline the acceptance of any task requested<br>by AV in the event that such task conflicts with other activity of Consultant or for any other good and sufficient reason. In such events,<br>Consultant shall give AV notice in writing that it declines to accept such task within five (5) working days of receipt of such request. |
|---|---|
| 6. | Progress Reports. Consultant is required by any Task Order to submit progress reports to AV, at<br>reasonable intervals, but not more frequently than monthly unless otherwise specified in the Task Order, and in such a manner as is more<br>specifically provided for and defined in each Task Order. |
| --- | --- |
| 7. | Invoices and Payment. Consultant shall submit separate invoices<br> monthly for each Task Order and such invoices shall include a breakdown of all charges and expenses,<br> if any, incurred during the month together with the Project Number and/or Charge Number shown on the<br> Task Order as well as the name of the AV Task Manager identified on the Task Order. Invoices shall be<br> due and payable within thirty (30) days after receipt by AV’s Accounts Payable Group. Invoices<br> shall be sent to the attention of the Accounts Payable Group; AeroVironment, Inc., via e-mail to ACPinvoices@avinc.com,<br> and also reference the Task Order Number as well as your organization’s name in the subject line<br> or by mail to P.O. Box 5130, Simi Valley, CA 93065. Unless otherwise agreed at the time individual<br> Task Orders are accepted, all payments shall be made in US dollars. |
| --- | --- |
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AEROVIRONMENT PROPRIETARY INFORMATION
CONSULTING AGREEMENT
| 8. | Confidential Information. It is recognized that in performing services covered by this Agreement<br>the Consultant, including Consultant’s authorized subcontractors, may acquire from AV or AV’s representatives confidential<br>information regarding the products, processes, operations, and present and contemplated activities of AV and/or its clients or customers.<br>Such confidential information includes, but it not limited to, the existence of and terms of this Agreement, AV technical information<br>included in or on tracings, drawings, field notes, calculations, specifications, legal, economic, business and engineering data and the<br>like, and all information, documents and materials created by Consultant during the performance of the Services that reflect, include<br>or incorporate in any way the confidential information disclosed by AV to the Consultant. Similarly, in connection with the Services performed<br>by Consultant, Consultant may disclose information which it considers to be confidential to AV. Confidential information disclosed in<br>writing by a Party to the other should be marked “confidential” or bear a similar marking. Confidential information disclosed<br>orally by a Party to the other should be confirmed in writing within ten days of the oral disclosure. Consultant and AV each agree to<br>hold in confidence, for a period of five (5) calendar years from the date of disclosure, all confidential information disclosed to a Party<br>by the other Party, except for the following categories of Information: |
|---|---|
| i. | Information, which at the time of disclosure is in the public domain; |
| --- | --- |
| ii. | Information which, after its disclosure becomes part of the public domain by publication or otherwise<br>through no fault of a Party, but in such case only after it is published or otherwise becomes part of the public domain; |
| --- | --- |
| iii. | Information which a Party can show was in that Party’s possession at the time of its receipt from<br>the other Party and which was not acquired, directly or indirectly, from the other Party; and |
| --- | --- |
| iv. | Information which was received by a Party before or after the time of disclosure from a third party who<br>did not require such Party to hold such information in confidence and who, to the best of that Party’s knowledge and belief, did<br>not acquire it directly or indirectly from the other Party (including its clients) under an obligation of confidence. |
| --- | --- |
Consultant agrees that, with the exception of providing the Services contemplated by this Agreement, Consultant will not utilize AV confidential information covered by this Section for any purpose, including the development or expansion of Consultant’s technology or the technology of any third person or entity, but Consultant shall be and remain free to exploit its own independent developments free of any obligation whatsoever to AV or its clients except as specifically set forth herein.
Each Party acknowledges that it is aware, and agrees to advise its employees and other representatives who may receive confidential information under this Agreement that the United States securities laws prohibit a Party, its representatives or any person or entity who has received material, non-public information concerning the other Party, from purchasing or selling securities of the other Party or from communicating such information to any other person or entity under circumstances in which it is reasonably foreseeable that such person or entity is likely to purchase or sell securities of a Party.
Consultant acknowledges and agreements that nothing in this Agreement modifies or supersedes any obligations of Consultant under his Employee Confidentiality and Invention Assignment Agreement he executed as an employee of AV and that all obligations of Consultant under such agreement remain in full force and effect.
| 9. | AV’s Acceptable Use Policy and Telework Arrangements. If during the course of performing<br>services covered by this Agreement the Consultant, including Consultant’s authorized subcontractors, stores or processes AV Confidential<br>Information electronically or utilizes AV Computing Resources (as defined in AV’s Acceptable Use Policy (“AU Policy”),<br>Consultant hereby agrees for itself and any authorized subcontractor to abide by the AU Policy and all telework policies and agreements<br>related to utilizing AV Computing Resources. |
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AEROVIRONMENT PROPRIETARY INFORMATION
CONSULTING AGREEMENT
| 10. | Proprietary Rights. All materials prepared or developed by Consultant in the performance and completion<br>of Task Orders hereunder, including documents, calculations, maps, sketches, notes, reports, data, models and samples, photographs including<br>but not limited to digital photography, digital and film recordings in any media (including but not limited to digital and/or physical<br>videotape and audiotape), and any and all inventions and copyrightable material contained therein, shall be and become the sole and exclusive<br>property of AV without limitation, when first made or prepared, whether or not delivered to AV or whether such are subject to Consultant’s<br>need to use in order to perform the tasks under this Agreement. Such materials, together with any materials furnished by AV to Consultant<br>hereunder, shall be promptly delivered to AV upon request, and in any event upon completion or cancellation of this Agreement. Consultant<br>agrees to execute all documents and to take all steps requested by AV, at AV’s expense, which AV deems necessary or desirable to<br>complete and perfect AV’s ownership and property rights in said inventions and copyrightable material. The Parties hereby agree<br>that materials that are considered copyrights of the creator under this Agreement shall each and collectively be considered by the Parties<br>a Work for Hire under the meaning of the U.S. Copyright Act of 1976, and the copyrights thereto shall be the sole property of AV. Consultant<br>hereby agrees, that upon request of AV, it will execute an assignment of such copyright or other intellectual property rights to further<br>clarify the transfer of the copyright or other intellectual property rights to AV. |
|---|
Consultant shall contribute the use of the intellectual property identified in Attachment B of this Agreement to the project for the term of this Agreement unless a longer period of time is expressly agreed to in writing by the Parties. Except as may otherwise be provided for in the Agreement, and in order to carry out the obligations under this Agreement, no right title or interest in the material described in Attachment B shall pass to AV or any other party by this contribution of use.
| 11. | Termination. Either Party may terminate this Agreement at any time by providing ten (10) calendar<br>days’ prior written notice to the other Party. AV may terminate this Agreement immediately for Cause, as determined by AV in its<br>sole discretion. For purposes of this Agreement, “Cause” is defined as Consultant’s: |
|---|---|
| (a) | being convicted for committing an act of fraud, embezzlement, theft, or other act constituting a felony<br>(other than traffic-related offenses or as a result of vicarious liability); |
| --- | --- |
| (b) | willfully engaging in illegal conduct or gross misconduct that would (i) adversely affect the business<br>or the reputation of AV or any of its affiliates with their respective current or prospective customers, suppliers, lenders, or other<br>third parties with whom such entity does or might do business, or (ii) expose AV or any of its affiliates to a risk of civil or criminal<br>legal damages, liabilities, or penalties; however, no act or failure to act on Consultant’s part will be considered “willful”<br>unless done or omitted to be done by Consultant other than in good faith and without reasonable belief that Consultant’s action<br>or omission was in the best interest of AV; or |
| --- | --- |
| (c) | failing to perform his duties in a reasonably satisfactory manner after the receipt of a notice from AV<br>detailing such failure if the failure is incapable of cure, and if the failure is capable of cure, upon the failure to cure such failure<br>within ten (10) calendar days of such notice or the recurrence of such failure. |
| --- | --- |
In the event of the termination of this Agreement, Consultant shall be entitled to payment, under the provisions of this Agreement, for all charges and expenses actually earned or incurred with respect to all Task Orders in effect up to the time of the termination. Termination for failure of the other Party to perform shall not prejudice said Party in any respect with regard to pursuing its rights and remedies, or otherwise. Any provision of this Agreement that imposes an obligation that should reasonably be expected to extend after termination or expiration of this Agreement shall survive the termination or expiration of this Agreement. Such provisions include but are not limited to Sections 8, 9, 10, 15, 16, 17, 26 and 29 herein.
| 12. | Assignment. Neither Party may assign this Agreement or any part thereof without the prior consent<br>in writing of the other Party, which consent shall not be unreasonably withheld. The assignor shall remain responsible for its liabilities<br>and obligations under this Agreement until an approved assignee has assumed such obligations. When duly assigned in accordance with the<br>foregoing, this Agreement shall be binding upon and shall inure to the benefit of the assignee. |
|---|
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| 13. | Subcontract. Consultant may not subcontract any portion of any Task Order hereunder without the<br>prior written consent of AV. |
|---|---|
| 14. | Warranty. Consultant warrants that it shall perform Task Orders accepted hereunder using commercially<br>best efforts and in conformance with recognized professional standards. |
| --- | --- |
| 15. | Indemnity. Each Party shall hold harmless and indemnify the other Party from and against all losses,<br>damages, demands, claims, suits, and liabilities, including reasonable attorney fees and other expenses of litigation, arising out of<br>or related to the performance or failure to perform their obligations under this Agreement; including agents, or employees, or permitted<br>subcontractors. |
| --- | --- |
| 16. | Arbitration. Any controversy or claim arising out of this Agreement, including any Task Order accepted<br>hereunder, or alleged breach thereof, shall be subject to binding arbitration in the City of Los Angeles, California, in accordance with<br>the rules of the American Arbitration Association, and a judgment upon the award rendered by the arbitrator or arbitrators may be entered<br>in any court having jurisdiction thereof. The prevailing party in the arbitration proceeding shall be entitled to recover from the non-prevailing<br>party reasonable expenses, including without limitation reasonable attorneys' fees. |
| --- | --- |
| 17. | Governing Law. |
| --- | --- |
| a) | In any arbitration pursuant to Section 16, the Parties agree that the law of the State of California shall<br>govern the interpretation, construction and enforcement of this Agreement. In the event that any matter pertaining to this Agreement must<br>be heard by a court and cannot be arbitrated in accordance with Section 16, each Party hereby irrevocably submits to the law of the State<br>of California, excluding its conflicts of law principles, and the jurisdiction of the U.S. District Court for the Central District of<br>California located in Los Angeles County, California, in any action or proceeding arising out of or relating to this Agreement, and each<br>Party irrevocably agrees that all claims with respect to such action or proceeding shall be heard and determined in such District Court. |
| --- | --- |
| b) | Each of the Parties hereto hereby waives any defense of lack of personal jurisdiction of said arbitration<br>or courts and agrees that service of process in such action may be made upon each of them by mailing certified or registered mail to the<br>other party at the address specified in Section 20. In the event that any matter pertaining to this Agreement must be heard by a court<br>and cannot be arbitrated in accordance with Section 16, both Parties hereby submit to the jurisdiction of the U.S. District Court for<br>the Central District of California, to the exclusion of any other courts which might have had jurisdiction apart from this Section 17,<br>and agree that the prevailing party shall be entitled to recover from the non-prevailing party reasonable expenses, including without<br>limitation reasonable attorneys' fees. |
| --- | --- |
| 18. | Independent Contractor. Nothing in this Agreement shall be deemed to constitute Consultant or any<br>of Consultant’s employees or agents to be the agent, representative or employee of AV. Consultant shall in all respects be an independent<br>contractor and shall have responsibility for and control over the details and means of performing the Consulting Services and shall be<br>subject to the directions of AV only with respect to the scope and general results required. Consultant shall, prior to the startof work under this Agreement, provide AV with a fully executed W9 Form and other applicable tax forms including correct corporate<br>name, EIN, and current address for use in meeting legal requirements for reporting all consulting agreements to the state of California<br>and the Internal Revenue Service. |
| --- | --- |
| 19. | No Employee Benefits. Consultant understands and agrees that AV will not classify Consultant as<br>an AV employee. Accordingly, Consultant shall not be entitled to any of the benefits provided to AV employees including, but not limited<br>to new stock options, health or retirement benefits, vacations, and paid holidays. AV has not offered Consultant any such benefits or<br>rights as an employee, and Consultant hereby waives any claim Consultant might otherwise have to them, even in the event that Consultant<br>is reclassified as an AV employee. |
| --- | --- |
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AEROVIRONMENT PROPRIETARY INFORMATION
CONSULTING AGREEMENT
| 20. | Notice. Any notice between the parties hereto required or permitted to be given under this Agreement<br>shall be sufficient if in writing and sent by registered or certified mail, postage prepaid, or other delivery method, to the respective<br>addresses set forth below or at such other address as either of the parties may from time to time designate in accordance with the provisions<br>of this Section 20. |
|---|---|
| AeroVironment, Inc.: | Lawrence Yang |
| --- | --- |
| Senior Counsel | |
| 900 Innovators Way | |
| Simi Valley, CA 93065 | |
| Telephone: [__________] | |
| E-Mail: legalcounsel@avinc.com | |
| Consultant: | Brad Truesdell |
| [__________] | |
| Telephone: [__________] | |
| E-Mail: [__________] | |
| 21. | Subject Headings. The subject headings in this Agreement have been used for the convenience of<br>the parties and shall not be considered in any question of interpretation or construction of this Agreement. |
| --- | --- |
| 22. | Integration. This Agreement contains the entire understanding between the Parties, and there are<br>no understandings or representations not set forth or incorporated by reference herein. No subsequent modifications of this Agreement<br>shall be of any force or effect unless in writing and signed by both Parties hereto. |
| --- | --- |
| 23. | Facsimile/Email. Each Party shall be authorized to rely upon the signatures of the other Party(ies)<br>to this Agreement that are delivered by facsimile or email as constituting a duly authorized, irrevocable, actual delivery of this Agreement. |
| --- | --- |
| 24. | Counterparts. This Agreement may be executed in multiple counterparts, each of which will be deemed<br>an original and all of which together will constitute a single Agreement. |
| --- | --- |
| 25. | Preparation of This Agreement. The terms and provisions of this Agreement were arrived at after<br>arm’s length negotiations, and therefore, for the purposes of interpreting this Agreement, each Party shall be deemed to have participated<br>and cooperated equally in the drafting and preparation of this Agreement. This Agreement shall not be interpreted against any Party in<br>favor of any other Party due to its drafting. |
| --- | --- |
| 26. | Compliance with Laws. |
| --- | --- |
| a) | Consultant will comply with all applicable laws, including applicable anti-bribery laws, and AV’s<br>Amended and Restated Code of Business Conduct and Ethics (available on the investor relations section of AV’s website, www.avinc.com).<br>In addition, whether or not applicable to Consultant, it will comply with the U.S. Foreign Corrupt Practices Act of 1977 (the “FCPA”),<br>which prohibits corrupt offers of anything of value, either directly or indirectly, to a government official to obtain or keep business<br>or to secure any other improper commercial advantage. |
| --- | --- |
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AEROVIRONMENT PROPRIETARY INFORMATION
CONSULTING AGREEMENT
| b) | Consultant warrants and represents that it will not, directly or indirectly, offer, pay, give promise,<br>or authorize the payment of any money, gift or anything of value to: (i) any Government Official (defined as any officer, employee or<br>person acting in an official capacity for any government department, agency or instrumentality, including state-owned or -controlled companies,<br>and public international organizations, as well as a political party or official thereof or candidate for political office), or (ii) any<br>person while knowing or having reason to know that all or a portion of such money, gift or thing of value will be offered, paid or given,<br>directly or indirectly, to any Government Official, for the purpose of (i) influencing an act or decision of the Government Official in<br>his or her official capacity, (ii) inducing the Government Official to do or omit to do any act in violation of the lawful duty of such<br>official, (iii) securing an improper advantage, or (iv) inducing the Government Official to use his influence to affect or influence any<br>act or decision of a government or instrumentality, in order to assist AeroVironment or any of its affiliates in obtaining or retaining<br>business. Consultant represents and warrants that none of the Consultant’s officers, directors, or employees is currently an officer,<br>agent or employee of a government department, agency or instrumentality nor a director, officer, employee or agent of a wholly or partially<br>government-owned or controlled company or business. |
|---|---|
| c) | In connection with the performance of obligations under its agreement(s) with the AV, Consultant will<br>not provide any business courtesies that: (i) violate any laws or regulations; (ii) are lavish or extravagant; (iii) might reasonably<br>be perceived as an attempt to improperly influence official action to gain or keep business on behalf of AV, or to otherwise gain an unfair<br>business advantage for AV; (iv) are provided secretly to a Government Official; (v) are provided for the spouse, children, or any other<br>family member of any Government Official; (vi) might embarrass, or reflect negatively on, the reputation of AV; or (vii) is a gift of<br>cash or a cash equivalent (e.g., gift cards or gift certificates). |
| --- | --- |
| d) | In all actions undertaken on behalf of AV, Consultant will not, directly or indirectly, make any improper<br>payment to any commercial counterparty to obtain or retain business or to secure an improper advantage. In addition, no payment shall<br>be made to anyone for any reason on behalf of or for the benefit of AV that is not properly and accurately recorded in the Consultant’s<br>books and records, including amount, purpose and recipient, all of which shall be maintained with supporting documentation. |
| --- | --- |
| e) | Consultant will not engage or retain any contractor, subcontractor, consultant, agent, representative<br>or other third party (collectively, “Sub-Agents”) to work for, provide service or do anything in connection with the performance<br>of AV’s obligations under its agreement(s) with AV without the prior written approval of AV and without first conducting sufficient<br>due diligence to conclude with reasonable assurance that the Sub-Agent will conduct business ethically, in compliance with all applicable<br>laws, including anti-bribery laws, and in compliance with the FCPA, whether or not applicable to such Sub-Agent. |
| --- | --- |
| f) | The Consultant further agrees to participate and complete training sessions with respect to the requirements<br>of anti-corruption laws as requested by AV and shall promptly confirm compliance with the requirements of this Section 26 at the request<br>of AV. |
| --- | --- |
| g) | Consultants (or their personnel if Consultant is an entity) who will have access to information controlled<br>under Trade Control Laws (as defined in Section 29 below), shall be provided (and shall be required to complete) trade compliance awareness<br>training, other than consultants engaged to provide services on trade compliance matters. Consultants (or their personnel) will be given<br>two weeks to complete such required training. |
| --- | --- |
| h) | AV may unilaterally stop work under this Agreement and/or suspend all payments to the Consultant as the<br>result of any actual or apparent violation of the foregoing or for failure by the Consultant to promptly reaffirm, when requested, its<br>compliance herewith. Should AV determine that any amounts payable to or the means of payment to the Consultant may be prohibited under<br>applicable laws or under the provisions of a purchase order or contract awarded to AV, then and in such event, in addition to other available<br>legal remedies, AV may suspend further payments to the Consultant, and the Parties shall meet to determine whether such payments may validly<br>be paid. |
| --- | --- |
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AEROVIRONMENT PROPRIETARY INFORMATION
CONSULTING AGREEMENT
| 27. | Conflict of Interest. Consultant warrants this Agreement does not at time of execution, nor shall<br>it in the future, conflict with any other agreement existing with Consultant as a party nor any agreement anticipated to be entered into<br>in the future by Consultant. Consultant agrees that during the term of this Agreement, it will not provide services, whether as an employee<br>or consultant, to any competitor of AV without the prior written approval of the Chief Legal Officer of AV. Consultant agrees to hold<br>harmless AV in regard to any government or private party claim of such a conflict of interest. Consultant shall timely and in advance<br>of a conflict arising, make any disclosure necessary to AV to avoid the fact of or any impression that any such conflict exists or may<br>soon exist. |
|---|---|
| 28. | Evidence Of Citizenship Or Immigrant Status. AV is required to obtain information concerning citizenship<br>or immigrant status of Consultant personnel or Consultant’s subcontractor personnel entering the premises of AV when such entry<br>will require access to areas containing “technical data” or prior to disclosure of controlled data to Consultant. Consultant<br>agrees to furnish this information before entry to AV premises or prior to disclosure of AV controlled information and at any time thereafter<br>before substituting or adding new personnel to work on AV’s premises or prior to receipt of AV controlled information as noted above.<br>Information to be provided shall be in accordance with the requirements of Attachment C attached hereto. If Consultant has similar<br>restrictions on data, AV shall meet the same standard prior to any disclosures to AV personnel. The Consultant also shall execute the<br>Certificate of Compliance with US Trade Control Laws attached hereto as Attachment D. |
| --- | --- |
| 29. | Export Control. |
| --- | --- |
| a) | The Consultant shall comply with all applicable U.S. export control laws and regulations and economic<br>sanctions laws and regulations, specifically including but not limited to the International Traffic in Arms Regulations (“ITAR”),<br>22 C.F.R. 120 et seq.; the Export Administration Regulations, 15 C.F.R. 730-774; and the Foreign Assets Control Regulations, 31<br>C.F.R. 500-598 (collectively, "Trade Control Laws"). Without limiting the foregoing, the Consultant, in its work on behalf of<br>the AV, shall not transfer any export controlled item, technical data, technology, or service, including transfers to any non-US persons,<br>as that term is defined under the applicable Trade Control Laws, unless authorized in advance by an export license (such as Technical<br>Assistance Agreement (TAA) or Manufacturing License Agreement (MLA), license exception or license exemption, collectively, "Export<br>Authorization"), as required. |
| --- | --- |
| b) | The Consultant hereby represents that neither Consultant nor any parent, subsidiary or affiliate of the<br>Consultant is included on any of the restricted party lists maintained by the U.S. Government, including the Specially Designated Nationals<br>List administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”); Denied Parties<br>List, Unverified List or Entity List maintained by the U.S. Department of Commerce’s Bureau of Industry and Security (“BIS”);<br>the List of Statutorily Debarred Parties maintained by the U.S. Department of State’s Directorate of Defense Trade Controls; or<br>the consolidated list of asset freeze targets designated by the United Nations, European Union, and United Kingdom (collectively, “Restricted<br>Party Lists”). The Consultant shall immediately notify AV if the Consultant, or any parent, subsidiary or affiliate of the Consultant<br>becomes listed on any Restricted Party List or if Consultant's privileges are otherwise denied, suspended or revoked in whole or in part<br>by any U.S. or non-U.S. government entity or agency. |
| --- | --- |
| c) | If the Consultant is a US person (wherever located), a non-US person located in the United States, or<br>a non-US person located outside of the United States but that is owned or controlled by a US person, as those terms are defined under<br>~~t~~he applicable Trade Control Laws, and is engaged in the business of exporting, manufacturing (whether exporting or not)<br>or brokering defense articles or furnishing defense services in its work for AV, the Consultant represents that it is and will continue<br>to be registered with the US Department of State, Directorate of Defense Trade Controls, as required by the ITAR, and it maintains an<br>effective export/import compliance program in accordance with the ITAR. If applicable, the Consultant will provide a copy of its broker<br>registration certificate to AV upon execution of this Agreement. The Consultant will provide copies of the renewal of any such registration<br>to AV during the Term of this Agreement at any time a renewal is required and issued by the US Department of State, Directorate of Defense<br>Trade Controls. Failure to provide its broker registration certification or copies of the renewal of any such registration to AV during<br>the Term of this Agreement will result in automatic termination of this Agreement. |
| --- | --- |
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AEROVIRONMENT PROPRIETARY INFORMATION
CONSULTING AGREEMENT
| d) | Where the Consultant is a party to or signatory under an AV Export Authorization, the Consultant shall<br>provide prompt notification to AV in the event of: (1) changed circumstances including, but not limited to, ineligibility, a violation<br>or potential violation of the ITAR or other applicable governmental restrictions, and the initiation or existence of a U.S. Government<br>investigation, that could affect the Consultant's performance under this Agreement; or (2) any change by the Consultant that might require<br>AV to submit an amendment to an existing Export Authorization or request a new or replacement Export Authorization. The Consultant shall<br>provide to AV all information and documentation as may reasonably be required for AV to prepare and submit any required export license<br>applications. Delays on the Consultant’s part to submit the relevant information for export licenses shall not constitute an excusable<br>delay under this Agreement. |
|---|---|
| e) | Consultant and AV agree not to: (1) export “Technical Data“ or disclose to third parties;<br>or (2) export “Confidential Information” obtained from the other party, without the express written consent of the other Party<br>and without the required Export Authorization for any controlled item. Any information relating to AeroVironment air vehicle systems is<br>considered controlled data and Confidential Information. “Confidential Information” is defined in Section 8 of this Agreement.<br>**“**Technical Data” is defined in the export regulations as “Information…, which is required for the design,<br>development, production, manufacture, assembly, operation, repair, testing, maintenance or modification of defense articles.” |
| --- | --- |
| f) | Consultant and AV agree that the commitment not to export absent the required Export Authorization includes<br>any “deemed export” (disclosure to non-US Persons that occurs in the United States) and this includes any “non-US Persons”<br>that may be in the employ of, present in the facilities of or in contact with Consultant or AV outside their respective business facilities.<br>Any person who is not a citizen of the United States, a Lawful Permanent Resident, or a person who holds political asylum in the United<br>States is a non-US Person and cannot receive export controlled data absent the required Export Authorization. Any business entity that<br>is not incorporated or organized to do business in the United States is also a non-US Person. Execution of this Agreement is the certification<br>of the Parties that they will take all reasonable measures to protect the technical data and Confidential Information of the other Party<br>from disclosure to any non-US persons. |
| --- | --- |
| g) | Failure to obtain the necessary Export Authorization from the U.S. Government may result in criminal liability<br>under U.S. laws. Express written consent from the disclosing Party, although required under this Agreement, does not constitute a governmental<br>authorization, the required Export Authorization, nor an export license. |
| --- | --- |
| h) | The Consultant shall be responsible for all losses, costs, claims, causes of action, damages, liabilitiesand expense, including attorneys' fees, all expense of litigation and/or settlement, and court costs, arising from any act or omissionof the Consultant, its officers, employees, agents, suppliers, or subcontractors at any tier, in the performance of any of its obligationsunder this Section 29. The Consultant shall indemnify and hold harmless AV from and against all losses, costs, claims, causes of action,damages, liabilities, and expenses, including attorneys’ fees, all expenses of litigation and/or settlement, and court costs, arisingfrom any act or omission of Consultant, its officers, employees, agents, suppliers, or subcontractors at any tier, in the performanceof any of its obligations under this Section 29. |
|---|
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AEROVIRONMENT PROPRIETARY INFORMATION
CONSULTING AGREEMENT
| 30. | Waivers. The failure of either Party to enforce any provision of this Agreement at any time or<br>for any period shall not be construed as a waiver of such provision or of the right of such Party thereafter to enforce such provision. |
|---|---|
| 31. | Electronic Signature Validity. The Parties hereby agree that for their mutual convenience, and<br>due to the geographic distance between them, original signatures will not be required on the execution of this Agreement or on notices<br>or communications between the Parties under this Agreement. The electronic transmission of executed documents shall be considered by the<br>Parties as equal in status and validity to original documents as if the documents were signed in duplicate original by the Parties. |
| --- | --- |
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the last date indicated below to be effective as of the Effective Date.
| AeroVironment, Inc. | Consultant: |
|---|---|
| /s/ Archana Nirwan | /s/ Brad Truesdell |
| Signature | Signature |
| Archana Nirwan | Brad Truesdell |
| Name (Print) | Name (Print) |
| SVP and Chief People Officer | Consultant |
| Title | Title |
| 4/7/2026 | 4/7/2026 |
| Date | Date |
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AEROVIRONMENT PROPRIETARY INFORMATION
CONSULTING AGREEMENT
ATTACHMENT A - FORM OF TASK ORDER
(THIS IS AN EXAMPLE TEMPLATE ONLY)
STANDARD CONSULTING AGREEMENT
Consultant: (No name required – this is an example template)
| TASK | ORDER #_________ | Project No. and/or Charge No. __________ |
|---|---|---|
| A. | Effort and/or Services to be provided by Consultant: | |
| --- | --- | |
| B. | Until otherwise designated in writing by AV with notice to Consultant, the AV Task Manager is: __________________ | |
| --- | --- | |
| C. | Target Performance Period: ________ through _________ | |
| --- | --- | |
| D. | Rates: | |
| --- | --- |
Authorized Days: As required and authorized by AV Task Manager
Rate: $ per hour
Total Not To Exceed Cost: $ example only (including expenses)
| E. | Expenses: |
|---|
Maximum authorized expenses: $ example only
AV will reimburse Consultant for any AV related business travel expenses (transportation, lodging, meals, etc.) during “Target Performance Period” defined under Section C above, provided all travel expenses are pre-approved in writing by the AV Task Manager.
Travel and/or miscellaneous expenses shall be reimbursed in accordance with current AV standard travel procedures; receipts shall accompany invoices of $25 or more.
No labor or expense costs above those amounts shown here are to be incurred without the prior written approval of the AV Task Manager.
| F. | SUBMITTING INVOICES: This practice will support efficient<br> processing and payment. |
|---|---|
| 1. | INVOICES: Reference shall be made to the correct Task Order No. and Project No. and/or Charge No.<br> and the name of the AV Task Manager on all invoices. |
| --- | --- |
| 2. | PROGRESS STATEMENT: To stay in compliance with the Federal Acquisition Regulation (FAR), Part<br> 31, each invoice should also be accompanied by a progress statement. |
| --- | --- |
| 3. | Invoices shall be sent to**:** Accounts Payable Group, AeroVironment, Inc., via e-mail<br> to ACPinvoices@avinc.com, and also reference the correct Task Order Number and your<br> organization’s name in the subject line of the email, with courtesy copy to AV Task<br> Manager, or by mail to P.O. Box 5130, Simi Valley, CA 93065. |
| --- | --- |
| AeroVironment,<br> Inc. | Consultant |
| --- | --- |
| No<br> signature required – example only | No<br> signature required – example only |
| Signature | Signature |
| Name (Print) | Name (Print) |
11
AEROVIRONMENT PROPRIETARY INFORMATION
CONSULTING AGREEMENT
ATTACHMENT B
INTELLECTUAL PROPERTY
DECLARATION BY CONSULTANT
Consultant hereby contributes the intellectual property described below to the project that is the subject of this Agreement. Such contribution of use is limited to the restrictions of Section 10 of this Agreement.
No IP is included as part of this agreement – all work product generated in performance of this agreement shall be the property of AV.
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AEROVIRONMENT PROPRIETARY INFORMATION
CONSULTING AGREEMENT
Consulting Agreement
ATTACHMENT C
Consultant Security Review
Prior to entering any AV facility, any Consultantor Consultant’s subcontractor shall be required to provide the following:
U.S. Citizens
If you are a U.S. Citizen, you shall be required to provide AV’s Security Officer with your birth certificate with a raised seal [A photocopy will not be acceptable], or a government certified copy of your birth certificate, or your passport, and your driver’s license. You may call AV’s Security Officer to make arrangements to handle these documents prior to sending them if you are not local. If you are local you may call and arrange for an interview at which time you can provide the documents.
If you have held a Department of Defense security clearance, please provide your social security number to AV’s Security Officer to enable retrieval of your clearance. If you have provided this number on the W9 form with the Consulting Agreement you need not duplicate the effort.
Resident Aliens:
If you have been granted Resident Alien status, you will be required to produce this card before entering an AV facility.
This information is required due to government regulation(s). Failure to provide all information will delay or suspend processing. You must not begin work prior to compliance with the requests in this Attachment C.
If you are in the local area please call AV’s Security Officer and set up an interview time and bring all requested documentation. If that is not possible, please call for a phone interview at (805) 581-2198 Ext 1580.
| Send all Attachment C documentation to: | Director of Security |
|---|---|
| AeroVironment Inc. | |
| 900 Innovators Way | |
| Simi Valley, California 93065 |
For your protection, it is recommended that you overnight all information through a company that can track the package such as Fed-EX, DHL, or UPS. AV will return all documentation by the same method.
Thank you for assisting AV in our compliance with the government regulations.
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AEROVIRONMENT PROPRIETARY INFORMATION
CONSULTING AGREEMENT
Consulting Agreement
ATTACHMENT D
CERTIFICATION
OF
COMPLIANCE
WITH US TRADE CONTROL LAWS
Consultant:
This certification is executed by an authorized official of the business entity noted above or the consultant in his or her individual capacity where such consultant is not a legal entity. It is the certification that the entity shall comply with all applicable U.S. export control laws and economic sanctions laws and regulations, specifically including but not limited to the International Traffic in Arms Regulations (“ITAR”), 22 C.F.R. 120 et seq.; the Export Administration Regulations, 15 C.F.R. 730-774; and the Foreign Assets Control Regulations, 31 C.F.R. 500-598 (collectively, "Trade Control Laws"), by taking reasonable steps to ensure that it shall not transfer any export controlled item, technical data, technology, or service, including transfers to any non-US persons, as that term is defined under the applicable Trade Control Laws, unless authorized in advance by an export license (such as Technical Assistance Agreement (TAA) or Manufacturing License Agreement (MLA), license exception or license exemption, collectively, "Export Authorization"), as required. This commitment includes a “deemed export” to the employees, vendors, or third party contacts of the entity signing this certification.
“Technical Data” is defined as information that is required for the design, development, production, manufacture, assembly, operation, repair, testing, maintenance or modification of defense articles.
A “non-US Person” is any person who is not a citizen of the United States, a lawful Permanent Resident (e.g., “Green Card Holder”), or a protected individual as defined by 8 U.S.C. 1324b(a)(3). Any business entity that is not incorporated or organized to do business in the United States is also a “non-US Person.”
The certifying party also agrees, by making this certification that the entity’s personnel entering the premises of AeroVironment shall sign a personal certification when signing in and being issued a visitor’s badge.
Dated: ______________________
Authorized Official: ______________________
Signature
Printed Name:
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AEROVIRONMENT PROPRIETARY INFORMATION
CONSULTING AGREEMENT
This Amendment No. 1 to the Consulting Agreement (this “Amendment”), executed as of the last date indicated on the Signature Page hereof, is made effective as of May 1, 2026 (“Amendment Effective Date”), to amend that certain Consulting Agreement by and between AeroVironment, Inc., a Delaware corporation, and its subsidiaries, with offices at 900 Innovators Way, Simi Valley, CA 93065 (hereinafter referred to as “AV” or “Party”) and Truesdell Capital LLC**,** a Florida limited liability company (hereinafter referred to as “Consultant” or “Party”) executed on April 7, 2026 and effective as of May 1, 2026 (the “Consulting Agreement”).
WHEREAS, AV and Consultant entered into the Consulting Agreement pursuant to which Consultant is to provide consulting services to AV; and
WHEREAS, as of the Effective Date, the Parties desire to amend the Consulting Agreement to add a new section 32 to confirm the treatment and payout of Mr. Truesdell’s FY2026 bonus for the Company’s fiscal year 2026.
NOW THEREFORE, in consideration of the mutual promises and other good and valuable consideration, receipt of which is hereby acknowledged by each Party, the Parties hereto agree as follows:
| 1. | Addition of new Section<br>32. The Parties agree that the following Section 32 is hereby added to the Consulting Agreement: |
|---|
32. FY2026 Bonus. When, and if, AV pays bonuses for its fiscal year 2026 (“FY2026”) to employees participating in its FY2026 Executive Short Term Incentive Plan (the “STIP”), AV agrees to pay Consultant/Mr. Trusdell an amount equal to (A) $294,648 (which amount represents the cash portion of Mr. Truesdell’s target bonus for FY2026 under the STIP) multiplied by (B) the percentage payout for the target bonus in the Plan as determined by AV in accordance with the terms of the Plan based on AV’s financial performance for its FY2026. Consultant understands that the percentage payout may be zero, in which case Consultant/Mr. Truesdell will not receive any payment of the FY2026 bonus.
| 2. | No Other Changes. Except as amended hereby, the Agreement will continue to be, and will remain,<br>in full force and effect. Except as provided herein, this Amendment will not be deemed (i) to be a waiver of, or consent to, or a modification<br>or amendment of, any other term or condition of the Agreement or (ii) to prejudice any right or rights which the Parties may now have<br>or may have in the future under or in connection with the Consulting Agreement or any of the instruments or agreements referred to therein,<br>as the same may be amended, restated, supplemented or otherwise modified from time to time. |
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| 3. | Authority; Binding on Successors. The Parties represent that they each have the authority to enter<br>into this Amendment. This Amendment will be binding on, and will inure to the benefit of, the Parties to it and their respective heirs,<br>legal representatives, successors, and assigns. |
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| 4. | Governing Law and Venue. This Amendment and the rights and duties of the Parties hereto will be<br>construed and determined in accordance with the terms of the Consulting Agreement. |
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| 5. | Counterparts. This Amendment may be executed in multiple counterparts, each of which will be deemed<br>an original and all of which together will constitute a single Amendment. |
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| 6. | Integration. This Amendment and the Consulting Agreement contain the entire understanding between<br>the Parties, and there are no understandings or representations not set forth or incorporated by reference herein. No subsequent modifications<br>of this Amendment shall be of any force or effect unless in writing and signed by both Parties hereto |
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| 7. | Electronic Signature Validity. The Parties hereby agree that for their mutual convenience, and<br>due to the geographic distance between them, original signatures will not be required on the execution of this Amendment or on notices<br>or communications between the Parties under this Amendment. The electronic transmission of executed documents shall be considered by the<br>Parties as equal in status and validity to original documents as if the documents were signed in duplicate original by the Parties |
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1
AEROVIRONMENT PROPRIETARY INFORMATION
CONSULTING AGREEMENT
IN WITNESS WHEREOF, the Parties have executed this Amendment as of the last date indicated below to be effective as of the Amendment Effective Date.
| AeroVironment, Inc. | Consultant: |
|---|---|
| /s/ Archana Nirwan | /s/ Brad Truesdell |
| Signature | Signature |
| Archana Nirwan | Brad Truesdell |
| Name (Print) | Name (Print) |
| SVP and Chief People Officer | Consultant |
| Title | Title |
| 4/8/2026 | 4/8/2026 |
| Date | Date |
2
Exhibit 99.1
AV Appoints Dr. Robert Smith as Chief OperatingOfficer
Defense Veteran to Strengthen Operational Executionas AV Scales Manufacturing and Supply Chain Capabilities
ARLINGTON, Va., April 9, 2026 – AeroVironment, Inc. (“AV”) (NASDAQ: AVAV), a global defense technology leader, today announced the appointment of Dr. Robert (Rob) Smith as Executive Vice President and Chief Operating Officer, effective April 13, 2026.
In this role, Dr. Smith will oversee the Company’s Autonomous Systems (AxS) and Space, Cyber and Directed Energy (SCDE) business units, as well as the Company’s global operations and manufacturing footprint. His appointment reflects AV’s continued focus on scaling manufacturing to meet rising customer demand, strengthening operational execution and enhancing capabilities in a dynamic global defense environment. Dr. Smith will report to Wahid Nawabi, Chairman, President and Chief Executive Officer.
Dr. Smith joins AV from Raytheon, an RTX company, where he most recently served as Vice President, Radio Frequency Solutions. At Raytheon, Dr. Smith oversaw the P&L for a multi-billion-dollar radar and electronic warfare business. Previously, he was Vice President of Mission Suites, responsible for leading the development and delivery of integrated sensor and electronic warfare products and systems for U.S. and international customers.
“Rob is a proven global operations leader with a track record of driving performance at large, complex and industry-leading defense companies,” said Wahid Nawabi, Chairman, President and Chief Executive Officer. “I am excited to welcome Rob to the team as we accelerate our work to build a stronger AV, scale our manufacturing capabilities, strengthen our supply chain and ensure our operations can support the growing demand we are experiencing.”
“AV is pioneering the development and delivery of leading-edge autonomous defense technologies, and I am honored to join the team at this important time,” said Dr. Smith. “I have admired AV’s portfolio and success and look forward to working with Wahid and the leadership team to advance the Company’s strategic priorities, deliver for our customers and drive value creation for shareholders.”
About Dr. Rob Smith
Prior to joining Raytheon, Dr. Smith was the Senior Vice President and General Manager, Integrated Defense Solutions for CAES. Previously, he was President of Government Operations at BWX Technologies (BWXT), where he was responsible for all of the company’s U.S.-based nuclear business lines, including the company’s work for the Naval Nuclear Propulsion Program, the U.S. Department of Energy, the National Nuclear Security Administration, NASA and other government customers. Prior to joining BWXT, Dr. Smith held multiple executive roles at Lockheed Martin, and Nantero’s Government Business Unit where he played a critical role in the acquisition by Lockheed. He was also a Director at Windermere and a civil servant in the intelligence community where he held various operational, engineering, and leadership positions. Dr. Smith holds a bachelor’s degree (Cum Laude) in chemical engineering from the University of Maryland Baltimore County, a Ph.D. in chemical engineering from Auburn University, and a MBA from Johns Hopkins University.
About AV
AeroVironment (“AV”) (NASDAQ: AVAV) is a defense technology leader delivering integrated capabilities across air, land, sea, space, and cyber. The Company develops and deploys autonomous systems, loitering munitions, counter-UAS technologies, space-based platforms, directed energy systems, and cyber and electronic warfare capabilities—built to meet the mission needs of today’s warfighter and tomorrow’s conflicts. At the core of these technologies lies AV_Halo™, a modular, mission-ready suite of AI-powered software tools that empowers warfighters and enables full-battlefield dominance: detect, decide, deliver. With a national manufacturing footprint and a deep innovation pipeline, AV delivers proven systems and future-defining capabilities at speed, scale, and operational relevance. For more information, visit www.avinc.com.
Safe Harbor Statement
Certain statements in this press release may constitute "forward-looking statements" as defined in the Private Securities Litigation Reform Act of 1995. These statements are based on current expectations, forecasts, and assumptions that involve risks and uncertainties, which could cause actual results to differ materially. Factors that may cause such differences include, but are not limited to, our ability to perform under existing contracts and obtain new ones; regulatory changes; competitor activities; market growth; product development challenges; and general economic conditions. For a more detailed discussion of these risks, please refer to AeroVironment’s filings with the Securities and Exchange Commission. We undertake no obligation to update forward-looking statements as a result of new information or future events.
AV Investor Contact:
Denise Pacioni
ir@avinc.com
805.795.4108
AV Media Contact:
BJ Koubaroulis
bj.koubaroulis@avinc.com
747.324.5358