Brand Engagement Network Inc 8-K, filed Jul 13, 2026

Brand Engagement Network Inc. (BNAI)

8-K 2026-07-13 For: 2026-06-28

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Added on July 13, 2026

About this 8-K

Brand Engagement Network Inc filed this 8-K on July 13, 2026, reporting on events of June 28, 2026.

Items reported

Item 5.02: Director or officer change, or executive pay
Item 9.01: Financial statements and exhibits

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☐	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))

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.0001 per share	BNAI	The Nasdaq Stock Market LLC
Redeemable Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 per share	BNAIW	The Nasdaq Stock Market LLC

	●	10.1	Employment Agreement, dated June 28, 2026, by and between Brand Engagement Network Inc. and Tyler Luck.
	●	104	Cover Page Interactive Data File (Inline XBRL).

	Brand Engagement Network Inc.

Dated: July 13, 2026	By:	/s/ Tyler Luck
	Name:	Tyler Luck
	Title:	Chief Executive Officer

	(a)	Executive’s material breach of this Agreement or any other agreement between Executive and Employer;

	(b)	The conviction of, the entering of a guilty plea or a plea of no contest, or the acceptance of a deferral of adjudication with respect to a felony, the equivalent thereof, or any misdemeanor involving theft or dishonesty.

2.	TERM: Subject to Section 7, the term of this Agreement is the period beginning on June 1, 2026 (the “Effective Date”) and ending on June 1, 2029 (the “Term”). This Agreement terminates, supersedes and replaces Executive’s prior employment agreement with Employer as Chief Product Officer, but does not relieve the Parties of any pre-existing obligations, including unpaid fees and/or invoices, whether or not yet billed, for the period up to and including June 1, 2026.

3.	TITLE AND DUTIES: Employer hereby employs Executive on a full-time basis as Chief Executive Officer with powers and duties customary for such position. Executive will also be a member of Employer’s Board of Directors. Executive will determine Executive’s primary work location, traveling as reasonably necessary for the Business. Executive’s responsibilities shall include final authority over all aspects of the Business including, but not limited to, final approval over all contracts and final authority over all hiring and firing of employees, contractors and service providers. Employer therefore shall not enter into any binding contracts or employment agreement without Executive’s prior approval. Employer will not reduce the title, powers or duties of Executive during the term of this Agreement. Employer represents that it has disclosed to Executive each binding contract it has entered into prior to the execution of this Agreement that has, or will be, in effect during the Term. If Employer reduces the title, powers, or duties of Executive, infringes upon them, or otherwise breaches this Agreement in any respect and does not cure the breach as set forth under the definition of “Good Reason”, then it shall constitute good reason for Executive to terminate this Agreement and Executive’s employment.

4.	EXTENT OF SERVICES: Executive agrees to devote Executive’s entire and undivided business time, attention, effort, care, skill, and energies to the business of Employer and the duties and responsibilities assigned to Executive by Employer, which may be changed at any time and from time to time at Employer’s sole discretion. Executive shall not, during the Term of this Agreement, (i) engage in any other business activity unless Executive has obtained the prior written consent of an officer of Employer to engage in such activity, unless such activity by Executive is for passive investment purposes only and will not require any services to be rendered by Executive, or (ii) is for civic or charitable purposes which would not conflict or interfere with the performance of Executive’s duties hereunder. Executive shall make a request to Employer for the approval for Executive to sit on boards of directors and committees not related to Employer, and Employer shall have the right in its sole discretion to approve or deny such a request. Executive’s passive investment in a company that is not engaged in the Business shall not violate this Agreement. Executive’s ownership of equity of a publicly traded company, regardless of whether they are engaged in the Business, also shall not violate this Agreement.

	(A)	Executive shall be paid a base salary (“Salary”) at the annual rate of $360,000, paid in accordance with Employer’s regular pay schedule for its other employees, less applicable taxes and withholding, but in any event not less than twice per month. Executive’s salary shall be reviewed annually for potential increases. Executive’s salary cannot be decreased without Executive’s prior written agreement.

	(B)	Executive shall receive a one-time deferred cash payment equivalent in value to $125,000 as consideration for the services he provided as Interim Chief Executive Officer prior to the execution of this Agreement from September 14, 2025 to June 1, 2026.

	(C)	Executive shall receive an additional earned one-time bonus deferred cash payment equivalent in value to $150,000 for the calendar year 2025 as consideration for the services he provided in that year.

	(D)	Employer shall also grant Executive, a nonqualified stock option to purchase 100,000 shares of Employer’s common stock in exchange for his services hereunder in accordance with the terms of Employer’s stock plan for other employees. The value of the shares shall be based on the fair market value on a 20-day average of Employer’s NASDAQ listing as of June 1, 2026. 25,000 shares shall vest immediately upon signing of this Agreement. The remaining 75,000 shares will vest as follows:

	1)	25,000 on June 1, 2027
	2)	25,000 on June 1, 2028
	3)	25,000 on June 1, 2029

	(E)	Executive shall be entitled to receive performance bonuses in amounts and based on metrics as defined in Exhibit A, which is incorporated herein by reference.

	(F)	Executive will, during the Term of this Agreement, be permitted to participate pursuant to the terms thereof in all employee benefit plans generally available to employees of Employer. Executive’s employee benefit plan shall include at least health insurance, and the health insurance plan shall be paid 100% by Employer.

	(G)	Each year, Executive will be entitled to sick leave, 30 days of paid time off (“Annual PTO”) consistent with Employer’s existing policies, and as such policies may be amended from time to time, in addition to regular holidays of not less than eight (8) per year. If not used each year, by the end of the term of this Agreement, or at the time the employment of Executive ends for any reason, Executive will be entitled to payment for all unused earned vacation time. Such payment shall be made on the last day of Executive’s employment. Executive shall receive and be deemed to have earned his Annual PTO on January 1 of each year. Unused Annual PTO shall carry over to the next year, but Executive shall not be permitted to take unreasonable or excessive Annual PTO in any given year.

	(H)	Executive shall be entitled to an allowance for the expense of renting office space in Jackson, Wyoming. This allowance shall not exceed $1,500 per month.

6.	EXPENSES: Executive shall be reimbursed for reasonable and necessary out-of-pocket, work-related expenses according to Employer’s standard expense and mileage reimbursement policies.

7.	TERMINATION: Executive’s term of employment, compensation, and any and all other rights of Executive under this Agreement, including Executive’s employment by Employer, may be terminated in accordance with this Section 7:

	(A)	In the event of termination of Executive’s employment for any reason, Executive shall be paid within the period of time required under applicable law for persons separating from employment, but in any event not less than 30 days following the termination of Executive’s employment. This amount shall include all accrued but unpaid compensation owed to Executive by Employer as of the date of termination (including accrued Salary and vacation), as well as such other payments or benefits to which Executive is entitled pursuant to any of Employer’s employee benefit plans pursuant to the terms thereof;

	(B)	Executive may terminate this Agreement upon thirty days written notice by Executive at any time without Good Cause or Good Reason, in which event, Executive and Employer shall have no further obligations under this Agreement, *except that* Executive shall remain obligated under Sections 8, 9, 10, 11 and 12 of this Agreement. Employer may accelerate the notice date, in its sole discretion, without converting the resignation into a termination by the Employer;

	(C)	Employer may only terminate this Agreement for Good Cause, in which event, Executive and Employer shall have no further obligations under this Agreement, *except that* (i) Executive shall remain obligated under Sections 8, 9, 10, 11 and 12 of this Agreement, and (ii) Employer shall pay Executive severance by continuing to pay Executive’s Base Salary through the end of the Term pursuant to Employer’s normal payroll cycle, or Executive’s Base Salary for one year, whichever is greater (the “Severance Term”), along with any unpaid vested options, equity or earned bonuses, including those set forth herein;

	(D)	This Agreement shall terminate upon the death of Executive in which case there shall be no liability or further obligation of Employer under this Agreement except for the payment of vested but unpaid compensation; and

	(E)	This Agreement shall terminate upon the Disability of Executive, in which event, Executive and Employer shall have no further obligations under this Agreement, *except that* (i) Executive shall remain obligated under Sections 8, 10, 11 and 12 of this Agreement and (ii) Employer shall pay Executive severance by continuing to pay Base Salary for one year, along with any unpaid vested options, equity or bonuses, including those set forth herein.

	(F)	Notwithstanding the foregoing, (i) Executive’s receipt of the severance payments described in Section 7(C) and (E) is conditioned upon Executive’s execution (and non-revocation in the time provided to do so) of a general release in favor of Employer in a form satisfactory to both Parties (the “Release”) and (ii) Employer’s severance payment obligations shall terminate if Executive materially breaches any of the terms of Sections 8, 10, 11 and 12 of this Agreement. Employer shall be deemed to have waived this provision and, Executive’s right to severance shall no longer be conditioned upon execution of a release, if Employer fails to provide Executive with a release within 14 days of notice of termination.

	(G)	Executive will be deemed to have a “Disability” if, for physical or mental reasons, Executive is unable to perform Executive’s full-time essential job duties under this Agreement for 60 consecutive days, or 90 days in any twelve-month period, as determined in accordance with this Section 7(G). The disability of Executive will be determined by a medical doctor selected by written agreement of Executive and Employer upon the request of either party by notice to the other. If Employer and Executive cannot agree on the selection of a medical doctor, each of them will select a medical doctor and the two medical doctors will select a third medical doctor who will determine whether Executive has a Disability. The determination of the medical doctor selected under this Section 7(G) will be binding on both parties. Executive must submit to a reasonable number of examinations by the medical doctor making the determination of Disability under this Section 7(G) and Executive hereby authorizes the disclosure and release to Employer of such determination and all supporting medical records. Employer shall bear the cost of all such examinations and record collection. If Executive is not legally competent, Executive’s legal guardian or duly authorized attorney-in-fact will act in Executive’s stead, under this Section 7(G) for the purposes of medical doctor selection, submitting Executive to the examinations, and providing the authorization for the disclosures, required under this Section 7(G). Executive stipulates and agrees that (1)Executive is a key employee of Employer, (2) Executive’s inability to perform Executive’s essential job duties under this Agreement on a full-time basis for 60 consecutive days, or 90 days during any twelve-month period, will cause substantial and grievous economic injury to Employer’s operations, and (3) Executive’s employment with Employer will therefore terminate under Section 7(E).

	(A)	All information and materials of Employer and the Business relating to software and hardware products, and software and hardware in the various stages of research and development, including, but not limited to, source codes, object codes, design specifications, design notes, flow charts, coding sheets, product plans, know-how, algorithms, and the processes and systems used in the Business;

	(B)	The computer systems and information technology of Employer and the Business, as such systems and technology may exist from time to time, including without limitation, computer and related equipment, computer programs (whether identified as software, firmware or other and on whatever media), databases, documentation, manuals, hardware and software support systems and methods, techniques or algorithms of organizing or applying the same;

	(C)	Internal business procedures and policies, including, but not limited to, licensing techniques, vendor names, other vendor information, sales, marketing, operation, product development and other business plans and forecasts, financial information, and other information used in the Business;

	(D)	Any and all non-public Customer information, including, but not limited to, lists of actual or prospective Customers and Customer sites and the nature of Customer relationships of Employer (including types, prices and amounts of products acquired or anticipated to be acquired from Employer), including specific individuals associated with Customers, compiled in a format such as an account record card, Customer buying patterns, group run concepts and combination ordering patterns of the Customers of Employer, information related to particular applications of the Customers of Employer, information related to value added services provided to Customers of Employer, information related to targeted and/or anticipated product or service needs of Customers of Employer, and the policies and/or business practices of the Customers of Employer, pricing structures, Customer contracts, Customer data, Customer negotiations, Customer relations materials, Customer service materials, and past Customers;

	(E)	Non-public lists and sales volume and other information, including the prices at which Employer sold or sells products or services to particular Customers or Customer groups;

	(F)	All developments, improvements, inventions and processes that have been, are or may be produced in the course of operations of the Business;

	(G)	Confidential and private matters of the Customers of, and Prospective Customers submitted for handling and processing to, Employer;

	(H)	Any information licensed to Employer on a confidential basis from third parties for internal use and/or for sublicense to end users by Employer;

	(I)	All legal rights including, but not limited to, trade secrets, pending patents, pending litigation and/or arbitrations relating to the Business or involving Employer, pending trademarks, and like properties maintained in confidence;

	(J)	Any non-public employee information of Employer, including, but not limited to, lists of employees, and any non-public information regarding such employees or their employment;

	(K)	Any information relating to the Business obtained while working for Employer, which gives or could give Employer a competitive edge; and

	(L)	Any other information relating to the Business, not generally known, concerning the Business, and their operations, products, personnel, customers, or business, acquired, disclosed or made known to Executive while in the employ of Seller or Employer which, if used or disclosed other than in the performance of Executive’s job duties for Employer, could with reasonable possibility, adversely affect the business of Employer or give a competitor a competitive edge.

	(M)	Notwithstanding the foregoing, this Section 8 and Section 10 shall not extend to any Confidential and/or Proprietary Information that (i) was generally known or generally available to the public before its disclosure to Executive, or (ii) becomes generally known or generally available to the public subsequent to disclosure to Executive through no wrongful act of Executive.

	(N)	Nothing herein shall be construed to prevent disclosure of Confidential and/or Proprietary Information as may be required by applicable law or regulation, or pursuant to the valid order of a court of competent jurisdiction or an authorized government agency, provided that the disclosure does not exceed the extent of disclosure required by such law, regulation, or order.

	(O)	Nothing herein prohibits or restricts the Executive (or the Executive’s attorney) from initiating communications directly with, responding to an inquiry from, or providing testimony before the Securities and Exchange Commission (SEC), the Financial Industry Regulatory Authority (FINRA), any other self-regulatory organization, or any other federal or state regulatory authority.

9.	EXECUTIVE’S WARRANTY: The undertaking of this Agreement will not constitute a breach of any agreement to which Executive is a party or any obligation to which Executive is bound. Executive is not bound by any non-disclosure or non-compete agreement that would in any way affect Executive’s performance of this Agreement. Executive has no obligations to others that are inconsistent with the terms of this Agreement or with Executive’s faithful performance of duties as an employee of Employer under this Agreement.

10.	BUSINESS PROTECTION COVENANTS: Executive acknowledges that Executive will obtain and develop further specialized knowledge of Confidential and/or Proprietary Information and goodwill through Executive’s involvement in the business of Employer, including through Executive’s employment under this Agreement. As a necessary condition of Employer’s employment of Executive, and in consideration for the mutual promises and undertakings in this Agreement and the specialized knowledge of and access to Confidential and/or Proprietary Information that Employer will continue to develop and/or that Executive will newly receive from Employer during the Term of this Agreement, and to ensure the protection of Confidential and/or Proprietary Information (wherever originating) during Executive’s employment and thereafter, Employer and Executive agree as follows:

	(A)	Upon termination of Executive’s employment, Executive shall return all property of Employer that are in Executive’s possession, custody, or control, including, but not limited to, any Confidential and/or Proprietary Information and copies thereof.

	(B)	From June 1, 2026 through the date that is one (1) year after Executive’s employment with Employer has ended, Executive shall comply with all of the following restrictions:

	(ii)	Executive shall not directly, for Executive or others, solicit or communicate with any employee of Employer to induce, encourage, request, or advise any such employee: (a) to terminate her employment with Employer for any reason whatsoever; or (b) to accept employment with another Entity that offers or is planning to develop products or services that are the same or substantially similar to those offered or under development by Employer with respect to the Business.

	(iii)	Executive shall not, directly or indirectly, for Executive or others, solicit or communicate with any vendor, supplier, reseller, or service provider for the Business of Employer during Executive’s employment with Employer to induce, encourage, request, or advise any such Entity: (a) to not do business with the Business of Employer; (b) to curtail or cease its business relationship with the Business of Employer; or (c) to cancel, rescind, terminate, decline to extend, or modify any agreement with the Business of Employer.

	(B)	Executive warrants, covenants and agrees that, except in the performance of Executive’s duties under this Agreement, or with the prior written consent of Employer, Executive will not at any time, whether during or after Executive’s employment with Employer, use, publish, or otherwise disclose for Executive’s own benefit or purpose or for the benefit or purpose of any other Entity, either directly or indirectly, any Confidential and/or Proprietary Information. Executive hereby acknowledges that the Confidential and/or Proprietary Information and materials are commercially and competitively valuable to Employer, and are vital to the success of Employer’s business at all locations at which Employer does business; that by this Agreement, Employer is taking reasonable steps to protect its legitimate interest in its confidential information; and that the restrictions set forth in this Agreement are reasonably necessary in order to protect Employer’s legitimate interest in its Confidential and/or Proprietary Information.

	(C)	Executive acknowledges and agrees that this covenant shall have full force and effect through the Term of this Agreement and shall remain in effect indefinitely after the Term of this Agreement.

	(D)	Notice of Immunity Under the Defend Trade Secrets Act of 2016. Notwithstanding any other provision of this Agreement:

	(A)	Executive acknowledges that works of authorship developed, conceived, or created during the Term of this Agreement and any subsequent employment with Employer are “works for hire” as that term is defined under U.S. copyright law, and include moral rights as defined under U.S. and foreign copyright law.

	(B)	During the Term of this Agreement and thereafter upon Employer’s reasonable request, Executive shall, without additional compensation, (i) execute and deliver any and all applications, assignments, documents, and other instruments that Employer shall deem necessary to protect the right, title and interest of Employer and its designee in or to Intellectual Property; (ii) reasonably cooperate and assist in providing information for making and completing regulatory and other filings; (iii) reasonably cooperate and assist in providing information for or participating in any action, threatened action, or considered action relating to Intellectual Property; and (iv) take any and all other reasonable actions as Employer may otherwise reasonably require with respect to Intellectual Property. As used in this Agreement, “Intellectual Property” means anything that is, has been, or is capable of being patented, protected as a trade secret, trademark, service mark, or trade name, protected by copyright law, or protected by or under any other U.S. or foreign laws or statutes relating to intellectual property rights. Without limiting the foregoing, Intellectual Property may take the form of inventions, discoveries, ideas, improvements, schematics, diagrams, know-how, information, data, business plans, plans, designs, methods, specifications, processes, hardware or software.

	(C)	Executive further agrees that, as soon as practicable, Executive shall make full disclosure to Employer of all inventions or discoveries subject to this Agreement, and shall deliver or cause to be delivered to Employer all papers, including patent and copyright applications, relating to any rights assigned or to be assigned under this Agreement.

13.	EXIT INTERVIEW: Upon separation from employment with Employer, Executive agrees to participate in an exit interview with a designee of Employer, wherein Executive will review Executive’s obligations under this Agreement. At the exit interview, Executive will ask any questions that Executive may have concerning whether information that Executive was exposed to is considered confidential under this Agreement. Executive will also provide the name of Executive’s new employer and the position in which Executive will be employed, when known, following Executive’s separation from employment with Employer. Executive further agrees to return to Employer all property in Executive’s possession belonging to Employer, including all written, electronic, or printed materials and copies thereof, keys, cards, equipment, cars, and any other item that is the property of Employer, within five (5) business days following Executive’s separation from employment, or Employer’s provision of a prepaid envelope or shipping container, whichever is later. To the extent that Executive has any Employer property, including, but not limited to, any Confidential and/or Proprietary Information stored on any computer, Executive agrees to immediately return such information to Employer, along with any copies of such information. Executive further agrees that after Executive returns any computerized information to Employer, Executive will make reasonable efforts to purge all such information from the source computer or make the computer available for inspection and data removal by Employer.

14.	DISPUTE RESOLUTION. THIS AGREEMENT IS SUBJECT TO ARBITRATION. Except as provided below, in the event of a dispute or controversy between Employer and Executive or between Executive and an agent of Employer, including, but not limited to, Employer or any directors, officers, managers or other employees of Employer, who are being sued in any capacity, as to all or any part of this Agreement, any other agreement, or any dispute or controversy whatsoever pertaining to or arising out of the relationship between Employer and Executive or the dissolution or termination of same shall be settled by arbitration in Jackson, Wyoming, in accordance with the applicable rules then existing of the American Arbitration Association (“AAA”), and judgment upon the award rendered may be entered in any court having jurisdiction thereof. Notwithstanding the foregoing, in the event of a dispute arising pursuant to the provisions of Sections 8, 10, 11 or 12 above, Employer may bring an action in state or federal court, without submitting the dispute to arbitration, for purpose of resolving securing interim injunctive relief. This arbitration provision covers and includes any non-signatories and all parties to any such claim arising out of or relating to this employment relationship. Employer shall be responsible for the payment of all costs associated with arbitration, including the initial filing fees, forum fees, and arbitrator fees. Executive shall be entitled to seek judicial intervention if Employer fails to pay any fee due to the AAA within (30) thirty days of Employer being presented with a corresponding invoice.

15.	EQUITABLE RELIEF: Executive acknowledges and agrees that in the event of a breach or threatened breach by Executive of Section 10 this Agreement, that Employer’s remedies at law would be inadequate, and that Employer shall be entitled to an injunction.

16.	INDEMNIFICATION: In the event that Executive is made a party or threatened to be made a party to any action, suit, or proceeding, whether civil, criminal, administrative, or investigative (a “Proceeding”), other than any Proceeding initiated by the Executive or Employer with respect to this Agreement or the Executive’s employment hereunder, by reason of the fact that the Executive is or was a director or officer of Employer, the Executive shall be indemnified and held harmless by Employer to the maximum extent permitted under applicable law and Employer’s bylaws from and against any liabilities, costs, claims, and expenses, including all costs and expenses incurred in defense of any Proceeding (including attorneys’ fees).

17.	JUDICIAL MODIFICATION: If the scope of any restriction contained in this Agreement is too broad to permit enforcement of such restriction to its full extent, then such restriction shall be enforced to the maximum extent permitted by law.

20.	ASSIGNMENT: The provisions and terms of this Agreement shall be binding on Executive and inure to the benefit of Executive, Executive’s heirs-at-law, legatees, distributees, executors, administrators, and legal representatives, and shall inure to the benefit of Employer, its Affiliates, and their respective successors and assigns. Sections 8, 10, 11 and 12 shall survive the Term of this Agreement, as well as any termination of Executive’s employment under this Agreement. Neither party may assign its rights and obligations under this Agreement without the consent of the other party, except that Employer may assign (including any assignment effected through a merger) its rights and obligations under this Agreement to any purchaser of all or substantially all of the assets of Employer without the consent of Executive.

21.	ENTIRE AGREEMENT: This instrument contains the entire agreement of the parties relating to the subject matter hereof, and supersedes all prior and contemporaneous agreements, if any, between the parties relating to the subject matter hereof. It may not be changed or modified in whole or in part except in a writing executed by Executive and an authorized officer of Employer.

22.	PARTIAL INVALIDITY: If any provision of this Agreement or the application of such provision is held unenforceable for any reason by a court or arbitrator of competent jurisdiction and such unenforceability is not cured pursuant to Section 17, then such provision shall be modified to the extent required to render it enforceable (or, if held impossible to modify in a manner permitting enforcement, then severed from this Agreement) and the remainder of this Agreement shall not be affected.

23.	GOVERNING LAW AND FORUM: This Agreement shall be governed by the laws of the State of Wyoming without regard to the conflicts of laws provisions thereof. The exclusive forum and venue for any court action permitted by Section 14 of this Agreement will be a court of competent jurisdiction located in Jackson, Wyoming. For any such court action, both Executive and Employer stipulate and consent to the exercise of personal jurisdiction over them by all courts located in Jackson, Wyoming, and hereby waive their right to object to any such exercise of jurisdiction in Wyoming.

24.	COUNTERPARTS: This Agreement may be executed in several counterparts, each of which shall be deemed an original for all purposes.

25.	HEADINGS, GENDER, NUMBER: Any headings contained in this Agreement are for convenience in locating particular provisions only and are not to be considered in the interpretation and enforcement of this Agreement. Wherever used or appearing in this Employment Agreement, pronouns of the masculine gender shall include the persons of the female, and the singular shall include the plural, wherever applicable.

Date. June 28,2026

EMPLOYER:
Brand Engagement Network, Inc.

Signature:
Print Name:

	i.	Metric 1: In the event Employer is listed on the Russell 1000 Growth Index during the Term of the Employment Agreement, Employer shall pay Executive a bonus equal to three times his Annual Base Salary within 30 days of the end of the calendar year in which the Metric is met. The Russell 1000 Growth Index is reviewed and fully reconstituted annually. If Employer is listed on the Russell 1000 Growth Index, then later removed, this shall not affect Executive’s entitlement to the bonus hereunder. The settlement of this bonus shall be in cash via wire transfer to Executive’s personal account listed within Employer’s records.

	ii.	Metric 2: In the event Employer receives $10,000,000 (Ten Million U.S. Dollars) or more in any year during the Term of this Agreement in gross patent licensing revenue, Employer shall pay Executive a bonus equal to 5% of the gross patent licensing revenue received by Employer for that calendar year within 30 days of the end of the calendar year in which the Metric is met. The bonus under this clause may be achieved by Executive multiple times if the gross patent licensing revenue received by Employer meets or exceeds $10,000,000 (Ten Million U.S. Dollars) each calendar year of the Term of the Employment Agreement.

	iii.	Metric 3: Employer agrees to grant Executive Restricted Stock Units (“RSUs”) each representing the right to receive one share of Employer’s common stock in such amounts and on such dates as listed below. RSUs granted pursuant to this Clause shall vest at the end of each year of the Term of the Employment Agreement upon Employer’s market capitalization meeting or exceeding the applicable threshold set forth below. When referenced below, market capitalization is always measured based on a 20-day trading average of Employer’s NASDAQ listing taken on the final day of the calendar year in which the bonus would be due.

	b.	If Executive achieves Threshold 1 and Employer’s market capitalization is also at least $2,000,000,000 (Two Billion U.S. Dollars) at the end of 2027 (“Threshold 2”), Executive shall be entitled to a bonus equal in value to 1.5% of the difference between the actual market capitalization of Employer at the end of 2026 and the actual market capitalization of Employer at the end of 2027. If Executive did not achieve Threshold 1, but Employer’s market capitalization at the end of 2027 is at least $2,000,000,000 (Two Billion U.S. Dollars), Executive shall be entitled to a bonus equal in value to 1.5% of the actual market capitalization of Employer at the end of 2027;

	c.	If Executive achieves Threshold 2 and Employer’s market capitalization is also $3,000,000,000 (Three Billion U.S. Dollars) at the end of 2028 (“Threshold 3”), Executive shall be entitled to a bonus equal in value to 1.5% of the difference between Employer’s actual market capitalization at the end of 2027 and Employer’s actual market capitalization at the end of 2028. If Executive did not achieve Threshold 2, but Employer’s market capitalization at the end of 2028 is $3,000,000,000 (Three Billion U.S. Dollars), Executive shall be entitled to a bonus equal in value to 1.5% of Employer’s actual market capitalization at the end of 2028;