dlhc-202606290000785557false00007855572026-06-292026-06-29
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): June 29, 2026
DLH Holdings Corp.
(Exact Name of Registrant as Specified in Charter) | | | | | | | | | | | | | | |
| New Jersey | | 0-18492 | | 22-1899798 |
| (State or Other Jurisdiction of Incorporation | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
3565 Piedmont Road, NE, Building 3, Suite 700
Atlanta, GA 30305
(Address of Principal Executive Offices, and Zip Code)
(770) 554-3545
Registrant's Telephone Number, Including Area Code
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Securities registered pursuant to Section 12(b) of the Act: | | | | | | | | | | | |
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock | DLHC | Nasdaq | Capital Market |
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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 communication 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 communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). 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. ☐
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
On June 29, 2026, Zachary C. Parker notified DLH Holdings Corp. (the “Company”) of his decision to resign as President and Chief Executive Officer of the Company effective June 30, 2026. Mr. Parker will continue to serve on the Company’s board of directors (the “Board”) as a non-employee director and beginning July 1, 2026, will receive compensation for service on the Board in accordance with the Company’s policy for compensation for its non-employee directors.
Further, on June 29, 2026, the Board appointed Kathryn M. JohnBull, the Company’s Chief Financial Officer and Treasurer, to the position of President and Chief Executive Officer of the Company, effective July 1, 2026. The Board also appointed Ms. JohnBull as a director of the Company effective on July 1, 2026. In connection with her appointment as the Company’s President and Chief Executive Officer, Ms. JohnBull’s last day as the Company’s Chief Financial Officer and Treasurer was June 30, 2026.
In connection with Ms. JohnBull’s transition into her new role, the Company also announced the appointment of Steven V. Oroho, Jr. as Chief Financial Officer and Treasurer of the Company, effective July 1, 2026. Prior to his appointment as Chief Financial Officer, Mr. Oroho served as the Company’s Senior Vice President, Finance and Accounting.
The Company expects to enter into a separation agreement with Mr. Parker, the terms of which will be reported as soon as practicable in a subsequent Current Report on Form 8-K. Among other matters, it is anticipated that the separation agreement will provide that the Company will enter into an advisory agreement and a separate consulting agreement with Mr. Parker pursuant to which he will initially provide transition and support services to the Company until the end of its 2026 fiscal year in order to support a smooth and efficient transition to the Company’s new leadership team. In addition, it is expected that under the separate consulting agreement, commencing with the Company’s 2027 fiscal year, Mr. Parker will provide consulting services to the Company’s management team on various operational and strategic matters, including business development initiatives, and other assignments as requested by the Chairman of the Board or the chief executive officer.
Summary of JohnBull Employment Agreement
In connection with her appointment as the Company’s President and Chief Executive Officer, on June 30, 2026, the Company entered into a new employment agreement with Ms. JohnBull (the “Employment Agreement”). Under the terms of her Employment Agreement, Ms. JohnBull will receive a base salary at the rate of $600,000 per year and an incentive bonus target, which is based upon achievement of Company profitability, revenue, and other operational goals, of 100% of her base salary. In addition, the Company also approved the grant to Ms. JohnBull of restricted stock units with a grant date value of 75% of her initial base salary. Such restricted stock units were granted under the Company's 2025 Equity Incentive Plan, as amended (the "2025 Plan") and will vest on the third anniversary of the grant date, provided she continues to serve as an employee of the Company until such time.
Under this Employment Agreement, in the event of the termination of Ms. JohnBull’s employment by us without “cause” or by her for “good reason”, as such terms are defined in the Employment Agreement, she would be entitled to: (a) a severance payment equal to two times her base salary; (b) continued participation in our health and welfare plans for up to 18 months; (c) a pro rata bonus, and (d) all accrued but unpaid compensation. The new Employment Agreement also provides that in the event of the termination of her employment with the Company in certain circumstances, including a termination by the Company without cause or by her for good reason, each unexpired option presently outstanding and held by her, shall immediately vest and be exercisable in full and the exercise period during which she may exercise all such options shall be extended to the duration of their original term; and that any other equity incentive awards held by her shall be governed by the terms of the applicable award agreements and the 2025 Plan, except that unvested restricted stock units granted under the new Employment Agreement will provide for accelerated vesting in such circumstances. If her Employment Agreement is terminated because of death or disability, Ms. JohnBull or her beneficiary, as the case may be, will be paid her accrued compensation, a pro rata bonus for the year of termination, and in the case of disability, a severance payment of one year of base salary.
Further, under her Employment Agreement, if within 180 days of a “change in control” (as defined in the new Employment Agreement) either Ms. JohnBull’s employment is terminated without cause, or she terminates her employment for good reason, the Company shall pay and/or provide to her substantially the same compensation and benefits as if her termination was without cause or for good reason, including the accelerated vesting of the restricted stock units granted under the Employment Agreement. Such benefits remain subject to limitation to avoid the imposition of the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”) if such payments would constitute an “excess parachute payment” as defined in Section 280G of the Code. Pursuant to the employment agreement, Ms. JohnBull remains subject to customary confidentiality, non-solicitation of employees and non-competition obligations that survive the termination of such agreement.
The foregoing summary of Ms. JohnBull’s Employment Agreement with the Company does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Employment Agreement, which is filed as Exhibit 10.1 hereto and incorporated into this report by reference.
Summary of Oroho Employment Arrangements
In connection with the Company’s appointment of Mr. Oroho as its Chief Financial Officer and Treasurer, on June 30, 2026, the Company entered into an at-will employment offer letter (the “Employment Letter”) and a Change in Control, Severance and Covenant Agreement (the “Severance Agreement”) with Mr. Oroho, pursuant to which he will serve as the Chief Financial Officer and Treasurer of the Company.
Under the Employment Letter, the Company agreed to pay Mr. Oroho an annual base salary at the rate of $340,000 per year. In addition, he will be eligible to receive an incentive bonus of up to 70% of his annual base salary. In addition, the Company also approved the grant to Mr. Oroho of restricted stock units with a grant date value of $200,000. Such restricted stock units were granted under the 2025 Plan and will vest on the third anniversary of the grant date, provided he continues to serve as an employee of the Company until such time.
Under the Severance Agreement, the Company agreed to provide Mr. Oroho with certain post-termination payments and benefits if his employment is terminated by us without “cause” or by him for “good reason”, as those terms are defined in the Severance Agreement. These termination payments and benefits include the following: (a) a severance payment of 12 months of base salary; (b) continued participation in our health and welfare plans for a period not to exceed 12 months from the termination date; (c) a pro rata bonus; and (d) all compensation accrued but not paid as of the termination date. Further, the Severance Agreement provides that if his employment is terminated in connection with a change in control, subject to the limitation to avoid the imposition of the excise tax imposed under the Internal Revenue Code, he would be eligible to receive a payment of base salary for a period of twelve months in addition to any accrued compensation, a pro rata bonus, and the continuation benefits. The Severance Agreement also provides that in the event of the termination of his employment with the Company other than for cause, any option awards held by him as of the date of such termination, to the extent vested, shall remain exercisable in accordance with the Company’s equity compensation plans and that any other equity incentive awards held by him shall be governed by the terms of the applicable award agreements and the 2025 Plan; except that unvested restricted stock units granted under the Employment Letter will provide for accelerated vesting in such circumstances. In addition, Mr. Oroho is subject to customary confidentiality, non-solicitation, and non-competition obligations that survive the termination of his employment.
The foregoing summaries of Mr. Oroho’s Employment Letter and Severance Agreement with the Company do not purport to be complete and are subject to, and qualified in its entirety by, the full text of such agreements, which are filed as Exhibit 10.2 and Exhibit 10.3 hereto, respectively, and incorporated into this report by reference.
Other Information
Ms. JohnBull, 67, joined the Company in June 2012 as Chief Financial Officer and Treasurer. Prior to joining the Company, she served as a senior financial executive with QinetiQ North America, from January 2008 to June 2012, serving in both corporate and operating group roles, including as Senior Vice President-Finance for its overall operations. From August 2002 to December 2007, Ms. JohnBull served as Operations Segment Chief Financial
Officer for Maximus, Inc. Ms. JohnBull has been a certified public accountant and from 1985 to 1988 was with Arthur Andersen & Company as a tax manager and staff member. Ms. JohnBull received a Bachelor of Business Administration, summa cum laude, from the University of Tulsa.
Mr. Oroho, 43, previously served as the Company’s Senior Vice President, Finance & Accounting. He initially joined the Company in December 2018 as Corporate Controller. Prior to joining DLH, Mr. Oroho held leadership positions at government services provider Alion Science & Technology, now part of HII, and PricewaterhouseCoopers LLP after beginning his professional career with Lockheed Martin Corporation. Mr. Oroho is a U.S. Army Veteran, having served as a Military Intelligence Non-Commissioned Officer in support of Operation Enduring Freedom. He holds a bachelor’s degree in accounting from Saint Bonaventure University, a Master of Business Administration from Rutgers University, and is a Certified Public Accountant.
There are no family relationships between Ms. JohnBull or Mr. Oroho and any director, executive officer or person nominated by the Company to become a director or executive officer, and there are no transactions between Ms. JohnBull or Mr. Oroho or any of their immediate family members, on the one hand, and the Company or any of its subsidiaries, on the other, that would be required to be reported under Item 404(a) of Regulation S-K.
On June 30, 2026, the Company issued a press release announcing the matters described above. A copy of this press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
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| Item 7.01 | Regulation FD Disclosure. |
A copy of the press release issued by the Company announcing the matters described in Item 5.02 of this Current Report on Form 8-K is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information in this Form 8-K under Item 7.01 and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific referencing in such filing.
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| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
The following exhibits are attached to this Current Report on Form 8-K: | | | | | | | | |
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| Exhibit Number | | Exhibit Title or Description |
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| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
*Schedules omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish a copy of any omitted schedule to the Securities and Exchange Commission upon request.
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.
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| | | DLH Holdings Corp. |
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| | | By: /s/ Steven V. Oroho, Jr. |
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| | | Name: Steven V. Oroho, Jr. |
| | | Title: Chief Financial Officer |
| Date: July 6, 2026 | | |
EXECUTIVE EMPLOYMENT AGREEMENT
THIS AGREEMENT is made as of the 30th day of June, 2026 by and between Kathryn M. JohnBull (the “Executive”) and DLH HOLDINGS CORP., a New Jersey corporation (the “Company”) and is effective as of the July 1, 2026 (the “Effective Date”).
W I T N E S S E T H:
WHEREAS, the Company and its subsidiaries are engaged in the business of providing professional and technical services; and
WHEREAS, the Executive is currently employed by the Company as the Chief Financial Officer of the Company, and the Company desires to continue the employment of the Executive as its Chief Executive Officer and President; and
WHEREAS, the Executive desires to continue her employment with the Company, pursuant to the terms and conditions herein set forth, superseding all prior oral and written employment agreements, and term sheets and letters between the Company, its subsidiaries and/or predecessors and Executive;
NOW, THEREFORE, it is mutually agreed by and between the parties hereto as follows:
ARTICLE I
DEFINITIONS
1.1 Accrued Compensation. “Accrued Compensation” shall mean an amount which shall include all amounts earned or accrued through the Termination Date (as defined below) but not paid as of the Termination Date, including (a) Base Salary, (b) reimbursement for business expenses incurred by the Executive on behalf of the Company, pursuant to the Company’s expense reimbursement policy in effect at such time, (c) vacation pay, and (d) unpaid bonuses and incentive compensation earned and awarded prior to the Termination Date.
1.2 Cause. “Cause” shall mean: (a) willful disobedience by the Executive of a material and lawful instruction of the Board of Directors of the Company; (b) the Executive’s indictment for, conviction of, or plea of guilty or nolo contendere to any crime involving fraud, embezzlement, bribery, kickback, theft or dishonesty, or any felony; (c) conduct amounting to fraud, dishonesty, gross negligence, willful misconduct, embezzlement or misappropriation of Company assets; or (d) failure to substantially perform her duties hereunder, other than during any period of illness or Disability; (e) personally or on behalf of another Person, willfully receiving a benefit relating to the Company or its Subsidiaries or its funds, properties, opportunities, or other assets in violation of applicable law, or constituting fraud, embezzlement, or misappropriation; (f) the knowing misstatement by Executive of the financial records of the Company or its Subsidiaries or complicit actions in respect thereof; or (g) the material breach by Executive of any of the terms of Articles III, VI, or VII, or Sections 4.1 or 4.5 of this Agreement.
Notwithstanding the foregoing, however, the Company shall not have the right to terminate the employment of Executive pursuant to the foregoing clauses (a) and (c) through (g) above unless written notice specifying such breach shall have been given to the Executive and, in the case of breach which is capable of being cured, the Executive shall have failed to cure such breach within thirty (30) days after his receipt of such notice.
1.3 Change in Control. A “Change in Control” shall mean any of the following events:
(a) (i) An acquisition (other than directly from the Company) of any voting securities of the Company (the “Voting Securities”) by any “Person” (as the term person is used for purposes of Section 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended (the “1934 Act”)) immediately after which such Person has “Beneficial Ownership” (within the meaning of Rule 13d-3 promulgated under the 1934 Act) of forty-nine percent (49%) or more of the combined voting power of the Company’s then outstanding Voting Securities; provided, however, that in determining whether a Change in Control has occurred, Voting Securities which are acquired in a “Non-Control Acquisition” (as defined below) shall not constitute an acquisition which would cause a Change in Control. A “Non-Control Acquisition” shall mean an acquisition by (1) an employee benefit plan (or a trust forming a part thereof) maintained by (x) the Company or (y) any corporation or other Person of which a majority of its voting power or its equity securities or equity interest is owned directly or indirectly by the Company (a “Subsidiary”), or (2) the Company or any Subsidiary.
(ii) Notwithstanding the foregoing, a Change in Control shall not be deemed to occur solely because a Person (the “Subject Person”) gained Beneficial Ownership of more than the permitted amount of the outstanding Voting Securities as a result of the acquisition of Voting Securities by the Company which, by reducing the number of Voting Securities outstanding, increases the proportional number of shares Beneficially Owned by the Subject Person, provided that if a Change in Control would occur (but for the operation of this sentence) as a result of the acquisition of Voting Securities by the Company, and after such share acquisition by the Company, the Subject Person becomes the Beneficial Owner of any additional Voting Securities which increases the percentage of the then outstanding Voting Securities Beneficially Owned by the Subject Person, then a Change in Control shall occur.
(b) The individuals who, as of the date this Agreement is approved by the Board, are members of the Board (the “Incumbent Board”), cease for any reason to constitute at least two-thirds of the Board; provided, however, that if the election, or nomination for election by the Company’s stockholders, of any new director was approved by a vote of at least two-thirds of the Incumbent Board, such new director shall, for purposes of this Agreement, be considered and defined as a member of the Incumbent Board; and provided, further, that no individual shall be considered a member of the Incumbent Board if such individual initially assumed office as a result of either an actual “Election Contest” (as described in Rule 14a-11 promulgated under the 1934 Act) or other solicitation of proxies or consents by or on behalf of a Person other than the Board (a “Proxy Contest”); or
(c) Consummation by the Company of:
(i) A merger, consolidation or reorganization involving the Company, unless: (1) the stockholders of the Company, immediately before such merger, consolidation or reorganization, own, directly or indirectly immediately following such merger, consolidation or reorganization, at least fifty percent (50%) of the combined voting power of the outstanding voting securities of the corporation resulting from such merger or consolidation or reorganization (the “Surviving Corporation”) in substantially the same proportion as their ownership of the Voting Securities immediately before such merger, consolidation or reorganization, (2) the individuals who were members of the Incumbent Board immediately prior to the execution of the agreement providing for such merger, consolidation or reorganization constitute at least two-thirds of the members of the board of directors of the Surviving Corporation, and (3) no Person (other than the Company, any Subsidiary, any employee benefit plan (or any trust forming a part thereof) maintained by the Company, the Surviving Corporation or any Subsidiary) becomes Beneficial Owner of forty-nine percent (49%) or more of the combined voting power of the Surviving Corporation’s then outstanding voting securities as a result of such merger, consolidation or reorganization, a transaction described in clauses (1) through (3) shall herein be referred to as a “Non-Control Transaction”;
(ii) the sale or other disposition of all or substantially all of the assets of the Company, to any Person, other than a transfer to a Subsidiary, in one transaction or a series of related transactions; or
(iii) the stockholders of the Company approve any plan or proposal for the liquidation or dissolution of the Company.
(d) Notwithstanding anything contained in this Agreement to the contrary, if the Executive’s employment is terminated prior to a Change in Control and the Executive reasonably demonstrates that such termination (i) was at the request of a third party who has indicated an intention or taken steps reasonably calculated to effect a Change in Control (a “Third Party”) or (ii) otherwise occurred in connection with, or in anticipation of, a Change in Control, then for all purposes of this Agreement, the date of a Change in Control with respect to the Executive shall mean the date immediately prior to the date of such termination of the Executive’s employment.
1.4 Continuation Benefits. “Continuation Benefits” shall be the continuation of the Benefits, as defined in Section 5.1, for the period commencing on the Termination Date and terminating 18 months thereafter (the “Continuation Period”) at the Company’s expense on behalf of the Executive and her dependents, by payment of Executive’s COBRA premiums or otherwise; provided, however, that (a) any COBRA continuation benefit shall expire at an earlier date as provided by COBRA or in order to ensure that such benefit is not deemed to be a “discriminatory insured plan” as contemplated by the Public Health Service Act (as added by the Patient Protection and Affordable Care Act); and (b) the level and availability of benefits
provided during the Continuation Period shall at all times be subject to the post-employment conversion or portability provisions of the benefit plans. The Company’s obligation hereunder with respect to the foregoing benefits shall also be limited to the extent that if the Executive obtains any such benefits pursuant to a subsequent employer’s benefit plans, the Company may reduce the coverage of any benefits it is required to provide the Executive hereunder as long as the aggregate coverage and benefits of the combined benefit plans is no less favorable to the Executive than the coverage and benefits required to be provided hereunder. This definition of Continuation Benefits shall not be interpreted so as to limit any benefits to which the Executive, her dependents or beneficiaries may be entitled under any of the Company’s employee benefit plans, programs or practices following the Executive’s termination of employment, including, without limitation, retiree medical and life insurance benefits.
1.5 Disability. “Disability” shall mean either (A) the Executive’s mental or physical condition which renders the Executive eligible to receive disability benefits and is approved for payment by the Company’s long-term disability plan then in effect or (B) a physical or mental infirmity which impairs the Executive’s ability to substantially perform her duties with the Company for a period of ninety (90) consecutive days and the Executive has not returned to her full time employment prior to the Termination Date as stated in the “Notice of Termination” (as defined below).
1.6 Good Reason. “Good Reason” shall mean without the written consent of the Executive: (a) a material breach of any provision of this Agreement by the Company; (b) failure by the Company to pay when due any compensation to the Executive; (c) a reduction in the Executive’s total cash compensation payable hereunder as compared to the total cash compensation paid to the Executive hereunder for the prior year period; excluding, however, for the purposes of this provision, any compensation payable to the Executive that is subject to, or based on, the Executive’s achievement of performance targets; (d) failure by the Company to maintain the Executive in the positions referred to in Section 2.1 of this Agreement; (e) assignment to the Executive of any duties materially and adversely inconsistent with the Executive’s positions, authority, duties, responsibilities, powers, functions, reporting relationship or title or any other action by the Company that results in a material diminution of such positions, authority, duties, responsibilities, powers, functions, reporting relationship or title; or (f) within 180 days of the date on which a Change in Control event is legally consummated, either of the following events occurs without the written consent of the Executive: (A) the Executive ceases to serve as an “executive officer” of the Company (as such term is defined by the Securities Exchange Act of 1934, as amended), (B) any successor to the Company does not expressly assume all obligations of the Company under this Agreement. Notwithstanding the foregoing, however, the Executive agrees not to terminate her employment for Good Reason pursuant to this Section 1.6 unless (i) the Executive has given the Company at least 30 days’ prior written notice of her intent to terminate her employment for Good Reason, which notice shall specify the facts and circumstances constituting Good Reason; and (ii) the Company has not remedied such facts and circumstances constituting Good Reason to the reasonable and good faith satisfaction of the Executive within a 30-day period after receipt of such notice.
1.7 Notice of Termination. A “Notice of Termination” shall mean a written notice from the Company, or the Executive, of termination of the Executive’s employment which indicates the provision in this Agreement relied upon, if any and which sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive’s employment under the provision so indicated. A Notice of Termination served by the Company shall specify the effective date of termination.
1.8 Pro Rata Bonus. “Pro Rata Bonus” shall mean an amount equal to the maximum bonus Executive had an opportunity to earn pursuant to Section 4.3 multiplied by a fraction, the numerator of which shall be the number of days from the commencement of the fiscal year to the Termination Date, and the denominator of which shall be the number of days in the fiscal year in which Executive was terminated.
1.9 Severance Payment. “Severance Payment” shall mean an amount equal to the sum of 12 months of Executive’s Base Salary in effect on the Termination Date. The Severance Payment shall be payable in equal installments on each of the Company’s regular pay dates for executives during the twelve months commencing on the first regular executive pay date following the Termination Date. The Severance Payment is conditioned on the Executive executing a termination agreement and release in a form reasonably acceptable to the Executive and the Company.
1.10 Termination Date. “Termination Date” shall mean (a) in the case of the Executive’s death, her date of death; (b) in the case of Good Reason, 30 days from the date the Notice of Termination is given to the Company, provided the Company has not remedied such facts and circumstances constituting Good Reason to the reasonable and good faith satisfaction of the Executive; (c) in the case of termination of employment on or after the Expiration Date, the last day of employment; and (d) in all other cases, the date specified in the Notice of Termination; provided, however, if the Executive’s employment is terminated by the Company for any reason except Cause, the date specified in the Notice of Termination shall be at least 30 days from the date the Notice of Termination is given to the Executive, and provided further that in the case of Disability, the Executive shall not have returned to the full-time performance of her duties during such period of at least 30 days.
ARTICLE II
EMPLOYMENT
2.1 Subject to and upon the terms and conditions of this Agreement, the Company hereby agrees to employ the Executive, and the Executive hereby agrees to serve as, the President and Chief Executive Officer of the Company. The Executive’s position includes acting as an officer and/or director of any of the Company’s subsidiaries as determined by the Board of Directors. Upon the Effective Date, the Executive shall no longer serve as the Chief Financial Officer and Treasurer of the Company or any of its subsidiaries. The Company shall nominate Executive, and use its best efforts to have Executive elected, to the Board of Directors of the Company (the “Board”) throughout the term of this Agreement and if elected by the shareholders
of the Company, the Executive agrees to serve in this role. Unless otherwise determined by the Board, the Executive agrees to resign from the Board upon the termination of employment for any reason.
ARTICLE III
DUTIES
3.1 The Executive shall, during the term of her employment with the Company, and subject to the direction and control of the Company’s Board of Directors, report directly to the Board of Directors and shall exercise such authority, perform such executive duties and functions and discharge such responsibilities as are reasonably associated with her executive position or as may be reasonably assigned or delegated to her from time to time by the Company’s Board of Directors, consistent with the position of President and Chief Executive Officer.
3.2 The Executive shall perform, in conjunction with the Company’s executive management, to the best of her ability the following services and duties for the Company and its subsidiary corporations (by way of example, and not by way of limitation):
(a)Those duties attendant to the position of Chief Executive Officer and President;
(b)Establish and implement current and long-range objectives, plans, and policies, subject to the approval of the Board of Directors;
(c)Financial planning including the development of and liaison with, financing sources and investment bankers;
(d)Managerial oversight of the Company’s business;
(e)Shareholder relations;
(f)Compliance with local, state and federal regulations and laws governing business operations;
(g)Business expansion of the Company including acquisitions, joint ventures, and other opportunities; and
(h)Promotion of the relationships of the Company and its subsidiaries with their respective employees, customers, suppliers and others in the business community.
3.3 The Executive agrees to devote full business time and her best efforts in the performance of her duties for the Company and any subsidiary corporation of the Company.
3.4 Executive shall undertake regular travel to the Company’s executive and operational offices, and such other occasional travel within or outside the United States as is or may be reasonably necessary in the interests of the Company. All such travel shall be at the sole cost and expense of the Company and shall include reasonable lodging and food costs incurred by Executive while traveling.
ARTICLE IV
COMPENSATION
4.1 During the term of this Agreement, Executive shall be compensated initially at the rate of $600,000 per annum, effective on execution of this Agreement, subject to such increases, if any, as determined by the Board, or if the Board so designates, the Management Resources and Compensation Committee (the “Committee”), at the commencement of each of the Company’s fiscal years during the term of this Agreement (the “Base Salary”). The Committee shall review the Executive’s compensation at least once per year and effect such increases in the Base Salary as the Committee, in its sole discretion, determines are merited, based upon the Executive’s performance and consistent with the Company’s compensation policies.
4.2 The Base Salary shall be paid to the Executive in accordance with the Company’s regular executive payroll periods.
4.3 Commencing with the fiscal year ending September 30, 2027, for each fiscal year during the employment period, Executive shall be eligible to participate in the Company’s annual incentive bonus program. Pursuant to the Company’s annual incentive bonus program, Executive will have an opportunity to earn a cash bonus (the “Annual Bonus”) with a target payout of 100% of Executive’s Base Salary in effect at the beginning of the fiscal year (the “Target Bonus”) for each fiscal year of employment. At the commencement of each fiscal year, the Committee or the Board shall establish and communicate to the Executive the performance targets and other key objectives for the Company and/or the Executive (the “Performance Criteria”) and the formula(s) for determining the Annual Bonus, if any, that may be earned by the Executive. The payout of the Annual Bonus will be determined by the Committee and based on the achievement of the Performance Criteria. Notwithstanding anything else set forth in this Agreement, no Annual Bonus will be awarded if results are less than 85% of target Performance Criteria and no Annual Bonus payment shall be in excess of 150% of Executive’s Base Salary (corresponding to the fiscal year for the Annual Bonus opportunity). Unless otherwise addressed in Article IX, if Executive is employed by the Company in good standing on the last day of the applicable fiscal year, Executive will be entitled to receive an Annual Bonus for such year, solely to the extent earned, in an amount determined by the Committee (or Board) in accordance with such formula(s) set by the Committee (or Board) based on the actual performance of the Company and/or Executive relative to the Performance Criteria established by the Committee (or Board) for that fiscal year. Any Annual Bonus due to Executive pursuant to this Section 4.3 shall be paid in cash in a lump sum no later than 75 days following the fiscal year for which Executive’s right to the Annual Bonus was earned (or otherwise in a manner compliant with, or exempt from, Code Section 409A).
4.4 The Company shall deduct from Executive’s compensation all federal, state, and local taxes which it may now or hereafter be required to deduct.
4.5 Executive may receive such other additional compensation as may be determined from time to time by the Board of Directors or Committee including bonuses and other long-term compensation plans. Nothing herein shall be deemed or construed to require the Board of Directors or Committee to award any bonus or additional compensation.
4.6 Notwithstanding any other provisions in this Agreement to the contrary, the Executive agrees and acknowledges that any incentive-based compensation, or any other compensation, paid or payable to Executive pursuant to this Agreement or any other agreement or arrangement with the Company shall be subject to recoupment or clawback under any applicable law, government regulation, or stock exchange listing requirement, including without limitation, the Dodd-Frank Wall Street Reform and Consumer Protection Act and such regulations as have been or may be promulgated thereunder by the Securities and Exchange Commission and the principal exchange on which the Company’s securities are listed for trading, including Rule 5608 of the Nasdaq Listing Rules. Executive’s compensation will be subject to such deductions and clawback (recovery) as may be required to be made pursuant to applicable law, government regulation, stock exchange listing requirement or any policy of the Company adopted pursuant to any such law, government regulation, or stock exchange listing requirement, including pursuant to Rule 10D-1 as promulgated by the Securities and Exchange Commission and Rule 5608 of the Nasdaq Listing Rules. This section shall survive the termination of this Agreement for such minimum period of time as is required by applicable law or regulation.
ARTICLE V
BENEFITS
5.1 During the term hereof, the Company shall provide Executive with the following benefits (the “Benefits”): (a) group health care and insurance benefits as generally made available to the Company’s senior management; and (b) such other insurance benefits obtained by the Company and made generally available to the Company’s senior management. The Company shall reimburse Executive, upon presentation of appropriate vouchers, for all reasonable business expenses incurred by Executive on behalf of the Company upon presentation of suitable documentation.
5.2 In the event the Company wishes to obtain “Key Person” life insurance on the life of Executive, Executive agrees to cooperate with the Company in completing any applications necessary to obtain such insurance and promptly submit to such physical examinations and furnish such information as any proposed insurance carrier may request.
5.3 For the term of this Agreement, Executive shall be entitled to paid time off (“PTO”) in accordance with the Company’s PTO policy for senior executives as in effect on the
Effective Date or as amended during the term of this Agreement with the prior consent of the Committee.
ARTICLE VI
NON-DISCLOSURE
6.1 The Executive shall not, at any time during or after the termination of her employment hereunder, except when acting on behalf of and with the authorization of the Company, make use of or disclose to any person, corporation, or other entity, for any purpose whatsoever, any trade secret or other confidential information concerning the Company’s business, finances, marketing, accounting, personnel and/or staffing business of the Company and its subsidiaries, including information relating to any customer of the Company or pool of temporary or permanent employees, governmental customer or any other nonpublic business information of the Company and/or its subsidiaries learned as a consequence of Executive’s employment with the Company (collectively referred to as the “Proprietary Information”). For the purposes of this Agreement, trade secrets and confidential information shall mean information disclosed to the Executive or known by her as a consequence of her employment by the Company, whether or not pursuant to this Agreement, and not generally known in the industry. The Executive acknowledges that Proprietary Information, trade secrets and other items of confidential information, as they may exist from time to time, are valuable and unique assets of the Company, and that disclosure of any such information would cause substantial injury to the Company. Trade secrets and confidential information shall cease to be trade secrets or confidential information, as applicable, at such time as such information becomes public other than through disclosure, directly or indirectly, by Executive in violation of this Agreement.
6.2 If Executive is requested or required (by oral questions, interrogatories, requests for information or document subpoenas, civil investigative demands, or similar process) to disclose any Proprietary Information, Executive shall, unless prohibited by law, promptly notify the Company of such request(s) so that the Company may seek an appropriate protective order. Notwithstanding the foregoing, Executive understands that nothing contained in this Agreement limits Executive’s ability from reporting possible violations of federal law or regulation to any federal, state or local governmental agency or entity, including but not limited to the Department of Justice, the Securities and Exchange Commission, or any agency Inspector General (“Government Agencies”), or making other disclosures that are protected under the whistleblower provisions of federal law or regulation. Executive further understands that this Agreement does not limit Executive’s ability to communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to the Company. This Agreement does not limit Executive’s right to receive an award for information provided to any Government Agencies.
6.3 Except as otherwise may be agreed by the Company in writing, in consideration of the employment of Executive by the Company, and free of any additional obligations of the Company to make additional payment to Executive, Executive hereby agrees to irrevocably
assign to the Company any and all of Executive’s rights (including patent rights, copyrights, trade secret rights and other rights, throughout the world), title and interest in and to all inventions, software, manuscripts, documentation, improvements or other intellectual property whether or not protectable by any state or federal laws relating to the protection of intellectual property, relating to the present or future business of the Company that are developed by Executive during the term of her employment with the Company, either alone or jointly with others, and whether or not developed during normal business hours or arising within the scope of her duties of employment. Executive agrees that all such inventions, software, manuscripts, documentation, improvement or other intellectual property shall be and remain the sole and exclusive property of the Company and shall be deemed the product of work for hire. Executive hereby agrees to execute such assignments and other documents as the Company may consider appropriate to vest all right, title and interest therein to the Company and hereby appoints the Company as Executive’s attorney-in-fact with full powers to execute such document itself in the event Executive fails or is unable to provide the Company with such signed documents. Executive shall also assign to, or as directed by, the Company, all of her right, title and interest in and to any and all inventions and other intellectual property, the full title to which is required to be in the United States government of any of its agencies. The Company shall have all right, title and interest in all research and work product produced by Executive as an employee of the Company, including, but not limited to, all research materials. Notwithstanding the foregoing, this provision does not apply to an invention for which no equipment, supplies, facility, or trade secret information of the Company was used and which was developed entirely on Executive’s own time, unless (a) the invention relates (i) to the business of the Company, or (ii) to the Company’s actual or demonstrably anticipated research or development, or (b) the invention results from any work performed by Executive for the Company.
ARTICLE VII
RESTRICTIVE COVENANT
7.1 During the term of Employment with the Company, and for a period of one (1) year following termination of employment for any reason, Executive agrees that she will not, directly or indirectly, enter into or become associated with or engage in any “Competitive Business” (whether as a partner, officer, director, shareholder, employee, consultant, or otherwise), which for the purpose of this Agreement, means a company, business or organization engaged in the same or similar business as the Company in direct competition with the Company during the term of this Agreement or as of the Termination Date, or which the Company was in the process of developing as of the Termination Date, which, for purposes of clarification, includes without limitation, the provision of any program, product, or service that is competitive with programs, products, or services offered by the Company during the term of this Agreement and/or that was the subject of any capture effort, bid, offer or proposal activity by the Company in which the Grantee was personally and substantially involved. Notwithstanding the foregoing, the ownership by Employee of less than five percent of the shares of any publicly held corporation shall not violate the provisions of this Article VII.
7.2 In furtherance of, and in addition to, Section 7.1, during the period of non-competition specified in Section 7.1 (the “Restricted Period”), Executive shall not during the Restricted Period, directly or indirectly, whether as a principal, agent, employee, independent contractor, employer, partner or shareholder, in connection with or related to any Competitive Business, solicit (a) any actual customers, partners or contracts addressed by the Company during the tenure of Executive’s employment or (b) any customers, partners or contracts that were within the Company’s business development pipeline within the twelve month period ending on the effective date of the termination of employment. In addition, Executive will not during the Restricted Period, either directly or indirectly, whether as a principal, agent, employee, independent contractor, employer, partner or shareholder, solicit, hire, attempt to solicit or hire, or participate in any attempt to solicit or hire, any person who is employed by the Company or retained as a consultant by the Company (or who was employed or retained by the Company within 12 months of the Termination Date or who was being actively recruited by the Company) to: (A) terminate her employment or engagement with the Company; (B) accept employment or engagement with anyone other than the Company, or (C) in any manner interfere with the business of the Company.
7.3 Executive hereby acknowledges that the covenants and agreements contained in Article VI and Article VII of this Agreement (the “Restrictive Covenants”) are reasonable and valid in all respects and that the Company is entering into this Agreement, inter alia, on such acknowledgement. If Executive breaches, or threatens to commit a breach, of any of the Restrictive Covenants, the Company shall have the following rights and remedies, each of which rights and remedies shall be independent of the other and severally enforceable, and all of which rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company under law or in equity: (a) the right and remedy to have the Restrictive Covenants specifically enforced by any court having competent jurisdiction, it being acknowledged and agreed that any such breach or threatened breach may cause irreparable injury to the Company and that money damages may not provide an adequate remedy to the Company; (b) the right and remedy to require Executive to account for and pay over to the Company such damages as are recoverable at law as the result of any transactions constituting a breach of any of the Restrictive Covenants; (c) if any court determines that any of the Restrictive Covenants, or any part thereof, is invalid or unenforceable, the remainder of the Restrictive Covenants shall not thereby be affected and shall be given full effect, without regard to the invalid portions; and (d) if any court construes any of the Restrictive Covenants, or any part thereof, to be unenforceable because of the duration of such provision or the area covered thereby, such court shall have the power to reduce the duration or area of such provision and, in its reduced form, such provision shall then be enforceable and shall be enforced.
ARTICLE VIII
TERM
8.1 This Agreement shall be for a term (the “Initial Term”) commencing on the Effective Date as set forth above and terminating on September 30, 2029 (the “Expiration Date”), unless sooner terminated upon the death of the Executive, or as otherwise provided herein.
8.2 Unless this Agreement is earlier terminated pursuant to the terms hereof, upon expiration of the Initial Term, this Agreement and the term of the Executive’s employment shall automatically be extended for consecutive periods of one (1) year each (each such renewal period, a “Renewal Term”), unless a Notice of Termination of employment is given by either party hereto at least ninety (90) days prior to the expiration of the Initial Term or any Renewal Term, in which case, this Agreement shall terminate at the end of such Initial Term or Renewal Term, as the case may be. In the case of a renewal and unless otherwise agreed to in writing by the parties, the terms and conditions of this Agreement shall apply to any renewals or extensions thereto. In the event that the Company delivers a Notice of Termination prior to the expiration of the Initial Term or a Renewal Term for any reason other than Cause, then upon termination of the Executive’s employment on or after the expiration of the Initial Term or Renewal Term, the Company shall pay Executive the Severance Payment, Accrued Compensation and the Continuation Benefits.
ARTICLE IX
TERMINATION
9.1 The Company may terminate this Agreement by giving a Notice of Termination to the Executive in accordance with this Agreement:
(a)for Cause;
(b)without Cause; or
(c)for Disability or Death
9.2 Executive may terminate this Agreement by giving a Notice of Termination to the Company in accordance with this Agreement, at any time, with or without Good Reason.
9.3 If the Executive’s employment with the Company shall be terminated, the Company shall pay and/or provide to the Executive (or in the case of termination under Sections 9.3(b) or 9.3(c), pay and/or provide to the Executive’s designees or estate) the following compensation and benefits in lieu of any other compensation or benefits arising under this Agreement or otherwise:
(a)if the Executive was terminated by the Company for Cause, or the Executive terminates without Good Reason: the Accrued Compensation;
(b)if the Executive was terminated by the Company for Disability: (i) the Continuation Benefits; (ii) the Accrued Compensation; (iii) the Severance Payment; and (iv) the Pro-Rata Bonus;
(c)if termination was due to the Executive’s death: (i) the Accrued Compensation; (ii) the Continuation Benefits; and (iii) the Pro Rata Bonus;
(d)if the Executive was terminated by the Company without Cause, or the Executive terminates this Agreement for Good Reason: (i) the Accrued Compensation; (ii) the Continuation Benefits; (iii) the Pro Rata Bonus, and (iv) an amount equal to two (2) times the Severance Payment; or
(e)if subsequent to completion of the Company’s fiscal year ending September 30, 2027, the Executive terminates without Good Reason, and the Notice of Termination delivered by Executive is on or before the last day of the Company’s second fiscal quarter for the fiscal year in which such Notice of Termination is delivered, Executive shall receive (i) the Accrued Compensation and (ii) provided that the Annual Bonus for such fiscal year is earned, a pro rata portion of the Target Bonus for such fiscal year; provided, however, if such Notice of Termination is delivered after the end of the second fiscal quarter for the relevant year, the Executive shall receive (i) the Accrued Bonus and (ii) provided that the Annual Bonus for such fiscal year is earned, the Target Bonus for such fiscal year.
9.4 The amounts payable under this Section 9, shall be paid as follows:
(a)Accrued Compensation shall be paid within five (5) business days after the Executive’s Termination Date (or earlier, if required by applicable law).
(b)If the Continuation Benefits are paid in cash, the payments shall be made on the first day of each month during the Continuation Period (or earlier, if required by applicable law).
(c)The Severance Payment shall be payable in equal installments on each of the Company’s regular pay dates for executives (or earlier, if required by applicable law) during the twelve-month period for which Executive is entitled to the Severance Payment, commencing on the first regular executive pay date following the Termination Date.
Notwithstanding the foregoing, however, if Executive’s termination, giving rise to a right to Severance Payment and Continuation Benefits, occurs after March 15th of a given year, the payments of the Severance Payment and any payments for Continuation Benefits shall be accelerated to complete payment before March 15th of the year following termination if necessary to comply with the short term deferral exception under Section 409A of the Code to conform with the intent of Section 12.1 of this Agreement. The parties agree that if any such provision is subject to more than one interpretation or construction, such ambiguity shall be resolved in favor of that interpretation or construction which is consistent with such provisions not being subject to the provisions of Section 409A.
9.5 Notwithstanding the foregoing, the payment of any and all compensation due hereunder, except Accrued Compensation and Executive’s right to exercise any vested employee Stock Options after the Termination Date, is expressly conditioned on (i) in the event Employee
is a member of the Board of Directors on the Termination Date, Executive’s resignation from the Board of Directors of the Company and with any Subsidiary of the Company, within five (5) business days of notice by the Company requesting such resignation, (ii) Executive’s execution (and not revoking) a general release and waiver of claims against the Company in a form reasonably acceptable to the Executive and the Company, and (iii) full and continued compliance by Executive with the covenants and obligations described in Article VI and Article VII of this Agreement.
9.6 The Executive shall not be required to mitigate the amount of any payment provided for in this Agreement by seeking other employment or otherwise and no such payment shall be offset or reduced by the amount of any compensation or benefits provided to the Executive in any subsequent employment except as provided in Section 1.4.
ARTICLE X
EQUITY AND LONG-TERM INCENTIVE AWARDS
10.1 During the term of this Agreement, Executive shall be eligible to receive equity or performance awards, subject to the approval of the Committee, payable in shares of stock, restricted stock units, stock options, stock or cash-based performance awards, cash, or other vehicles pursuant to and allowed under any long-term incentive compensation plan adopted by the Committee or the Board. Equity and long-term incentive awards (together, “LTI Awards”) shall be granted under the Company’s 2025 Equity Incentive Plan, as amended, or such other long-term incentive compensation plan as may be adopted by the Company. The actual grant date value of any such LTI Awards shall be determined in the discretion of the Committee or Board and any such awards shall include such vesting conditions and other terms and conditions as determined by the Committee or the Board. As part of the Committee’s annual review of the Executive’s compensation, the Committee may, in its discretion, award additional LTI Awards to the Executive based upon the Executive’s and the Company’s performance and consistent with the Company’s equity compensation policies.
10.2 Notwithstanding the foregoing but subject to the approval of the Committee, upon the effective date of Executive’s appointment as the Chief Executive Officer and President of the Company, Executive will be granted restricted stock units under the Company’s 2025 Equity Incentive Plan, as amended. The actual grant date value of such award is anticipated to be seventy-five percent (75%) of the Executive’s initial Base Salary under this Agreement and vesting provided you maintain your employment with the Company for a period of three years. The actual grant date value of any such awards shall be determined in the discretion of the Committee or Board and shall include such vesting conditions and other terms and conditions as determined by the Committee or the Board.
10.3 In the event that Executive’s employment (i) is terminated due to her death or Disability or (ii) was terminated by the Company without Cause or the Executive terminates this Agreement and resigns employment for Good Reason (and in either case, without regard to whether such termination occurs within the one-hundred eighty (180) day period of a Change in
Control), then (a) following the Executive’s date of termination and subject to the conditions of Section 9.5, each unexpired option presently outstanding and held by Executive shall immediately vest and be exercisable in full and the exercise period in which Executive may exercise all such options shall be extended to the duration of their original term, and the terms of all such options shall be deemed amended to take into account the foregoing provisions; and (b) the treatment and vesting of any other equity incentive awards currently held by, or subsequently granted to, the Executive shall be governed by the equity incentive plan under which such equity award was granted, and to the extent specified therein, the applicable award agreement. Notwithstanding the foregoing, however, it is anticipated that the restricted stock unit award contemplated by Section 10.2 of this agreement shall provide that in the event that Executive’s employment is terminated by the Company without Cause or the Executive terminates this Agreement and resigns employment for Good Reason, regardless of whether such termination is within one-hundred eighty (180) days of a Change in Control, then, subject to the conditions of Section 9.5, such restricted stock unit award, to the extent that it is subject only to time-based vesting conditions, shall be deemed to be fully vested and free from repurchase and forfeiture provisions; provided that the vesting will not accelerate the distribution of shares underlying equity awards if such acceleration of distribution would trigger taxation under Section 409A of the Code.
ARTICLE XI
EXTRAORDINARY TRANSACTIONS
11.1 The Company’s Board of Directors has determined that it is appropriate to reinforce and encourage the continued attention and dedication of members of the Company's management, including the Executive, to their assigned duties without distraction in potentially disturbing circumstances arising from the possibility of a change in control of the Company.
11.2 In the event that within one hundred and eighty (180) days of a Change of Control, Executive is terminated without Cause, or Executive terminates her employment for Good Reason, then, subject to the conditions of Section 9.5, the Company shall pay and/or provide to the Executive, in addition to the provisions of Section 10.3, above, the following compensation and benefits, in lieu of any other payments due hereunder: (i) the Accrued Compensation; (ii) the Continuation Benefits; (iii) the Pro Rata Bonus, and (iv) a lump sum payment within ten (10) days of the Termination Date equal to 200% of the Executive’s Base Salary in effect on the effective date of the Change of Control.
11.3 Notwithstanding the foregoing, if the payment under this Article XI, either alone or together with other payments which the Executive has the right to receive from the Company, would constitute an “excess parachute payment” as defined in Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), the aggregate of such credits or payments under this Agreement and other agreements shall be reduced to the largest amount as will result in no portion of such aggregate payments being subject to the excise tax imposed by Section 4999 of the Code. The priority of the reduction of excess parachute payments shall be in the discretion of the Executive. The Company shall give notice to the Executive as soon as
practicable after its determination that Change of Control payments and benefits are subject to the excise tax, but no later than ten (10) days in advance of the due date of such Change of Control payments and benefits, specifying the proposed date of payment and the Change of Control benefits and payments subject to the excise tax. Executive shall exercise her option under this Section 11.3 by written notice to the Company within five (5) days in advance of the due date of the Change of Control payments and benefits specifying the priority of reduction of the excess parachute payments.
ARTICLE XII
SECTION 409A COMPLIANCE
12.1 To the extent applicable, it is intended that any amounts payable under this Agreement shall either be exempt from Section 409A of the Code or shall comply with Section 409A (including Treasury regulations and other published guidance related thereto) so as not to subject Executive to payment of any additional tax, penalty or interest imposed under Section 409A of the Code. The provisions of this Agreement shall be construed and interpreted to the maximum extent permitted to avoid the imputation of any such additional tax, penalty or interest under Section 409A of the Code yet preserve (to the nearest extent reasonably possible) the intended benefit payable to Executive. Notwithstanding the foregoing, the Company makes no representations regarding the tax treatment of any payments hereunder, and the Executive shall be responsible for any and all applicable taxes, other than the Company’s share of employment taxes on the severance payments provided by the Agreement. Executive acknowledges that Executive has been advised to obtain independent legal, tax or other counsel in connection with Section 409A of the Code.
12.2 Notwithstanding any provisions of this Agreement to the contrary, if Executive is a “specified employee” (within the meaning of Section 409A of the Code and the regulations adopted thereunder) at the time of Executive’s separation from service and if any portion of the payments or benefits to be received by Executive upon separation from service would be considered deferred compensation under Section 409A of the Code and the regulations adopted thereunder (“Nonqualified Deferred Compensation”), amounts that would otherwise be payable pursuant to this Agreement during the six-month period immediately following Executive’s separation from service that constitute Nonqualified Deferred Compensation and benefits that would otherwise be provided pursuant to this Agreement during the six-month period immediately following Executive’s separation from service that constitute Nonqualified Deferred Compensation will instead be paid or made available on the earlier of (i) the first business day of the seventh month following the date of Executive’s separation from service and (ii) Executive’s death. Notwithstanding anything in this Agreement to the contrary, distributions upon termination of Executive’s employment shall be interpreted to mean Executive’s “separation from service” with the Company (as determined in accordance with Section 409A of the Code and the regulations adopted thereunder). Each payment under this Agreement shall be regarded as a “separate payment” and not of a series of payments for purposes of Section 409A of the Code.
12.3 Except as otherwise specifically provided in this Agreement, if any reimbursement to which the Executive is entitled under this Agreement would constitute deferred compensation subject to Section 409A of the Code, the following additional rules shall apply: (i) the reimbursable expense must have been incurred, except as otherwise expressly provided in this Agreement, during the term of this Agreement; (ii) the amount of expenses eligible for reimbursement during any taxable year will not affect the amount of expenses eligible for reimbursement in any other taxable year; (iii) the reimbursement shall be made as soon as practicable after Executive’s submission of such expenses in accordance with the Company’s policy, but in no event later than the last day of Executive’s taxable year following the taxable year in which the expense was incurred; and (iv) the Executive’s entitlement to reimbursement shall not be subject to liquidation or exchange for another benefit.
ARTICLE XIII
ARBITRATION AND INDEMNIFICATION
13.1 Any controversy, dispute or claim arising out of or relating to this Agreement or breach thereof, with the sole exception of any claim, breach, or violation arising under Articles VI or VII hereof, shall be shall first be settled through good faith negotiation. If the dispute cannot be settled through negotiation, the parties agree to attempt in good faith to settle the dispute by mediation administered by JAMS. If the parties are unsuccessful at resolving the dispute through mediation, the parties agree to final and binding arbitration before a single arbitrator in the State of Georgia in accordance with the Rules of the American Arbitration Association (the “Association”). The arbitrator shall be selected by the mutual agreement of the Company and the Executive; provided, if the Company and Executive do not agree on the appointment of an arbitrator within fifteen calendar days from the date either party seeks to commence arbitration, the parties agree to the appointment of an Arbitrator by the Association in accordance with its Commercial Rules. Any judgment upon any arbitration award may be entered in any court, federal or state, having competent jurisdiction of the parties.
13.2 The Company hereby agrees to indemnify, defend, and hold harmless the Executive for any and all claims arising from or related to her employment by the Company at any time asserted, at any place asserted, to the fullest extent permitted by law, except for claims based on Executive’s fraud, deceit or willfulness. The Company shall maintain such insurance as is necessary and reasonable to protect the Executive from any and all claims arising from or in connection with her employment by the Company during the term of Executive’s employment with the Company and for a period of six (6) years after the date of termination of employment for any reason. The provisions of this Section 13.2 are in addition to and not in lieu of any indemnification, defense or other benefit to which Executive may be entitled by statute, regulation, common law or otherwise.
ARTICLE XIV
SEVERABILITY
14.1 If any provision of this Agreement shall be held invalid and unenforceable, the remainder of this Agreement shall remain in full force and effect. If any provision is held invalid or unenforceable with respect to particular circumstances, it shall remain in full force and effect in all other circumstances.
ARTICLE XV
NOTICE
15.1 For the purposes of this Agreement, notices and all other communications provided for in the Agreement shall be in writing and shall be deemed to have been duly given when (a) personally delivered or (b) sent by (i) a nationally recognized overnight courier service or (ii) certified mail, return receipt requested, postage prepaid and in each case addressed to the respective addresses as set forth below or to any such other address as the party to receive the notice shall advise by due notice given in accordance with this paragraph. All notices and communications shall be deemed to have been received on (A) if delivered by personal service, the date of delivery thereof; (B) if delivered by a nationally recognized overnight courier service, on the first business day following deposit with such courier service; or (C) on the third business day after the mailing thereof via certified mail. Notwithstanding the foregoing, any notice of change of address shall be effective only upon receipt. The current addresses of the parties are as follows:
| | | | | | | | |
If to the Company: DLH Holdings Corp. 3565 Piedmont Road, N.E. Building 3, Suite 700 Atlanta, GA 30305 Attention: Chairman of the Board | | With a copy to: Victor J. DiGioia, Esq. Becker & Poliakoff, P.A. 45 Broadway, 17th Floor New York, NY 10006 |
| | |
If to the Executive: Kathryn M. JohnBull 13110 Wheeler Way Herndon, VA 20171
| | With a copy to: Robert E. Rigrish, Esq. Bodker Ramsey Andrews Winograd & Wildstein, P.C. 3490 Piedmont Ave. N.E., Suite 1400 Atlanta, GA 30305 |
ARTICLE XVI
BENEFIT
16.1 This Agreement shall inure to, and shall be binding upon, the parties hereto, the successors and assigns of the Company, and the heirs and personal representatives of the Executive. The respective rights and obligations of the parties hereunder shall survive any
termination of this Agreement to the extent necessary to the intended preservation of such rights and obligations.
ARTICLE XVII
AMENDMENTS AND WAIVERS
17.1 No supplement, modification, amendment, or waiver of the terms of this Agreement shall be binding on the parties hereto unless executed in writing by the parties to this Agreement. No waiver of any of the provisions of this Agreement shall be deemed to or shall constitute a waiver of any other provisions hereof (whether or not similar), nor shall such waiver constitute a continuing waiver unless otherwise expressly provided. Any failure to insist upon strict compliance with any of the terms and conditions of this Agreement shall not be deemed a waiver of any such terms or conditions and the waiver by either party of any breach or violation of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach of construction and validity.
ARTICLE XVIII
GOVERNING LAW AND JURISDICTION
18.1 This Agreement has been negotiated and executed in the State of Georgia which shall govern its construction and validity. Any or all actions or proceedings which may be brought by the Company or Executive under this Agreement shall be brought in courts having a situs within the State of Georgia, and Executive and the Company each hereby consent to the jurisdiction of any local, state, or federal court located within the State of Georgia.
ARTICLE XIX
ENTIRE AGREEMENT
19.1 This Agreement sets forth the entire agreement between the parties and supersedes all prior agreements, letters and understandings between the parties, whether oral or written, prior to the date of execution of this Agreement, including, without limitation, the Executive Employee Agreement dated September 21, 2023, which agreement shall terminate on the Effective Date (except for such provisions that survive such termination). Notwithstanding the foregoing, however, this Agreement does not supersede or affect the terms of any cash-based incentive bonus plan, equity compensation plans and agreements or certificates evidencing grants of restricted stock units, options or other awards granted under the Company’s equity compensation plans (unless otherwise expressly stated herein) granted or awarded prior to the date of this Agreement. For purposes of clarity, this Agreement does not supersede or affect the annual cash bonus opportunity awarded to Executive for the Company’s fiscal year ending September 30, 2026.
ARTICLE XX
INTERPRETATION AND INDEPENDENT REPRESENTATION
20.1 The parties agree that they have both had the opportunity to review and negotiate this Agreement, and that any inconsistency or dispute related to the interpretation of any of the
provisions of this Agreement shall not be construed against either party. The headings used in this Agreement are for convenience only and are not to be considered in construing or interpreting this Agreement. The Executive has been advised and has had the opportunity to consult with an attorney or other advisor prior to executing this agreement. The Executive understands, confirms, and agrees that counsel to the Company (Becker & Poliakoff, P.A.) has not acted and is not acting as counsel to the Executive and that Executive has not relied upon any legal advice except as provided by its own counsel.
ARTICLE XXI
EXECUTION
21.1 This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party, it being understood that both parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature page was an original thereof.
Remainder of page intentionally left blank; signature page follows.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement and affixed their hands and seals the day and year first above written.
DLH HOLDINGS CORP.
By: __/s/ Stephen J. Zelkowicz_______________
Stephen J. Zelkowicz,
Chairperson of the Management Resources and Compensation Committee of the Board of Directors
EXECUTIVE
__/s/ Kathryn M. JohnBull ______________
Kathryn M. JohnBull,
Executive
Exhibit 10.2
www.dlhcorp.com
June 30, 2026
Steven Oroho
Dear Steve,
On behalf of DLH Holdings Corp. (“DLH”, or the “Company”), I am pleased to extend to you an offer of employment in the position of Chief Financial Officer. As discussed, the effective date of the commencement of your employment as Chief Financial Officer is July 1, 2026. Your role reports directly to the Chief Executive Officer of the Company, the Board of Directors of the Company, and the Audit Committee of the Company. In your capacity as the Chief Financial Officer of the Company, you are also being appointed as the Company’s Principal Accounting Officer and Treasurer as well as the Chief Financial Officer and Treasurer of all of the Company’s subsidiaries.
During the term of your employment with the Company, and subject to the direction and control of the Company’s Chief Executive Officer, Board of Directors and the Audit Committee of the Board of Directors, you shall exercise such authority, perform such executive duties and functions and discharge such responsibilities as are reasonably associated with your executive position or as may be reasonably assigned or delegated to you from time to time by the Company’s Chief Executive Officer, Board of Directors and the Audit Committee consistent with your position as Chief Financial Officer and Treasurer of the Company. In this role you will have responsibility, authority, and accountability for managing the Company’s financial operations, accounting and reporting functions, financing activities, and related administrative affairs, subject to the direction of the Chief Executive Officer, Board of Directors and the Audit Committee.
You agree to devote your full business time and best efforts in the performance of your duties for DLH and its subsidiaries. You understand that you will need to undertake regular travel to our executive and operational offices, and such other occasional travel within or outside the United States. All such travel shall be at the sole cost and expense of the Company and shall be in accordance with government Joint Travel Regulations (JTR) and current Company policy, which will include reasonable lodging and food costs incurred by you while traveling.
Cash Compensation. The Company will pay you an initial salary at the rate of $340,000 per year, less applicable Federal, state, local and elected withholdings, which will be paid in accordance with the Company’s normal payroll procedures. This salary will be subject to adjustment pursuant to the Company’s employee compensation policies and directions from the Management Resources & Compensation Committee of the Board (the “MRC Committee”). During your employment hereunder, the MRC Committee will review your performance and consider adjustments to your compensation as part of its annual merit increase process for the Company’s senior management team.
Incentive Compensation. Commencing with the fiscal year ending September 30, 2027, for each fiscal year during your employment, you will be eligible to participate in the Company’s annual incentive bonus program. Subject to the MRC Committee’s approval, pursuant to such program, you will have an opportunity to earn a cash bonus (the “Annual Bonus”) with a target payout of 70% of your base salary in
effect at the beginning of the fiscal year (the “Target Bonus”). At the commencement of each fiscal year, the MRC Committee or the Board shall establish the performance targets and other key objectives for the Company and/or you (the “Performance Criteria”) and the formula(e) for determining the Annual Bonus, if any, that may be earned. The payout of the Annual Bonus will be determined by the MRC Committee and based on the achievement of the Performance Criteria. Notwithstanding anything else set forth in this Agreement, no Annual Bonus will be awarded if results are less than 90% of target Performance Criteria and no Annual Bonus payment shall be in excess of 100% of your base salary corresponding to the fiscal year for the Annual Bonus opportunity. Further, you may receive such other additional compensation as may be determined from time to time by the Board of Directors or MRC Committee, including bonuses and other long-term compensation plans.
Equity Compensation. Subject to MRC Committee approval, you will be eligible to receive an initial grant of restricted stock units (“RSUs”). It is anticipated that the actual grant date value of the RSUs will be $200,000 and vesting provided you maintain your employment with the Company for a period of three years. In addition, you shall be eligible to receive additional equity or performance awards, subject to the approval of the MRC Committee, payable in shares of stock, restricted stock units, stock options, stock or cash-based performance awards, or other vehicles pursuant to and allowed under any long-term incentive compensation plan adopted by the MRC Committee or the Board. However, the actual grant date value of any such awards shall be determined in the discretion of the MRC Committee or Board and shall include such vesting conditions and other terms and conditions as determined by the MRC Committee or the Board. As part of the MRC Committee’s annual review of your compensation, the MRC Committee may, in its discretion, award additional equity incentive awards to you based upon you and the Company’s performance and consistent with the Company’s equity compensation policies.
Employee Benefit Program. As a DLH executive, you will be eligible to participate in the Company's employee benefit programs, including health and welfare benefits, retirement benefits, and other benefits generally made available to senior executives. You will be entitled to paid time off in accordance with the Company's senior executive PTO policy, as in effect from time to time with Committee approval. You will also be entitled to reimbursement for reasonable business expenses incurred in the performance of your duties in accordance with the Company's policies. Such benefits are subject to change, and may be supplemented, altered, or eliminated, in part or entirely. Any eligibility to participate in such benefit plans, as well as the terms thereof, shall be as set forth in the governing documents for such plans, or if there are no such governing documents, in the Company’s policies.
Severance and Change in Control. As an executive of the Company, you will be eligible to receive severance and change of control benefits under certain circumstances pursuant to the Change in Control, Severance and Covenant Agreement, to be provided to you separately (the “Severance Agreement”). Accordingly, your potential severance and change of control benefits and the terms and conditions thereof shall be set forth in the Severance Agreement.
At-will Employment. It is corporate policy to review performance on an annual basis. Employment is for no specified period of time and “at-will”. DLH is an “at-will” employer and employees have the right to resign their position at any time, with or without notice, and with or without cause. As an “at-will”
employer, DLH can terminate its employment relationship with our employees at any time, with or without notice, and with or without cause.
Company Policies. As a Company employee, you will be expected to abide by Company rules and regulations. You are required to sign an acknowledgement that you have read and understand the Company rules of conduct which will be included in an Employee Handbook, receipt of which you hereby acknowledge.
Clawback. Notwithstanding any other provision herein to the contrary, you agree and acknowledge that any incentive-based compensation, or any other compensation, paid or payable to you which is subject to recoupment or clawback under any applicable law, government regulation, or stock exchange listing requirement, including without limitation, the Dodd-Frank Wall Street Reform and Consumer Protection Act and such regulations as may be promulgated thereunder by the Securities and Exchange Commission, and the principal exchange on which the Company’s securities are listed for trading, including Rule 5608 of the Nasdaq Listing Rules. Your compensation will be subject to such deductions and clawback (recovery) as may be required to be made pursuant to applicable law, regulation, stock exchange listing requirement or any policy of the Company mandated in accordance with any such law, government regulation, or stock exchange listing requirement, including pursuant to Rule 10D-1 as promulgated by the Securities and Exchange Commission and Rule 5608 of the Nasdaq Listing Rules. This section shall survive the termination of this Agreement for such minimum period of time as is required by applicable law or regulation.
Contingencies. As a condition of employment, you hereby acknowledge and agree that the confidentiality, restrictive covenants, and other obligations set forth in that certain Invention Assignment and Confidentiality Agreement dated June 27, 2026 (the “Assignment and Confidentiality Agreement”) remain in full force and effect.
Indemnification. The Company hereby agrees to indemnify, defend, and hold you harmless for any and all claims arising from or related to your employment by the Company at any time asserted, at any place asserted, to the fullest extent permitted by law, except for claims based on your fraud, deceit or willfulness. The Company shall maintain such insurance as is necessary and reasonable to protect you from any and all claims arising from or in connection with your employment by the Company during the term of your employment with the Company and for a period of six (6) years after the date of termination of employment for any reason. The provisions of this paragraph are in addition to and not in lieu of any indemnification, defense or other benefit to which you may be entitled by statute, regulation, common law or otherwise.
Entire Agreement; Amendments. This letter, together with the above-referenced confidentiality and severance agreements sets forth the entire agreement between the parties and supersedes all prior agreements, letters and understandings between the parties, whether oral or written prior to the date of this letter, except for the terms of equity compensation plans and agreements or certificates evidencing grants of restricted stock units, options or other awards granted under the Company’s equity compensation plans (unless otherwise expressly stated herein). No modification, amendment or waiver of the terms of this letter shall be binding on the parties unless executed in writing by the parties to this letter. No waiver of
any of the provisions of this letter shall be deemed to or shall constitute a waiver of any other provisions hereof, nor shall such waiver constitute a continuing waiver unless otherwise expressly provided.
Interpretation and Review. The parties agree that they have both had the opportunity to review and negotiate this offer letter, and that any inconsistency or dispute related to the interpretation of any of the terms of this offer letter shall not be construed against either party. You have been advised and have had the opportunity to consult with an attorney or other advisor prior to executing this letter. You understand and agree that counsel to the Company (Becker & Poliakoff, P.A.) has not acted and is not acting as your counsel and that you have not relied upon any legal advice except as provided by your own counsel.
Severability; Benefit. If any provision of this offer letter shall be held invalid and unenforceable, the remainder of shall remain in full force and effect. If any provision is held invalid or unenforceable with respect to particular circumstances, it shall remain in full force and effect in all other circumstances. This offer letter shall inure to, and shall be binding upon, the parties hereto, the successors and assigns of the Company, and your heirs and personal representatives.
Governing Law. This letter has been negotiated and executed in the State of Georgia which shall govern its construction and validity.
Execution. This letter may be executed in two or more counterparts, which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party, it being understood that both parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of the party executing it with the same force and effect as if such facsimile or “.pdf” signature page was an original. To indicate your acceptance of this offer letter, please sign this letter in the space provided below and return it to me.
Signature Page Follows.
Steve, we believe your contributions to DLH will be invaluable.
Sincerely,
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DLH Holdings Corp. |
| Agreed and accepted as of the date set forth above: |
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By: | | /s/ Stephen J. Zelkowicz |
| By: | /s/ Steven Oroho |
Name: | | Stephen J. Zelkowicz |
| Name: | Steven Oroho |
Title: | | Chair, Management Resources and Compensation Committee |
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Signature page to Offer Letter.
CHANGE IN CONTROL, SEVERANCE AND COVENANT AGREEMENT
This Change in Control, Severance and Covenant Agreement (the “Agreement”) is made and entered into by and between Steven Oroho (“Employee”) and DLH Holdings Corp., a New Jersey corporation (the “Company”), on June 30, 2026 (the “Execution Date”) and shall be effective as of July 1, 2026 (the “Effective Date”).
Recitals
WHEREAS, pursuant to an employment offer letter executed as of the Execution Date (the “Offer Letter”), Employee will be appointed as the Chief Financial Officer of the Company upon the Effective Date;
WHEREAS, the Employee has entered into that certain Employee Invention Assignment and Confidentiality Agreement dated June 27, 2026 (the “Assignment and Confidentiality Agreement”);
WHEREAS, the Management Resources and Compensation Committee (the “Committee”) of the Company’s Board of Directors (the “Board”) believes that it is in the best interests of the Company and its stockholders (i) to assure that the Company will have the continued dedication and objectivity of Employee, notwithstanding the possibility, threat, or occurrence of a Change in Control and (ii) to provide Employee with an incentive to continue Employee’s employment prior to a Change in Control and to motivate Employee to maximize the value of the Company upon a Change in Control for the benefit of its stockholders; and
WHEREAS, the Committee believes that it is in the best interests of the Company to provide Employee with certain severance benefits upon Employee’s termination of employment under certain circumstances. These benefits will provide Employee with enhanced financial security and incentive and encouragement to remain with the Company, notwithstanding the possibility of a Change in Control.
NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, and in consideration of your continuing employment by the Company, the adequacy and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
Agreement
1. Term of Agreement. This Agreement will have an initial term of two years commencing on the Effective Date (the “Initial Term”). On the second anniversary of the Effective Date and each anniversary thereafter, this Agreement will renew automatically for additional one (1) year terms (each an “Additional Term”), unless either party provides the other party with written notice of non-renewal at least 60 days prior to the date of automatic renewal. If a Change in Control occurs when there are fewer than 90 days remaining during the Initial Term or an Additional Term, the term of this Agreement will extend automatically through the date that is 90 days following the effective date of the Change in Control. In the event that the Company elects not to renew this Agreement for an Additional Term, such election will be treated as a termination of Employee’s employment without Cause, with applicability under Section 3(a) and Section 3(b), dependent on whether the Company’s election not to renew occurs during a Change in Control Period. Accordingly, Employee will be eligible under such circumstances for severance benefits under either Section 3(a) or Section 3(b) of this Agreement, as the case may be. Certain capitalized terms used in the Agreement are defined in Section 10 below.
2. At-Will Employment. The Company and Employee acknowledge that Employee’s employment is and will continue to be at-will, as defined under applicable law. As an at-will employee, either the Company or the Employee may terminate the employment relationship at any time, with or without Cause.
3. Severance Benefits.
a. Termination without Cause or for Good Reason. If the Company terminates Employee’s employment with the Company without Cause (excluding death or Disability) or if Employee resigns from such employment for Good Reason, and in each case such termination occurs outside of the Change in Control Period, then subject to Section 4 of this Agreement, Employee will receive the following:
(i) Accrued Compensation. The Company will pay Employee all accrued but unpaid vacation, expense reimbursements, wages, unpaid bonuses and cash incentive compensation earned and awarded prior to the date of termination, and other benefits due to Employee under any Company-provided plans, policies, and arrangements (the “Accrued Compensation”). Accrued Compensation shall be paid within five (5) business days after the Termination Date (or earlier, if required by applicable law).
(ii) Severance Payments. Employee will be paid continuing payments of severance pay at a rate equal to Employee’s base salary rate, as in effect immediately before the Termination Date, for twelve (12) months from the date of such termination of employment (the “Severance Period”), to be paid periodically in accordance with the Company’s normal payroll policies. Severance payments during the Severance Period will not commence until the first Company payroll following the Release Deadline (as defined below), or, if later, such time as required by Section 9(a). Except as required by Section 9(a), any installment payments that would have been made to Employee during the 60-day period immediately following Employee’s separation from service but for the preceding sentence will be paid to Employee on the first Company payroll following the Release Deadline and the remaining payments will be made as provided in this Agreement.
(iii) Pro Rata Bonus. The Company will pay Employee an amount equal to the maximum bonus that Employee had an opportunity to earn pursuant to the Offer Letter multiplied by a fraction, the numerator of which shall be the number of days from the commencement of the fiscal year to the Termination Date, and the denominator of which shall be the number of days in the fiscal year in which Employee was terminated (the “Pro Rata Bonus”).
(iv) Continuation Coverage. The Company will provide the Continuation Benefits, as defined below, for the period of time specified in the definition of such term, as set forth in Section 10(e).
b. Termination without Cause or for Good Reason in Connection with a Change in Control. If the Company terminates Employee’s employment with the Company without Cause (excluding death or Disability) or if Employee resigns from such employment for Good Reason, and, in each case, such termination occurs during the Change in Control Period, then subject to Section 4 of this Agreement, Employee will receive the following:
(i) Accrued Compensation. The Company will pay Employee the Accrued Compensation within five (5) business days after the Termination Date (or earlier, if required by applicable law).
(ii) Severance Payment. Employee will receive a lump-sum payment (less applicable withholding taxes) equal to twelve (12) months of Employee’s annual base salary as in effect immediately prior to Employee’s termination date. Payment of the severance payment pursuant this Section 3(b)(ii) shall be made within 10 days of the Release Deadline or according to a payment schedule agreed upon by the Company and the Employee, or such later time as required by Section 9(a).
(iii) Pro Rata Bonus. The Company will pay Employee the Pro Rata Bonus.
(iv) Continuation Coverage. The Company will provide the Continuation Benefits, as defined below, for the period of time specified in the definition of such term, as set forth in Section 10(e).
c. Voluntary Resignation; Termination for Cause. If Employee’s employment with the Company terminates (i) voluntarily by Employee (other than for Good Reason) or (ii) for Cause by the Company, then Employee will only receive the Accrued Compensation. Employee will not be entitled to receive severance or other benefits except for those (if any) as may then be established under the Company’s then existing severance and benefits plans and practices or pursuant to other written agreements with the Company.
d. Disability; Death. If the Company terminates Employee’s employment as a result of Employee’s Disability, or Employee’s employment terminates due to Employee’s death, then Employee (or his or
her estate) will be entitled to receive the Accrued Compensation and the Continuation Benefits (for the period of time specified in Section 10(e)), but will not be entitled to receive any other severance or other benefits, except for those (if any) as may then be established under the Company’s then existing written severance and benefits plans and practices or pursuant to other written agreements with the Company.
e. Exclusive Remedy. In the event of a termination of Employee’s employment as set forth in Section 3(a) or (b) of this Agreement, the provisions of Section 3 are intended to be and are exclusive and in lieu of any other rights or remedies to which Employee or the Company otherwise may be entitled, whether at law, tort or contract, in equity, or under this Agreement (other than the payment of accrued but unpaid wages, as required by law, and any unreimbursed reimbursable expenses). Employee will be entitled to no benefits, compensation or other payments or rights upon a termination of employment other than those benefits expressly set forth in Section 3 of this Agreement.
f. Equity Awards. Unless otherwise set forth in an award agreement evidencing an Equity Award currently held by Employee or granted to Employee on or after the date of this Agreement, in the event of a termination of Employee’s employment with the Company:
(i) pursuant to Section 3(a), Section 3(b), or a voluntary termination by Employee without Good Reason, then (A) employee stock options held by Employee, solely to the extent vested as of the Termination Date, shall remain exercisable in accordance with the Plan (as defined below), but in no event after the expiration of the exercise period specified in the award agreement evidencing such option award(s) (it being agreed and acknowledged that unvested options shall be void immediately upon the Termination Date) and (B) any other equity incentive awards currently held by, or subsequently granted to, the Employee shall be governed by the terms of the Plan, or if specified therein, the applicable award agreement;
(ii) due to the Employee’s death, or Disability, (A) the Employee’s (or his estate’s or legal representative’s) right to purchase shares of Common Stock of the Company pursuant to any employee stock options held by Employee, solely to the extent vested as of the Termination Date, shall remain exercisable in accordance with the Plan, but in no event after the expiration of the exercise period specified in the award agreement evidencing such option award(s) (it being agreed and acknowledged that unvested options shall be void immediately upon the Termination Date) and (B) any other equity incentive awards currently held by, or subsequently granted to, the Employee shall be governed by the terms of the Plan, or if specified therein, the applicable award agreement; and
(iii) for Cause, Equity Awards that have not been exercised or vested as of the Termination Date shall terminate immediately and be null and void.
(iv) Notwithstanding the foregoing, however, it is anticipated that the restricted stock unit award contemplated by the Offer Letter shall provide that in the event that Employee’s employment is terminated by the Company without Cause or by the Employee for Good Reason, regardless of whether such termination is within one-hundred eighty (180) days of a Change in Control, then, subject to the conditions of Section 4 of this Agreement, such restricted stock unit award, to the extent that it is subject only to time-based vesting conditions, shall be deemed to be fully vested and free from repurchase and forfeiture provisions; provided that the vesting will not accelerate the distribution of shares underlying equity awards if such acceleration of distribution would trigger taxation under Section 409A of the Code.
g. The Employee shall not be required to mitigate the amount of any payment provided for in this Agreement by seeking other employment or otherwise and no such payment shall be offset or reduced by the amount of any compensation or benefits provided to the Employee in any subsequent employment, except with respect to Continuation Benefits.
4. Conditions to Receipt of Severance. The receipt of any severance payments or benefits (other than the Accrued Compensation) pursuant to this Agreement is subject to the occurrence of all of the following subparagraphs:
a. Employee signing and not revoking the Company’s customary separation and release of claims agreement (the “Release”), which must become effective and irrevocable no later than the 60th day following Employee’s termination of employment (the “Release Deadline”). If the Release does not become effective and irrevocable by the Release Deadline, Employee will forfeit any right to severance payments or benefits under this Agreement. In no event will severance payments or benefits be paid or provided until the Release actually becomes effective and irrevocable.
b. Employee’s resignation from all positions with the Company and its subsidiaries, including service on the board of directors thereof.
c. Employee’s receipt of any payments or benefits under Section 3 (other than the Accrued Compensation) will be subject to Employee continuing to comply with (x) the Release, (y) the terms of Sections 6 and 7 of this Agreement and (z) the terms of any other agreement entered into hereafter between the Employee and Company providing for confidentiality protection of the Company’s Proprietary Information, assignment of work product and covenants against competing with the Company, as the Release, this Agreement or such other agreement may be amended from time to time.
5. Limitations on Payments. In the event that the severance and other benefits provided for in this Agreement, either alone or together with other payments which the Employee has the right to receive from the Company, would constitute an “excess parachute payment” as defined in Section 280G of the Code, the aggregate of such credits or payments under this Agreement and other agreements shall be reduced to the largest amount as will result in no portion of such aggregate payments being subject to the excise tax imposed by Section 4999 of the Code. The priority of the reduction of excess parachute payments shall be in the discretion of the Employee. The Company shall give notice to the Employee as soon as practicable after its determination that Change in Control payments and benefits are subject to the excise tax, but no later than ten (10) days in advance of the due date of such Change in Control payments and benefits, specifying the proposed date of payment and the Change in Control benefits and payments subject to the excise tax. Employee shall exercise his option under this Section 5 by written notice to the Company within five (5) days in advance of the due date of the Change in Control payments and benefits specifying the priority of reduction of the excess parachute payments.
6. Confidentiality, Intellectual Property Rights and Restrictive Covenants. Employee agrees that the Assignment and Confidentiality Agreement, and the parties’ rights, remedies and obligations thereunder, shall remain in full force and effect in accordance with its terms, as if set forth in full herein and Employee shall abide by the provisions thereof.
7. Equitable Relief. Employee hereby acknowledges that the covenants and agreements set forth in the Assignment and Confidentiality Agreement are reasonable and valid in all respects and that the Company is entering into this Agreement, inter alia, on such acknowledgement. If Employee breaches, or threatens to commit a breach, of the Assignment and Confidentiality Agreement, the Company shall have the following rights and remedies, each of which rights and remedies shall be independent of the other and severally enforceable, and all of which shall be in addition to, and not in lieu of, any other rights and remedies available to the Company pursuant to the Assignment and Confidentiality Agreement, or under law or in equity: the right and remedy to have the Assignment and Confidentiality Agreement specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach or threatened breach will cause irreparable injury to the Company and that money damages will not provide an adequate remedy to the Company; and the right and remedy to require Employee to account for and pay over to the Company such damages as are recoverable at law as the result of any transactions constituting a breach of the Assignment and Confidentiality Agreement. The parties intend to and hereby confer jurisdiction to enforce the Assignment and Confidentiality Agreement upon the courts of any jurisdiction within the relevant geographical scope contemplated by such agreement. If the courts of any one or more such jurisdictions hold the Assignment and Confidentiality Agreement wholly unenforceable by reason of the breadth of such scope or otherwise, it is the intention of the parties that such determination not bar or in any way affect the Company’s right to the relief provided above in the courts of any other jurisdiction within the geographical scope of the Assignment and Confidentiality Agreement, as to breaches of such agreement in such other
jurisdictions, as they relate to each jurisdiction being, for this purpose, severable into diverse and independent covenants.
8. Reserved.
9. Section 409A of the Code.
a. To the extent applicable, it is intended that any amounts payable under this Agreement shall either be exempt from Section 409A of the Code or shall comply with Section 409A (including Treasury regulations and other published guidance related thereto) so as not to subject Employee to payment of any additional tax, penalty or interest imposed under Section 409A of the Code. The provisions of this Agreement shall be construed and interpreted to the maximum extent permitted to avoid the imputation of any such additional tax, penalty or interest under Section 409A of the Code yet preserve (to the nearest extent reasonably possible) the intended benefit payable to Employee. Notwithstanding the foregoing, the Company makes no representations regarding the tax treatment of any payments hereunder, and the Employee shall be responsible for any and all applicable taxes, other than the Company’s share of employment taxes on the severance payments provided by the Agreement. Employee acknowledges that Employee has been advised to obtain independent legal, tax or other counsel in connection with Section 409A of the Code.
b. Notwithstanding any provisions of this Agreement to the contrary, if Employee is a “specified employee” (within the meaning of Section 409A of the Code and the regulations adopted thereunder) at the time of Employee’s separation from service and if any portion of the payments or benefits to be received by Employee upon separation from service would be considered deferred compensation under Section 409A of the Code and the regulations adopted thereunder (“Nonqualified Deferred Compensation”), amounts that would otherwise be payable pursuant to this Agreement during the six-month period immediately following Employee’s separation from service that constitute Nonqualified Deferred Compensation and benefits that would otherwise be provided pursuant to this Agreement during the six-month period immediately following Employee’s separation from service that constitute Nonqualified Deferred Compensation will instead be paid or made available on the earlier of (i) the first business day of the seventh month following the date of Employee’s separation from service and (ii) Employee’s death. Notwithstanding anything in this Agreement to the contrary, distributions upon termination of Employee’s employment shall be interpreted to mean Employee’s “separation from service” with the Company (as determined in accordance with Section 409A of the Code and the regulations adopted thereunder). Each payment under this Agreement shall be regarded as a “separate payment” and not of a series of payments for purposes of Section 409A of the Code.
c. Except as otherwise specifically provided in this Agreement, if any reimbursement to which the Employee is entitled under this Agreement would constitute deferred compensation subject to Section 409A of the Code, the following additional rules shall apply: (i) the reimbursable expense must have been incurred, except as otherwise expressly provided in this Agreement, during the term of this Agreement; (ii) the amount of expenses eligible for reimbursement during any taxable year will not affect the amount of expenses eligible for reimbursement in any other taxable year; (iii) the reimbursement shall be made as soon as practicable after Employee’s submission of such expenses in accordance with the Company’s policy, but in no event later than the last day of Employee’s taxable year following the taxable year in which the expense was incurred; and (iv) the Employee’s entitlement to reimbursement shall not be subject to liquidation or exchange for another benefit.
10. Definition of Terms. The following terms referred to in this Agreement will have the following meanings:
a.Cause. “Cause” means any of the following: (i) an act of dishonesty made by Employee in connection with Employee’s responsibilities as an employee; (ii) Employee’s indictment for, conviction of, or plea of guilty or nolo contendere to, any crime involving fraud, embezzlement, bribery, kickback, theft or dishonesty, or any felony; (iii) conduct by Employee amounting to fraud, gross negligence, willful misconduct or recurring insubordination; (iv) Employee’s willful disobedience of a material and lawful instruction of the Chief Executive Officer or the Board of Directors of the Company, including Employee’s continued failure to perform his
employment duties, or Employee’s willful breach of any material obligations under any written agreement or covenant with the Company; or (v) failure to substantially perform his duties hereunder, other than during any period of illness or Disability. Notwithstanding the foregoing, however, that the Company shall not have the right to terminate the employment of Employee pursuant to the foregoing clauses (i), (iii), (iv), and (v) above unless written notice specifying such breach shall have been given to the Employee and, in the case of breach which is capable of being cured, the Employee shall have failed to cure such breach within thirty (30) days after his receipt of such notice.
b.Change in Control. “Change in Control” means the occurrence of any of the following events:
i.An acquisition (other than directly from the Company) of any voting securities of the Company (the “Voting Securities”) by any “Person” (as the term person is used for purposes of Section 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended (the “1934 Act”)) immediately after which such Person has “Beneficial Ownership” (within the meaning of Rule 13d-3 promulgated under the 1934 Act) of forty-nine percent (49%) or more of the combined voting power of the Company’s then outstanding Voting Securities; provided, however, that in determining whether a Change in Control has occurred, Voting Securities which are acquired in a “Non-Control Acquisition” (as defined below) shall not constitute an acquisition which would cause a Change in Control. A “Non-Control Acquisition” shall mean an acquisition by (1) an employee benefit plan (or a trust forming a part thereof) maintained by (x) the Company or (y) any corporation or other Person of which a majority of its voting power or its equity securities or equity interest is owned directly or indirectly by the Company (a “Subsidiary”), or (2) the Company or any Subsidiary. Notwithstanding the foregoing, a Change in Control shall not be deemed to occur solely because a Person (the “Subject Person”) gained Beneficial Ownership of more than the permitted amount of the outstanding Voting Securities as a result of the acquisition of Voting Securities by the Company which, by reducing the number of Voting Securities outstanding, increases the proportional number of shares Beneficially Owned by the Subject Person, provided that if a Change in Control would occur (but for the operation of this sentence) as a result of the acquisition of Voting Securities by the Company, and after such share acquisition by the Company, the Subject Person becomes the Beneficial Owner of any additional Voting Securities which increases the percentage of the then outstanding Voting Securities Beneficially Owned by the Subject Person, then a Change in Control shall occur.
ii.The individuals who, as of the date this Agreement is approved by the Board, are members of the Board (the “Incumbent Board”), cease for any reason to constitute at least two-thirds of the Board; provided, however, that if the election, or nomination for election by the Company’s stockholders, of any new director was approved by a vote of at least two-thirds of the Incumbent Board, such new director shall, for purposes of this Agreement, be considered and defined as a member of the Incumbent Board; and provided, further, that no individual shall be considered a member of the Incumbent Board if such individual initially assumed office as a result of either an actual “Election Contest” (as described in Rule 14a-11 promulgated under the 1934 Act) or other solicitation of proxies or consents by or on behalf of a Person other than the Board (a “Proxy Contest”); or
iii.Consummation of either: (A) a merger, consolidation or reorganization involving the Company, unless: (1) the stockholders of the Company, immediately before such merger, consolidation or reorganization, own, directly or indirectly immediately following such merger, consolidation or reorganization, at least fifty percent (50%) of the combined voting power of the outstanding voting securities of the corporation resulting from such merger or consolidation or reorganization (the “Surviving Corporation”) in substantially the same proportion as their ownership of the Voting Securities immediately before such merger, consolidation or reorganization, (2) the individuals who were members of the Incumbent Board immediately prior to the execution of the agreement providing for such merger, consolidation or reorganization constitute at least two-thirds of the members of the board of directors of the Surviving Corporation, and (3) no Person (other than the Company, any Subsidiary, any employee benefit plan (or any trust forming a part thereof) maintained by the Company, the Surviving Corporation or any Subsidiary) becomes Beneficial Owner of forty-nine percent (49%) or more of the combined voting power of the Surviving Corporation’s then outstanding voting securities as a result of such merger, consolidation or reorganization, a transaction described in clauses (1) through (3) shall herein be referred to as a “Non-Control Transaction”; or (B) the sale or other disposition of all or substantially all of the assets of the Company, to any Person, other than a transfer to a Subsidiary, in one transaction or a series of related
transactions; or (C) the Company’s stockholders approve any plan or proposal for the liquidation or dissolution of the Company.
iv.Notwithstanding anything herein to the contrary, if the Employee’s employment is terminated prior to a Change in Control and the Employee reasonably demonstrates that such termination (i) was at the request of a third party who has indicated an intention or taken steps reasonably calculated to effect a Change in Control (a “Third Party”) or (ii) otherwise occurred in connection with, or in anticipation of, a Change in Control, then for all purposes of this Agreement, the date of a Change in Control with respect to the Employee shall mean the date immediately prior to the date of such termination of the Employee’s employment.
c.Change in Control Period. “Change in Control Period” means the period beginning one hundred and eighty (180) days prior to, and ending one hundred and eighty (180) days following, a Change in Control.
d. Code. “Code” means the Internal Revenue Code of 1986, as amended.
e.Continuation Benefits. “Continuation Benefits” shall be the continuation of the benefits, as detailed in the Offer Letter, for the period commencing on the Termination Date and terminating 12 months thereafter, or such other period as specifically stated herein (the “Continuation Period”) at the Company’s expense on behalf of the Employee and his dependents; and the level and availability of benefits provided during the Continuation Period shall at all times be subject to the post-employment conversion or portability provisions of the benefit plans. The Company’s obligation hereunder with respect to the foregoing benefits shall also be limited to the extent that if the Employee is eligible to obtain any such benefits pursuant to a subsequent employer’s benefit plans, the Company may reduce the coverage of any benefits it is required to provide the Employee hereunder as long as the aggregate coverage and benefits of the combined benefit plans is no less favorable to the Employee than the coverage and benefits required to be provided hereunder. This definition of Continuation Benefits shall not be interpreted so as to limit any benefits to which the Employee, his dependents or beneficiaries may be entitled under any of the Company’s employee benefit plans, programs or practices following the Employee’s termination of employment, including, without limitation, retiree medical and life insurance benefits.
f.Disability. “Disability” shall mean a physical or mental infirmity which impairs the Employee’s ability to substantially perform his duties with the Company for a period of ninety (90) consecutive days and the Employee has not returned to his full-time employment prior to the Termination Date as stated in the “Notice of Termination” (as defined below).
g.Equity Awards. “Equity Awards” means Employee’s outstanding stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares, performance stock units and any other Company equity compensation awards.
h.Good Reason. “Good Reason” means Employee’s voluntary termination, within 30 days following the expiration of any Company cure period (discussed below) following the occurrence of one or more of the following, without Employee’s consent: (a) a material breach of any provision of this Agreement by the Company; (b) failure by the Company to pay when due any compensation to the Employee; (c) a reduction in the Employee’s total cash compensation (as set forth in the Offer Letter) as compared to the total cash compensation paid to the Employee for the prior year period; excluding, however, for the purposes of this provision, any compensation payable to the Employee that is subject to, or based on, the Employee’s achievement of performance targets; (d)(i) failure by the Company to maintain the Employee in the position referred to in the Offer Letter or (ii) assignment to the Employee of any duties materially inconsistent with the Employee’s positions, authority, duties, responsibilities, powers, functions, reporting relationship or title or any other action by the Company that results in a material diminution of such positions, authority, duties, responsibilities, powers, functions, reporting relationship or title, as contemplated by the Offer Letter (excluding in either case of clause (i) or (ii) of this Section 10(h)(d), a reduction or change following an internal corporate restructuring where Employee assumes similar functional duties; or (e) within 180 days following a Change in Control, either (A) the Employee ceases to serve as an "executive officer" of the Company (as such term is defined in the Securities Exchange Act of 1934), or (B) a successor to the
Company does not expressly assume all obligations of the Company under this Agreement; and provided further, however, that the Employee agrees not to terminate his employment for Good Reason pursuant to clauses (a) through (e) unless (i) the Employee has given the Company at least 30 days’ prior written notice of his intent to terminate his employment for Good Reason, which notice shall specify the facts and circumstances constituting Good Reason; and (ii) the Company has not remedied such facts and circumstances constituting Good Reason to the reasonable and good faith satisfaction of the Employee within a 30-day period after receipt of such notice.
i.Notice of Termination. A “Notice of Termination” shall mean a written notice from the Company or Employee of termination of the Employee’s employment which indicates the provision in this Agreement relied upon, if any and which sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Employee’s employment under the provision so indicated. A Notice of Termination served by the Company shall specify the effective date of termination.
j.Plan. The “Plan” means (a) for Equity Awards granted prior to March 13, 2025, the Company’s 2016 Omnibus Equity Incentive Plan, as amended and (b) for Equity Awards granted after such date, either the 2025 Equity Incentive Plan, as amended, or another plan, approved by the Board and adopted by the shareholders of the Company, pursuant to which employees of the Company may acquire equity securities of the Company.
k.Termination Date. “Termination Date” shall mean the date specified in the Notice of Termination which (a) in the case of the Employee’s death, shall be his date of death; (b) in the case of Disability, the Employee shall not have returned to the full-time performance of his duties within 30 days from the date such Notice of Termination is given; (c) in the case of a termination by the Company (other than a termination for Cause), shall not be less than 30 days from the date such Notice of Termination is given; and (d) in the case of a termination by Employee, shall not be less than 15 nor more than 30 days from the date such Notice of Termination is given (provided, however, if Employee seeks to terminate employment for Good Reason, then such notice must be at least 30 days from the date the Notice of Termination is given to the Company, and provided further that the Company has not remedied such facts and circumstances constituting Good Reason to the reasonable and good faith satisfaction of the Employee).
11. Successors.
a. The Company’s Successors. Any successor to the Company (whether direct or indirect and whether by purchase, merger, consolidation, liquidation or otherwise) to all or substantially all of the Company’s business and/or assets will assume the obligations under this Agreement and agree expressly to perform the obligations under this Agreement in the same manner and to the same extent as the Company would be required to perform such obligations in the absence of a succession. For all purposes under this Agreement, the term “Company” will include any successor to the Company’s business and/or assets or which becomes bound by the terms of this Agreement by operation of law.
b. Employee’s Successors. The terms of this Agreement and all rights of Employee hereunder will inure to the benefit of, and be enforceable by, Employee’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees.
12. Notice.
a. General. Notices and all other communications contemplated by this Agreement will be in writing and will be deemed to have been duly given when sent electronically or personally delivered when mailed by U.S. registered or certified mail, return receipt requested and postage prepaid or when delivered by a nationally-recognized private courier service that has tracking capability. In the case of Employee, notices will be sent to the e-mail address or addressed to Employee at the home address, in either case which Employee most recently communicated to the Company in writing. In the case of the Company, electronic notices will be sent to the e-mail addresses of the Chief Executive Officer and mailed notices will be addressed to its corporate headquarters, and all notices will be directed to the attention of its Chief Executive Officer.
b. Notice of Termination. Any termination of Employee’s employment will be communicated by delivery of a Notice of Termination to the other party in accordance with Section 12(a) of this Agreement. Such notice will indicate the specific termination provision in this Agreement relied upon, will set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination under the provision so indicated, and will specify the termination date in accordance with Section 10(k).
13. Resignation. Upon the termination of Employee’s employment for any reason, Employee will be deemed to have resigned from all officer and/or director positions held at the Company and its affiliates voluntarily, without any further required action by Employee, as of the end of Employee’s employment and Employee, at the Company’s request, will execute any documents reasonably necessary to reflect Employee’s resignation.
14. Arbitration. Any controversy, dispute or claim arising out of or relating to this Agreement or breach thereof, with the sole exception of any claim, breach, or violation arising the Assignment and Confidentiality Agreement, shall be shall first be settled through good faith negotiation. If the dispute cannot be settled through negotiation, the parties agree to attempt in good faith to settle the dispute by mediation administered by JAMS. If the parties are unsuccessful at resolving the dispute through mediation, the parties agree to final and binding arbitration before a single arbitrator in the State of Georgia in accordance with the Rules of the American Arbitration Association. The arbitrator shall be selected by the Association and shall be an attorney-at-law experienced in the field of corporate law. Any judgment upon any arbitration award may be entered in any court, federal or state, having competent jurisdiction of the parties.
15. Miscellaneous Provisions.
a. Amendments and Waiver. No provision of this Agreement will be amended, modified, waived or discharged unless the amendment, modification, waiver or discharge is agreed to in writing and signed by Employee and by an authorized officer of the Company (other than Employee). No waiver by either party of any breach of, or of compliance with, any condition or provision of this Agreement by the other party will be considered a waiver of any other condition or provision or of the same condition or provision at another time. Any failure to insist upon strict compliance with any of the terms and conditions of this Agreement shall not be deemed a waiver of any such terms or conditions.
b. Headings. All captions and section headings used in this Agreement are for convenient reference only and do not form a part of this Agreement.
c. Entire Agreement. This Agreement, together with the Assignment and Confidentiality Agreement and Offer Letter, constitutes the entire agreement of the parties hereto and supersedes in their entirety all prior representations, understandings, undertakings or agreements (whether oral or written and whether expressed or implied) of the parties with respect to the subject matter hereof, including, but not limited to, any prior severance agreement and/or any accelerated vesting terms set forth in an individual equity award agreement. Notwithstanding the foregoing, however, nothing herein shall be interpreted to supersede or otherwise reduce or limit the (i) specific compensation arrangements (including the bonus and equity award) and (ii) eligibility for benefits, in each case as set forth in the Offer Letter.
d. Choice of Law. The validity, interpretation, construction and performance of this Agreement will be governed by the laws of the State of Georgia (with the exception of its conflict of laws provisions).
e. Severability. The invalidity or unenforceability of any provision or provisions of this Agreement will not affect the validity or enforceability of any other provision hereof, which will remain in full force and effect. If any provision is held invalid or unenforceable with respect to particular circumstances, it shall remain in full force and effect in all other circumstances.
f. Withholding. All payments made pursuant to this Agreement will be subject to withholding of applicable income, employment and other taxes.
g. Execution. This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party, it being understood that both parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature page was an original thereof.
h. Interpretation and Independent Representation. The parties agree that they have both had the opportunity to review and negotiate this Agreement, and that any inconsistency or dispute related to the interpretation of any of the provisions of this Agreement shall not be construed against either party. The headings used in this Agreement are for convenience only and are not to be considered in construing or interpreting this Agreement. The Employee has been advised and had the opportunity to consult with an attorney or other advisor prior to executing this agreement. The Employee understands, confirms and agrees that counsel to the Company (Becker & Poliakoff, P.A.) has not acted and is not acting as counsel to the Employee and that Employee has not relied upon any legal advice except as provided by its own counsel.
Remainder of page intentionally left blank; signature page follows.
IN WITNESS WHEREOF, each of the parties has executed this Agreement, in the case of the Company by its duly authorized officer, as of the Effective Date.
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DLH Holdings Corp. |
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By: | | /s/ Stephen J. Zelkowicz |
Name: | | Stephen J. Zelkowicz |
Title: | | Chairperson of the Management Resources and Compensation Committee of the Board of Directors |
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Employee |
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By: | | /s/ Steve Oroho |
Name: | | Steve Oroho |
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[signature page of the Change in Control, Severance and Covenant Agreement]
DLH Announces Leadership Transition
Zach Parker to Retire; Kathryn JohnBull Appointed CEO; Steve Oroho Appointed CFO
June 30, 2026
ATLANTA, June 30, 2026 – DLH Holdings Corp. (NASDAQ: DLHC) (“DLH” or the “Company”), a leading provider of digital transformation and cybersecurity, systems engineering and integration, and science research and development solutions to federal agencies, today announced the following leadership changes:
•Zach Parker will retire from the role of Chief Executive Officer
•The Board has appointed Kathryn JohnBull as CEO
•The Board has appointed Steve Oroho as Chief Financial Officer
Zach Parker
Zach Parker will retire as DLH’s Chief Executive Officer and President effective at the close of business on June 30, 2026. To support a smooth leadership transition, Mr. Parker will remain with the Company as an advisor to the Board and incoming CEO through the end of the current fiscal year. He will continue to serve as a member of the Board and beginning in fiscal 2027 will serve as a consultant to the Company in support of certain strategic growth pursuits.
“Sixteen years ago, Zach Parker became the CEO of a $35 million revenue company that was insignificant to the Government Services industry,” said Chairman of the Board Rick Wasserman. “He built a team, and together, they built that organization into the DLH of today. His accomplishments have been exemplary in shaping the Company’s success and creating significant value for our shareholders and career opportunities for our employees. We are grateful for his leadership and pleased that the Company will continue to benefit from his deep industry knowledge, strategic perspective, and longstanding relationships through his continued service on the Board. We are also appreciative that the team he built is uniquely qualified and well positioned to lead us into the future. We wish Zach a long and enjoyable retirement and much happiness in the future.”
"I am proud of what our team has accomplished and excited about DLH's future," said Mr. Parker. "After 16 years as CEO, I believe this planned transition represents the right next step for the Company and for me personally. Kathryn has been a close partner, and I have great confidence in her ability to lead the Company through its next chapter. I look forward to supporting Kathryn, the leadership team, and the Board as we continue working to create sustainable long-term value for our shareholders."
Kathryn JohnBull
Kathryn JohnBull has been appointed as DLH’s Chief Executive Officer and President upon Mr. Parker’s retirement. Ms. JohnBull brings deep public-company leadership experience, financial discipline, and a thorough understanding of the government services market to her new role. She joined DLH as Chief Financial Officer in 2012, and has been central to the Company’s growth, acquisition strategy, capital markets activities, financial operations, and investor engagement.
“Kathryn is exceptionally well prepared to lead DLH at this important moment in the Company’s evolution,” Mr. Wasserman continued. “During her 14 years with us, she has demonstrated a strong combination of leadership skills, financial acumen, operating discipline, customer understanding, and public-company experience. This promotion is well earned, and the Board is confident that Kathryn and her leadership team are well positioned to advance the Company’s strategy and compete for new business opportunities, which create value for our shareholders.”
“I am honored to lead DLH as we enter the next stage of our corporate journey,” said Ms. JohnBull. “Our company has been built by talented people, highly valued customer relationships, and an unwavering commitment to supporting critical government missions. As we look ahead, our focus will be clear: executing with discipline and excellence, delivering exceptional value for our customers, and investing in and empowering our employees. By embracing innovation and strengthening the capabilities that differentiate DLH, we will continue building a company where our employees will grow, our customers will be well served, and our business will thrive.”
Steve Oroho
Steve Oroho has been appointed as DLH’s Chief Financial Officer and Treasurer upon Ms. JohnBull’s appointment as CEO. Mr. Oroho joined DLH in 2018 and has served as Senior Vice President, Finance & Accounting. In that role, he has played an important part in the Company’s financial reporting, strategic planning, accounting, treasury, and business operations support. As Chief Financial Officer, Mr. Oroho will lead DLH’s finance organization, including accounting, financial planning and analysis, treasury, tax, investor relations, and related financial operations.
“Steve has been an important member of DLH’s finance leadership team and brings deep knowledge of the Company’s operations, financial systems, and strategic priorities,” said Ms. JohnBull. “His experience, judgment, and commitment to disciplined execution will serve DLH well as we continue to advance our strategic and financial objectives.”
“I am grateful for the opportunity to serve as DLH’s Chief Financial Officer,” said Mr. Oroho. “I look forward to continuing to work closely with Kathryn, the Board, and our leadership team to support our customers, strengthen our operating performance, and create sustainable value for our shareholders.”
About DLH:
DLH (NASDAQ: DLHC) enhances technology, public health, and cyber security readiness missions through science, technology, cyber, and engineering solutions and services. Our experts solve some of the most complex and critical missions faced by federal customers, leveraging digital transformation, artificial intelligence, advanced analytics, cloud-based applications, telehealth systems, and more. With a world-class workforce dedicated to the idea that “Your Mission is Our Passion,” DLH brings a unique combination of government sector experience, proven methodology, and unwavering commitment to innovative solutions to improve the lives of millions. For more information, visit www.DLHcorp.com.
Contact Information:
Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995:
This press release may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements relate to future events or DLH`s future financial performance. Any statements that refer to expectations, projections or other characterizations of future events or circumstances or that are not statements of historical fact (including without limitation statements to the effect that the Company or its management “believes”, “expects”, “anticipates”, “plans”, “intends” and similar expressions) should be considered forward-looking statements that involve risks and uncertainties which could cause actual events or DLH’s actual results to differ materially from those indicated by the forward-looking statements. Forward-looking statements in this release include, among others, statements regarding the anticipated use of proceeds. These statements reflect our belief and assumptions as to future events that may not prove to be accurate. Our actual results may differ materially from such forward-looking statements due to a variety of factors, including: the failure to achieve the anticipated benefits of any future acquisition (including anticipated future financial operating performance and results); the inability to retain employees and customers; contract awards in connection with re-competes for present business and/or competition for new business; our ability to manage our debt obligations; compliance with bank financial and other covenants; changes in client budgetary priorities; government contract procurement (such as bid and award protests, small business set asides, loss of work due to organizational conflicts of interest, etc.) and termination risks; significant delays or reductions in appropriations for our programs and broader changes in U.S. government funding and spending patterns; legislation that amends or changes discretionary spending levels or budget priorities; legal, regulatory, and political changes from the federal government that could result in economic uncertainty; the impact of inflation and higher interest rates; and other risks described in our SEC filings. For a discussion of such risks and uncertainties which could cause actual results to differ from those contained in the forward-looking statements, see “Risk Factors” in the Company’s periodic reports filed with the SEC, including our Annual Report on Form 10-K for the fiscal year ended September 30, 2025, as well as interim quarterly filings thereafter. The forward-looking statements contained herein are not historical facts, but rather based on current expectations, estimates, assumptions and projections about our industry and business.
Such forward-looking statements are made as of the date hereof and may become outdated over time. The Company does not assume any responsibility for updating forward-looking statements.
