JVA 8-K
Coffee Holding Co Inc (JVA)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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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 February 26, 2026, with the approval of its board of directors, Coffee Holding Co., Inc., a Nevada corporation (the “Company”), entered into an amendment to its Amended and Restated Employment Agreement (the “Amendment”), dated April 11, 2008, between the Company and Andrew Gordon, the Company’s President, Chief Executive Officer, Chief Financial Officer and Treasurer.
Under the Amendment, (i) Mr. Gordon agreed to a reduction in his base salary from $325,000 to $80,000 per annum, (ii) Mr. Gordon was granted a right to receive an incentive bonus of $1.6 million if he remains employed with the Company until January 1, 2030 (such bonus to be paid by March 16, 2030) and (iii) Mr. Gordon will be required to enter into a general release in order to receive severance benefits.
The foregoing description does not purport to be complete and is qualified in its entirety by the Amendment, a copy of which is attached hereto as Exhibit 10.1.
Item 9.01. Financial Statements and Exhibits.
| Exhibit No. | Description of Exhibit | |
| 10.1 | Amendment No. 1 to Amended and Restated Employment Agreement, dated as of February 26, 2026, by and between Andrew Gordon and Coffee Holding Co., Inc. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
| Coffee Holding Co., Inc. | ||
| By: | /s/ Andrew Gordon | |
| Name: | Andrew Gordon | |
| Title: | President and Chief Executive Officer | |
| Date: February 27, 2026 | ||
Exhibit 10.1
AMENDMENT NO. 1 TO AMENDED AND
RESTATED EMPLOYMENT AGREEMENT
This Amendment No. 1 To Amended and Restated Employment Agreement (the “Amendment”) is made and entered into as of last date that appears below the parties’ signature lines on the last page of this Amendment, by and between Coffee Holding Co., Inc. (“Company”) and Mr. Andrew Gordon, an individual, (the “Executive”) (each individually, a “Party,” and collectively, the “Parties”).
WHEREAS, the Company entered into that certain Amended and Restated Employment Agreement, dated April 11, 2008 (the “Agreement”) with Executive;
WHEREAS, the Parties wish to amend the Agreement as set forth herein; and
WHEREAS, the defined terms in the Agreement shall have the same meaning as in the Agreement when used in this Amendment.
NOW, THEREFORE, in consideration of the mutual covenants, promises, and obligations, set forth herein, the Parties agree that the Agreement is hereby amended as follows:
I. Amendments To The Agreement.
A. Section 3.1 of the Agreement is hereby deleted in its entirety and replaced by the following text:
Section 3.1 Base Salary. Beginning on February 1, 2026, and continuing during the Employment Term, as compensation for services hereunder and in consideration for the protective covenants set forth in Article V of this Agreement, Executive shall be paid base salary at an annual rate of $80,000.00 (Eighty Thousand Dollars) or such greater amount as may from time to time be approved by the Compensation Committee of the Board (the “Base Salary”). Base Salary shall be paid to Executive in accordance with the Company’s normal payroll practices.
B. The following text is hereby added to the Agreement between Section 3.2 and Section 3.3:
Section 3.2.1 Incentive Bonus.
(a) Executive is eligible to receive a bonus incentive payment (“Incentive Bonus”) in the gross amount of $1,600,000.00 (One Million Six Hundred Thousand Dollars), less deductions and withholdings applicable to taxes, if he remains employed by the Company until January 1, 2030. Any Incentive Bonus shall be paid within 74 days after January 1, 2030.
(b) If, prior to January 1, 2030, Executive is terminated for Cause, or resigns without Good Reason, Executive shall not be entitled to any portion of the Incentive Bonus.
(c) If, during the Employment Term, Executive is terminated without Cause, or resigns for Good Reason, the full amount of the Incentive Bonus shall be paid to Executive within 30 (thirty) days after Executive’s employment terminates, and Executive shall not be required to Execute a Release to receive the Incentive Bonus.
(d) If, during the Employment Term, Executive (i) is terminated due to disability; or (ii) dies, Executive, or his estate as the case may be, shall be entitled to a pro-rated Incentive Bonus. The pro-rated Incentive Bonus will be calculated by dividing the number of full calendar quarters that have passed since January 1, 2026 at the time Executive’s employment terminates and multiplying the resulting percentage by the amount of the Incentive Bonus. For example, if Executive were terminated due to Disability on January 10, 2028, after eight full calendar quarters had passed, the calculation would be as follows: 8/16 = 50% x $1,600,000 = $800,000. Any pro-rated Incentive Bonus shall be paid to Executive or his estate within 30 (thirty) days after Executive’s employment terminates and Executive shall not be required to Execute a Release to receive such pro-rated Incentive Bonus.
C. The following text is hereby added to the Agreement immediately after Section 4.5(d):
(e) In order to receive the Severance Benefits, within 21 days after the termination of employment, Executive must return, sign, and not revoke, a general release agreement (the “Release”) waiving and releasing any and all claims arising from or concerning Executive’s employment, and covenanting not to sue the Company over any released claims, in a form reasonably acceptable to the Company. The Release shall not be mutual, and shall not impose any substantive obligations upon Executive other than the release and the covenant not to sue. For the avoidance of doubt, it is expressly stated that the Release shall not impose any confidentiality, non-competition, non-solicitation, non-disparagement, arbitration, or post-employment cooperation, obligations upon Executive. The Release shall not impose any attorney-fee shifting or indemnity obligations upon either the Executive or the Company.
II. No Other Amendments.
Except as specifically set forth in this Amendment, there are no other amendments to the Agreement and the Agreement shall remain unmodified and in full force and effect.
[Signature Page Follows]
IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 1 To Amended and Restated Employment Agreement as of the dates set forth below.
| COFFEE HOLDING CO., INC. | ||||
| /s/ Andrew Gordon | By: | /s/ David Gordon | ||
| Andrew Gordon | ||||
| Dated: | 02/02/26 | Print Name: | David Gordon | |
| Print Title: | Executive Vice President and Secretary | |||
| Dated: | 02/26/26 | |||