Quantum Cyber N.V 8-K, filed Jul 7, 2026
Quantum Cyber N.V. (QUCY)
About this 8-K
Quantum Cyber N.V filed this 8-K on July 7, 2026, reporting on events of July 1, 2026.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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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):
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
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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. |
Employment Agreement with Peter O’Rourke
On July 6, 2026 (the “Effective Date”), the Board of Directors (the “Board”) of Quantum Cyber N.V.(the “Company”) approved, and Quantum Drones Corporation (“Quantum Drones”), a wholly owned subsidiary of the Company, entered into, an executive employment agreement with Peter O’Rourke (the “Employment Agreement”), effective as of July 1, 2026, pursuant to which Mr. O’Rourke shall serve as the President of Quantum Drones. The Employment Agreement provides for an initial term of twelve months commencing on the Effective Date, followed by six automatic renewal periods unless either party provides at least 21 days prior written notice of non-renewal pursuant to the terms of the Employment Agreement.
Pursuant to the Employment Agreement, Mr. O’Rourke will receive a monthly base salary of $20,833.33 (the “Base Salary”), less applicable taxes and withholdings and $50,000, which Mr. O’Rourke previously received or shall receive for services rendered as a director of the Company, as such, reducing Mr. O’Rourke’s Base Salary for the remainder of 2026 to $16,666.67 per month. Pursuant to the terms of the Employment Agreement, Quantum Drones shall review the Base Salary at least annually for merit, performance, and market competitiveness and following such review, Quantum Drones may increase the Base Salary in its discretion, taking into consideration Executive’s performance, responsibilities, and prevailing market compensation for similarly situated executives. The Employment Agreement further provides that Mr. O’Rourke shall be granted stock options to purchase up to 112,859 ordinary shares of the Company, at an exercise price of $1.45 per share.
In the event of termination by Mr. O’Rourke for Good Reason (each as defined in the Employment Agreement), Mr. O’Rourke will be entitled to receive: (i) accrued compensation through the termination date; (ii) unreimbursed expenses; and (iii) accrued benefits under Quantum Drones’ benefit plan (the “Accrued Obligations”). In the event of termination by Quantum Drones without Cause, Quantum Drones shall provide Mr. O’Rourke with severance in the form of continuation of his Base Salary for one month following the termination date, in addition to the Accrued Obligations.
The Employment Agreement also contains customary provisions relating to, among other things, confidentiality, non-competition, non-solicitation, non-interference and non-disparagement.
The foregoing description of the Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Employment Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Appointment of Louis Buffalino
Effective as of July 1, 2026, to fill vacancy in the composition of the Board, the Board of the Company appointed Louis Buffalino to serve as a director until the annual general meeting of the Company to be held in 2027 or until Mr. Buffalino’s successor is duly elected and qualified, or his earlier death, resignation or removal. Mr. Buffalino has also been appointed to each of the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee of the Board. Mr. Buffalino will receive the Company’s standard compensation for non-employee directors, which is described in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on June 1, 2026. The Board has affirmatively determined that Mr. Buffalino qualifies as an independent director under the listing standards of the Nasdaq Stock Market.
Louis Buffalino has served as a director of the Board since July 2026. Prior to Mr. Buffalino’s service on the Board, Mr. Buffalino has served as Senior Vice President at Cushman & Wakefield, a global Real Estate Services firm, from September 2012 to 2024. From December 2019 to September 2024, Mr. Buffalino chaired the Nominating and Governance Committee and sat on the Audit and Compensation Committees of Blink Charging Inc. From August 2021 to September 2022, Mr. Buffalino served as a Board Member and Chief Operating Officer of CleanTech Acquisition. Mr. Buffalino received a Bachelor of Arts in Public Administration & Humanities from Providence College.
There are no arrangements or understandings between Mr. Buffalino and any other person pursuant to which Mr. Buffalino was named a director of the Company. Mr. Buffalino does not have any direct or indirect material interest in any transaction or proposed transaction required to be reported under Item 404(a) of Regulation S-K promulgated under the Securities Act of 1933, as amended.
Item 9.01 Financial Statements and Exhibits.
| Exhibit No. | Exhibit | |
| 10.1 | Employment Agreement, dated July 6, 2026, by and between Quantum Drones Corporation and Peter O’Rourke | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURES
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.
| Quantum Cyber N.V. | ||
| By: | /s/ William Caragol | |
| Name: | William Caragol | |
| Title: | Chief Financial Officer | |
| Dated: July 6, 2026 | ||
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Exhibit 10.1
EMPLOYMENT AGREEMENT
This Agreement (the “Agreement”), is made and entered into as of July 6, 2026 (the “Agreement Date”), by and between Quantum Drones Corp. (the “Company”), and Peter O’Rourke (“Executive”, and together with the Company, the “Parties”)
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth below, it is hereby covenanted and agreed by the Company and Executive as follows:
1. Employment. Effective on the Agreement Date (the “Effective Date”), the Company hereby agrees to employ Executive in the position of President and Executive, in such capacity, agrees to the terms and conditions hereinafter set forth. Executive shall have the responsibilities reasonable of the president of a corporation of a similar size and capabilities of the Company and its parent company, Quantum Cyber N.V. (“QUCY”), designing and manufacturing drones. Executive’s principal work location shall be at 10232 Brittenford Dr., Vienna, VA 22182-. Executive shall report to the Board of Directors of QUCY. The Parties acknowledge and agree that the position includes a role at the Company’s Bridgeport, Connecticut factory. Executive may be required to travel periodically for meetings, conferences, Board presentations, investor relations activities, or other business purposes as reasonably requested by the Company.
2. Compensation. During the Term, the Company shall provide the following compensation to Executive for his services hereunder:
(a) Salary. The Company shall pay Executive a base salary of $20,833.33 per month, less applicable taxes and withholdings, in accordance with the Company’s standard payroll procedures (the “Base Salary”). Executive hereby acknowledges that $50,000 of the Base Salary has been previously paid to him as a director of QUCY, thereby reducing his Base Salary for the remainder of 2026 to $16,666.67 per month, less applicable taxes and withholdings, in accordance with the Company’s standard payroll procedures. The Company shall review Executive’s Base Salary at least annually for merit, performance, and market competitiveness. Following such review, the Company may increase Executive’s Base Salary in its discretion, taking into consideration Executive’s performance, responsibilities, and prevailing market compensation for similarly situated Executives.
(b) Equity Payment. QUCY shall issue Executive the equity equivalent of 112,859 ordinary shares of QUCY, in the form of shares, options, or through a net share settlement, as to agreed upon by Executive and QUCY.
(c) Travel and Entertainment. Executive shall be reimbursed by the Company for all reasonable business, promotional, travel and entertainment expenses incurred or paid by Executive during the Term in the performance of his services under this Agreement in accordance with the Company’s reimbursement policy.
(d) Benefits and Paid Time Off. During the Term, Executive shall be entitled to participate in all Executive benefit plans, programs, and arrangements made available by the Company to similarly situated Executives, including, without limitation, medical, dental, vision, life insurance, disability insurance, and retirement benefit plans, subject to the terms and conditions of such plans as may be amended from time to time. Executive shall also be entitled to two (2) weeks of paid vacation per calendar year, accrued and administered in accordance with Company policy, together with paid holidays and sick leave provided by the Company or required under applicable law.
3. Term. The terms set forth in this Agreement will commence on the Effective Date and shall remain in effect for twelve (12) months (the “Term”) unless earlier terminated as otherwise provided in Section 4 below. The Term shall automatically renew for additional six (6) periods (each, the “Term” or the “Renewal Term”), unless earlier terminated as otherwise provided in Section 4 below or either party provides written notice of its intention not to renew at least twenty-one (21) days before the expiration of the Term. Notwithstanding the above, Executive acknowledges and agrees that Executive’s employment status is that of an Executive-at-will and that Executive’s employment may be terminated by either Executive or the Company at any time with or without Cause, subject to the obligations provided in Section 4 and 5 below. For avoidance of doubt, the Term describes the intended contractual compensation and benefit framework and does not alter the at-will nature of the employment relationship.
4. Termination.
(a) Termination at the Company’s Election.
(i) For Cause. At the election of the Company, Executive’s employment and this Agreement may be terminated for Cause immediately upon written notice to Executive. “Cause” shall mean the occurrence of any of the following events, as reasonably determined by the Company and/or the Board acting in good faith: (i) the willful refusal by Executive to perform his material duties or obligations under this Agreement or to follow lawful directions received by Executive from the Board; (ii) any grossly negligent act by Executive having the effect of materially injuring (whether financially or otherwise) the business or reputation of the Company or any willful act by Executive intended to cause such material injury, except any acts (A) made by Executive in connection with the enforcement of his rights, whether under this Agreement, any other agreement between the Company or any affiliate and Executive, or pursuant to applicable law (e.g. disparagement, etc.) or (B) which are required by law or pursuant to a subpoena or demand by a governmental or regulatory body; (iii) Executive’s indictment of any felony involving moral turpitude (including entry of a nolo contendere plea); (iv) the determination, after a reasonable and good-faith investigation by a third-party or law firm engaged by the Company, that Executive engaged in discrimination prohibited by law (including, without limitation, age, sex or race discrimination); (v) Executive’s material misappropriation or embezzlement of the property of the Company or its Affiliates (whether or not a misdemeanor or felony); or (vi) material breach by Executive of this Agreement and/or of the Company’s confidential information or other non-disclosure agreement to which Executive is a party; provided, however, that, any such termination of Executive shall only be deemed for Cause pursuant to this definition if: (1) the Company gives Executive written notice of the condition(s) alleged to constitute Cause, which notice shall describe such condition(s); and (2) Executive fails to remedy such condition(s) (if curable) within thirty (30) days following receipt of the written notice.
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(ii) Upon Disability, Death or Without Cause. At the election of the Company, Executive’s employment and this Agreement may be terminated without Cause: (A) should Executive, by reason of any medically determinable physical or mental impairment, become unable to perform, with or without reasonable accommodation, the essential functions of his job for the Company hereunder and such incapacity has continued for a total of ninety (90) consecutive days or for any one hundred eighty (180) days in a period of three hundred sixty-five (365) consecutive days (a “Disability”); (B) upon Executive’s death (“Death”); or (C) upon 21 days’ written notice to Executive for any other reason or for no reason at all (“Without Cause”).
(b) Termination by Executive.
(i) Voluntary Resignation. Notwithstanding anything contained elsewhere in this Agreement to the contrary, Executive may terminate his employment hereunder at any time and for any reason whatsoever or for no reason at all in Executive’s sole discretion by giving 21 days’ written notice to the Company pursuant to Section 10 (“Voluntary Resignation”).
(ii) For Good Reason. At the election of Executive, Executive’s employment and this Agreement may be terminated for Good Reason upon written notice to the Company. For purposes of this Agreement, and subject to the caveat at the end of this Section, “Good Reason” for Executive to terminate his employment hereunder shall mean the occurrence of any of the following events without Executive’s prior written consent: (i) any reduction by the Company of Executive’s Base Salary as initially set forth herein or as the same may be increased from time to time, provided, however, that if such reduction is less than 15% and occurs in connection with a Company-wide decrease in Executive compensation, such reduction shall not constitute Good Reason for Executive to terminate his employment; (ii) a material breach by the Company (or any of its affiliates) of this Agreement or any other written agreement between the Company or any of its affiliates and Executive; (iii) a material adverse change in Executive’s duties, titles, authority, responsibilities or reporting relationships, with such determination being made with reference to the greatest extent of Executive’s duties, titles, authority, responsibilities or reporting relationships, etc. as increased (but not decreased) from time to time; or (iv) any failure of the Company or any affiliate to pay Executive any amount owed to Executive under this Agreement or any other written agreement, plan or program between the Company, any affiliates and Executive; (v) any reduction in Executive’s bonus eligibility; and (vi) any requirement that Executive relocate or materially increase the extent of required in-office presence or regularly report to a Company office in a manner that is inconsistent with Executive’s remote work arrangement described in Section 1. Provided, however, that, any such termination by Executive shall only be deemed for Good Reason pursuant to this definition if: (1) Executive gives the Company written notice of his intent to terminate for Good Reason; which notice shall describe such condition(s); (2) the Company fails to remedy such condition(s) within thirty (30) days following receipt of the written notice (the “Cure Period”); and (3) Executive voluntarily terminates his employment within thirty (30) days following the end of the Cure Period.
5. Payments Upon Termination of Employment.
(a) Termination for Cause or Voluntary Resignation. If Executive’s employment is terminated by the Company for Cause or is terminated by Executive as a Voluntary Resignation, then the Company shall pay or provide to Executive the following amounts only: (i) his Base Salary accrued up to and including the date of termination or resignation, paid within thirty (30) days or at such earlier time required by applicable law; (ii) unreimbursed expenses, paid in accordance with this Agreement and the Company’s written policies; (iii) accrued benefits under any Company benefit plan, paid pursuant to the terms of such benefit plan (collectively, the “Accrued Obligations”).
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(b) Termination Without Cause or for Good Reason. If the Company terminates Executive’s employment Without Cause or Executive terminates for Good Reason, in addition to the Accrued Obligations, the Company shall provide Executive, or his estate, severance in the form of continuation of his salary (at the Base Salary rate in effect at the time of termination, but prior to any reduction triggering Good Reason) for one (1) month following the termination date. The severance payment will be subject to standard payroll deductions and withholdings and will be made on the Company’s regular payroll cycle, provided, however, that such payments are subject to Executive’s execution and delivery of a general release (that is no longer subject to revocation under applicable law) of the Company, its parents, subsidiaries and affiliates and each of their respective officers, directors, Executives, agents, successors and assigns in a form satisfactory to the Company. All payments under this Section above shall begin to be made within sixty (60) days following termination of employment; provided, however, that to the extent required by Code Section 409A (as defined below), if the sixty (60) day period begins in one calendar year and ends in the second calendar year, all payments will be made in the second calendar year. The payments under this Section 5(b) shall immediately cease should Executive materially violate any of the obligations set forth in Sections 6 and 7 below.
6. Restrictive Covenants. Executive acknowledges and agrees that (i) Executive has a responsibility for the operation, development and growth of the Company’s business; (ii) Executive’s work for the Company will bring him into close contact with Confidential Information (defined below) of the Company and its clients; and (iii) the agreements and covenants contained in this Section 6 are essential to protect the legitimate business interests of the Company and that the Company will not enter into this Employment Agreement but for such agreements and covenants. Accordingly, Executive covenants and agrees to the following:
(a) Confidential Information.
(i) Executive understands that during his employment and under this Agreement, he may have access to unpublished and otherwise confidential information both of a technical and non-technical nature, relating to the business of the Company or any of its parents, subsidiaries, divisions, affiliates (collectively, “Affiliated Entities”), or clients, including without limitation any of their actual or anticipated business, research or development, any of their technology or the implementation or exploitation thereof, including without limitation, information Executive and others have collected, obtained or created, information pertaining to clients, accounts, vendors, prices, costs, materials, processes, codes, material results, technology, system designs, system specifications, materials of construction, trade secrets or equipment designs, including information disclosed to the Company or any of its Affiliated Entities by others under agreements to hold such information confidential (collectively, the “Confidential Information”). Executive agrees to observe all policies and procedures of the Company and its Affiliated Entities concerning such Confidential Information. Executive further agrees not to disclose or use, either during his employment or at any time thereafter, any Confidential Information for any purpose, including without limitation any competitive purpose, unless authorized to do so by the Company in writing, except that he may disclose and use such information in the good faith performance of his duties for the Company. Executive’s obligations under this Employment Agreement will continue with respect to Confidential Information, whether or not his employment is terminated, until such information becomes generally available from public sources through no fault of Executive or any representative of Executive. Notwithstanding the foregoing, however, Executive shall be permitted to disclose Confidential Information as may be required by a subpoena or other governmental order, provided that he first notifies the Company of such subpoena, order or other requirement and such that the Company has the opportunity to obtain a protective order or other appropriate remedy.
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(ii) During Executive’s employment, upon the Company’s request, or upon the termination of his employment for any reason, Executive will promptly deliver to the Company all documents, records, files, notebooks, manuals, letters, notes, reports, client information and lists, cost and profit data, e-mail, apparatus, laptops, computers, smartphones, tablets or other PDAs, hardware, software, drawings, blueprints, and any other material of the Company or any of its Affiliated Entities or clients, including all materials pertaining to Confidential Information developed by Executive or others, and all copies of such materials, whether of a technical, business or fiscal nature, whether on the hard drive of a laptop or desktop computer, in hard copy, disk or any other format, which are in his possession, custody or control.
(b) Non-Solicitation. During the Term and for a period of one year after employment, Executive shall not: (i) solicit or induce, or attempt to solicit or induce, any Executive of the Company to leave the employ of the Company; or (ii) solicit or attempt to solicit the business of any client or customer of the Company with respect to products, services, or investments similar to those provided or supplied by the Company.
(c) Executive agrees that if the duration of, the scope of or any business activity covered by any provision of this Section 6 is in excess of what is determined to be valid and enforceable under applicable law, such provision shall be construed to cover only that duration, scope or activity that is determined to be valid and enforceable. Executive hereby acknowledges that this Section 6 shall be given the construction that renders its provisions valid and enforceable to the maximum extent, not exceeding its express terms, possible under applicable law.
7. Representations, Warranties and Covenants of Executive.
(a) No Restrictive Covenants. Executive represents and warrants to the Company that he is not subject to any agreement restricting his ability to enter into this Agreement and fully carry out his duties and responsibilities hereunder.
(b) Assignment of Intellectual Property.
(i) Executive will promptly disclose to the Company any idea, invention, discovery or improvement, whether patentable or not (“Creations”), conceived or made by him alone or with others at any time during his employment with the Company. Executive agrees that the Company owns any such Creations, and Executive hereby assigns and agrees to assign to the Company all moral and other rights he has or may acquire therein and agrees to execute any and all applications, assignments and other instruments relating thereto which the Company deems necessary or desirable. These obligations shall continue beyond the termination of his employment with respect to Creations and derivatives of such Creations conceived or made during his employment with the Company. The Company and Executive understand that the obligation to assign Creations to the Company shall not apply to any Creation which is developed entirely on his own time without using any of the Company’s equipment, supplies, facilities, and/or Confidential Information (“Executive Creations”) unless such Creation (i) relates in any way to the business or to the current or anticipated research or development of the Company or any of its Affiliated Entities, or (ii) results in any way from his work at the Company.
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(ii) In any jurisdiction in which moral rights cannot be assigned, Executive hereby waives any such moral rights and any similar or analogous rights under the applicable laws of any country of the world that Executive may have in connection with the Creations, and to the extent such waiver is unenforceable, hereby covenants and agrees not to bring any claim, suit or other legal proceeding against the Company or any of its Affiliated Entities claiming that Executive’s moral rights to the Creations have been violated.
(iii) Executive agrees to reasonably cooperate with the Company, both during and after his employment with the Company, with respect to the procurement, maintenance and enforcement of copyrights, patents, trademarks and other intellectual property rights (both in the United States and foreign countries) relating to such Creations. Executive shall sign all papers, including, without limitation, copyright applications, patent applications, declarations, oaths, formal assignments, assignments of priority rights and powers of attorney, which the Company, acting reasonably, may deem necessary or desirable in order to protect its rights and interests in any Creations. Executive further agrees that if the Company is unable, after reasonable effort, to secure Executive’s signature on any such papers, any officer of the Company shall be entitled to execute such papers as his agent and attorney-in-fact and Executive hereby irrevocably designates and appoints each officer of the Company as his agent and attorney-in-fact to execute any such papers on his behalf and to take any and all actions as the Company may deem necessary or desirable in order to protect its rights and interests in any Creations, under the conditions described in this paragraph, all to the exclusion of Executive’s Creations.
8. Remedies. Executive acknowledges that the Company would be irreparably injured by a violation of the covenants contained in Sections 6 or 7, and agrees that the Company shall be entitled to an injunction restraining Executive from any actual or threatened breach of the covenants contained in Sections 6 or 7, or to any other appropriate equitable remedy without bond or other security being required. Any such relief shall be in addition to and not in lieu of any appropriate relief in the way of monetary damages that the parties may seek in arbitration.
9. Waiver of Breach. The waiver by either the Company or Executive of a breach of any provision of this Agreement shall not operate as or be deemed a waiver of any subsequent breach by either the Company or Executive. Any waiver must be in writing. Executive will not be in breach for not submitting weekly timesheet reports. This agreement is performance based, and not “time based”.
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10. Notice. Any notice to be given hereunder by a party hereto shall be in writing and shall be deemed to have been given when received or, when deposited in the U.S. mail, certified or registered mail, postage prepaid:
| (a) | to Executive, at the address on file with the Company. |
| (b) | to the Company addressed as follows: |
Quantum Cyber N.V.
1501 Belvedere Road, Suite 500
West Palm Beach, FL 33406
11. Amendment. This Agreement may not be amended orally in any manner or in writing without the written consent of the Company and Executive. No provision of this Agreement may be waived, delayed, modified, terminated or otherwise impaired without the prior written consent of the Company and Executive.
12. Entire Agreement. This Agreement embodies the entire agreement and understanding of the parties hereto in respect of Executive’s employment with the Company contemplated by this Agreement and supersedes all prior agreements, arrangements and understandings, oral or written, express or implied, between the parties with respect to such employment. Sections 6 and 7 of this Agreement shall survive the termination of this Agreement.
13. Applicable Law. The provisions of this Agreement shall be construed in accordance with the internal laws of the State of Florida.
14. Assignment; Successors and Assigns, etc. This Agreement is a personal contract and Executive may not sell, transfer, assign, pledge or hypothecate his rights, interests and obligations hereunder. Except as otherwise herein expressly provided, this Agreement shall be binding upon and shall inure to the benefit of Executive and his personal representatives and shall inure to the benefit of and be binding upon the Company and its successors and assigns, except that the Company may not assign this Agreement without Executive’s prior written consent, except to an acquirer of all or substantially all of the assets of the Company.
15. Enforceability. If any portion or provision of this Agreement (including, without limitation, any portion or provision of any section of this Agreement) shall to any extent be declared illegal or unenforceable by a court of competent jurisdiction, then the remainder of this Agreement, or the application of such portion or provision in circumstances other than those as to which it is so declared illegal or unenforceable, shall not be affected thereby, and each portion and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law.
16. Counterparts; Construction. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original and all of which together shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party. Facsimile or .pdf signatures shall have the same force and effect as original signatures. This Agreement shall not be construed more strictly against one Party than the other, merely by virtue of the fact that it may have been prepared by counsel for one of the Parties, it being recognized that both Company and Executive have contributed substantially and materially to the negotiation and preparation of this Agreement. In construing this Agreement, the singular shall include the plural and the plural shall include the singular, and the use of any gender shall include every other and all genders.
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17. Section 409A Compliance. The intent of the Parties is that payments and benefits under this Agreement comply with, or be exempt from, Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations and guidance promulgated thereunder (collectively “Code Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted and administered accordingly. A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment that are considered “nonqualified deferred compensation” under Code Section 409A unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Code Section 409A, (i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year, provided that the foregoing clause (ii) shall not be violated without regard to expenses reimbursed under any arrangement covered by Code Section 105(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect and (iii) such payments shall be made on or before the last day of Executive’s taxable year following the taxable year in which the expense occurred. For purposes of Code Section 409A, Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “within sixty (60) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company. If Executive is a specified Executive within the meaning of Code Section 409A(a)(2)(B)(i) and would receive any payment sooner than 6 months after Executive’s “separation from service” that, absent the application of this Section 17, would be subject to additional tax imposed pursuant to Code Section 409A as a result of such status as a specified Executive, then such payment shall instead be payable on the date that is the earliest of (i) 6 months after Executive’s “separation from service,” or (ii) Executive’s death.
18. Section 280G. In the event that any payments, distributions, benefits or entitlements of any type payable to Executive (the “Total Payments”) would (i) constitute “parachute payments” within the meaning of Section 280G of the Code (which will not include any portion of payments allocated to the restrictive covenant provisions of Section 6 hereof that are classified as payments of reasonable compensation for purposes of Section 280G of the Code), and (ii) but for this paragraph would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then the Total Payments shall be either: (a) provided in full, or (b) provided as to such lesser extent as would result in no portion of such Total Payments being subject to the Excise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the Excise Tax, results in Executive’s receipt on an after-tax basis of the greatest amount of the Total Payments, notwithstanding that all or some portion of the Total Payments may be subject to the Excise Tax. Unless the Company and Executive otherwise agree in writing, any determination required under this Section 18 shall be made in writing in good faith based on the advice of a nationally recognized accounting firm selected by the Company (with approval of Executive) (the “Accountants”). In the event of a reduction of benefits hereunder, benefits shall be reduced by first reducing or eliminating the portion of the Total Payments that are payable in cash under Section 2(c) or Section 5 and then by reducing or eliminating any amounts that are payable with respect to long-term incentives including any equity-based or equity-related awards (whether payable in cash or in kind). For purposes of making the calculations required by this Section 18, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of the Code, and other applicable legal authority. The Company and Executive shall furnish to the Accountants such information and documents as the Accountants may reasonably require to make a determination under this Section 18, and the Company shall bear the cost of all fees the Accountants charge in connection with any calculations contemplated by this Section 18.
19. Arbitration. All disputes and disagreements arising from, relating to, or otherwise connected with this Agreement, the breach of this Agreement, the enforcement, interpretation or validity of this Agreement, or the employment relationship (including any wage claim, claim for wrongful termination, or any claim based upon any statute, regulation, or law, including those dealing with employment discrimination or retaliation, sexual harassment, civil rights, age, or disability) that the Company may have against Executive or that Executive may have against the Company, including the determination of the scope or applicability of this Agreement to arbitrate, shall be settled by arbitration administered by the Judicial Arbitration and Mediation Services (“JAMS”) pursuant to its Employment Arbitration Rules and Procedures applicable at the time the arbitration is commenced (“JAMS Rules”). A copy of the current version of the JAMS Rules will be made available to you upon request. The Rules may be amended from time to time and are also available online https://www.jamsadr.com/rules-employment-arbitration/. The decision of the arbitrator shall be final and binding on the parties. Judgment on any award may be entered in any court having competent jurisdiction, and application may be made to such court for a judicial acceptance of the award and an order of enforcement, as the case may be. The Company shall bear all arbitrator fees and administrative costs of the arbitration except for any filing fee that Executive would have been required to pay had the claim been filed in a court of competent jurisdiction. In any action to enforce this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys’ fees, costs, and expenses.
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IN WITNESS WHEREOF, Executive and the Company have executed this Agreement as of the date first above written.
| /s/ Peter O’Rourke | ||
| Peter O’Rourke | ||
| Quantum Cyber N.V., as sole shareholder of Quantum Drones Corp. | ||
| By: | /s/ David Lazar | |
| Name: | David Lazar | |
| Title: | Chief Executive Officer | |
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