SDOT 8-K
Sadot Group Inc. (SDOT)
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.
Transition of Chagay Ravid.
Effective September 15, 2026, Chagay Ravid ceased serving as Chief Executive Officer and as Interim Chief Financial Officer of Sadot Group Inc. (the “Company”), and his designations as the Company’s principal executive officer, principal financial officer and principal accounting officer terminated. Mr. Ravid also resigned, effective the same date, from each other office he held with the Company and from each office and directorship he held with the Company’s subsidiaries.
Mr. Ravid’s transition was by mutual agreement with the Company and did not result from any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. Mr. Ravid continues to serve as a member of the Company’s Board of Directors (the “Board”) and, effective September 15, 2026, was appointed Executive Director of the Company, an executive officer position reporting to the Chief Executive Officer. Mr. Ravid, age 65, has served as a director of the Company and served as Chief Executive Officer from May 28, 2025 and as Interim Chief Financial Officer from August 21, 2026, in each case until September 15, 2026. Information concerning Mr. Ravid’s compensatory arrangements is set forth under Item 5.02(e) below.
Appointment of Michael D. Murray as Chief Executive Officer and Chief Financial Officer.
On September 15, 2026, the Board appointed Michael D. Murray as Chief Executive Officer and Chief Financial Officer of the Company, effective September 15, 2026, and designated Mr. Murray as the Company’s principal executive officer, principal financial officer and principal accounting officer. Mr. Murray was not appointed to the Board.
Mr. Murray, age 57, has served as Chief Executive Officer of GBT Tokenize Corp. since June 2022. From November 2024 to February 2026, Mr. Murray served as Chief Executive Officer and principal financial officer of GBT Technologies Inc. From April 2015 to June 2022, Mr. Murray served in various executive and board positions with GBT Technologies Inc. and its predecessor, including as Chairman, Chief Executive Officer, President and a director. Mr. Murray has more than 25 years of professional experience in finance, mortgage banking, real estate brokerage, sales and development. He previously served as Chief Executive Officer of Home Plus Financial, Inc. and as President of Home Plus Construction, Inc., and has served as a consultant and managing broker since 2013. Mr. Murray holds a Master of Arts in Public Relations and a Bachelor of Arts in Political Science from California Baptist University, as well as associate degrees in Real Estate, Business, Social Science, and Arts and Humanities from Palomar College.
There is no family relationship between Mr. Murray and any director or executive officer of the Company. There is no arrangement or understanding between Mr. Murray and any other person pursuant to which he was appointed as an officer of the Company. There are no transactions involving Mr. Murray that would require disclosure under Item 404(a) of Regulation S-K.
In connection with his appointment, the Company and Mr. Murray entered into an Employment Agreement (the “Murray Agreement”). The Murray Agreement provides for an annual base salary of $200,000; eligibility for an annual performance bonus based on objectives to be mutually agreed between Mr. Murray and the Board; and an award of restricted shares of the Company’s common stock having an aggregate grant date fair value of $100,000, to be granted under the Company’s 2026 Stock Incentive Plan in a number equal to $100,000 divided by the closing price of the Company’s common stock on Mr. Murray’s start date, vesting in four equal quarterly installments commencing October 1, 2026, subject to his continued employment through each vesting date. Mr. Murray is also entitled to participate in the Company’s employee benefit plans and to reimbursement of business expenses.
Either party may terminate the Murray Agreement upon thirty days’ prior written notice, and the Company may terminate Mr. Murray’s employment for Cause (as defined in the Murray Agreement) effective immediately. If the Company terminates Mr. Murray’s employment without Cause, or if Mr. Murray resigns for Good Reason (as defined in the Murray Agreement), and subject to his execution of a general release and continued compliance with the Murray Agreement, he is entitled to severance equal to twelve months of base salary, payable in installments over twelve months. Unvested restricted shares are forfeited upon termination of employment. The Murray Agreement also contains confidentiality, non-solicitation, non-competition and intellectual property assignment covenants, and provides that all compensation payable thereunder is subject to the Company’s compensation recovery policy adopted pursuant to Rule 10D-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Nasdaq Listing Rule 5608.
The foregoing description of the Murray Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Murray 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.
Amendment No. 1 to Ravid Employment Agreement.
On September 15, 2026, in connection with the transition described under Item 5.02(b) above, the Company and Mr. Ravid entered into Amendment No. 1 (the “Ravid Amendment”) to his Employment Agreement effective as of May 28, 2025 (the “Ravid Employment Agreement”). The Ravid Amendment provides that Mr. Ravid ceases serving as Chief Executive Officer and Interim Chief Financial Officer and is appointed Executive Director, and amends the Ravid Employment Agreement so that references to his service as Chief Executive Officer mean service as Executive Director.
The Ravid Amendment does not change Mr. Ravid’s compensation or benefits. He continues to receive an annual base salary of $200,000 and to be eligible for the benefits, expense reimbursement, performance bonus eligibility, severance rights and vacation entitlement provided under the Ravid Employment Agreement, and his outstanding restricted stock award continues to vest in accordance with its terms. The Ravid Amendment does not create any new equity grant and does not modify any outstanding equity award. The Ravid Amendment further provides that the change in Mr. Ravid’s title and duties does not constitute a termination of employment, a termination by the Company without Cause or a resignation by Mr. Ravid for Good Reason, and includes a waiver by Mr. Ravid of claims arising from the transition, transition and cooperation covenants, and confirmation that compensation paid to Mr. Ravid remains subject to the Company’s compensation recovery policy.
The foregoing description of the Ravid Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Ravid Amendment, a copy of which is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference.
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act, including statements regarding the Company’s executive leadership transition and the satisfaction of the conditions to Mr. Murray’s commencement of employment. These statements are based on the Company’s current expectations and are subject to risks and uncertainties that could cause actual results to differ materially, including those described under “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 and its subsequent filings with the Securities and Exchange Commission. Forward-looking statements speak only as of the date of this report, and the Company undertakes no obligation to update them except as required by law.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description |
| 10.1 | Employment Agreement, dated September 15, 2026, between Sadot Group Inc. and Michael D. Murray |
| 10.2 | Amendment No. 1 to Employment Agreement, dated September 15, 2026, between Sadot Group Inc. and Chagay Ravid |
| 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.
| SADOT GROUP INC. | ||
| By: | /s/ Michael D. Murray | |
| Name: | Michael D. Murray | |
| Title: | Chief Executive Officer and Chief Financial Officer | |
Date: September 17, 2026
EXHIBIT 10.1
EMPLOYMENT AGREEMENT
This Employment Agreement (this “Agreement”) is made by and between Sadot Group Inc. (“SDOT”) a Nevada corporation (the “Company”) with an address located at 300 E. Renfro Street, Suite 300, Burleson, Texas 76028, and Michael D. Murray (“Employee”), as of September 15, 2026 (the “Effective Date”).
WHEREAS, the Company has offered employment to Employee and the parties wish to enter into this Agreement to document the terms and conditions of their relationship;
WHEREAS, the Compensation Committee of the Board of Directors of the Company, composed solely of independent directors, approved Employee’s appointment as an executive officer, this Agreement and the compensation provided for herein on September 15, 2026, in accordance with Nasdaq Listing Rule 5605(d)(3), and Employee was not present during the deliberations or voting concerning Employee’s own compensation;
NOW THEREFORE, in consideration of the foregoing, the mutual covenants contained in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:
ARTICLE 1 – EMPLOYMENT TERMS
1.1 Employment. The Employee’s commencement of employment is contingent upon satisfactory completion of a background check to be conducted by the Company and the accuracy in all material respects of the representations set forth in Section 1.6 (the “Start Date”). If the foregoing conditions are not satisfied to the reasonable satisfaction of the Company on or before September 15, 2026, this Agreement shall terminate automatically and be of no further force or effect, and neither party shall have any liability to the other hereunder. Commencing on the Start Date, the Company shall employ Employee, and Employee shall serve the Company as Chief Executive Officer and Chief Financial Officer, upon the terms and conditions set forth in this Agreement. Employee shall be designated the Company’s “principal executive officer,” “principal financial officer” and “principal accounting officer” for purposes of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Employee acknowledges that Employee’s service as Chief Financial Officer is transitional, and that the Board of Directors may at any time appoint a separate Chief Financial Officer, principal financial officer or principal accounting officer. Any such appointment, and any resulting change in Employee’s titles, duties, reporting relationships or Exchange Act designations, shall not constitute Good Reason, a breach of this Agreement or a termination of Employee’s employment. Employee shall not serve as a director of the Company by virtue of this Agreement, and nothing in this Agreement shall constitute or require Employee’s appointment or election to the Board of Directors. Employee shall have such authority and responsibilities consistent with Employee’s positions. Employee’s principal place of employment shall be the Company’s principal executive offices in Burleson, Texas. Employee shall devote Employee’s business time, attention, skill and efforts to the performance of Employee’s duties hereunder, except during periods of illness or periods of vacation and leaves of absence consistent with Company policy. Employee shall not, without the prior written approval of the Board of Directors, serve as a director, officer, employee or consultant of any other business enterprise or accept any compensation from any person other than the Company in connection with Employee’s service to the Company. Employee’s employment is at will, and this Agreement may be terminated as provided in Section 1.3, subject only to the severance provisions of Section 1.4.2.
1.2 Compensation and Benefits.
1.2.1 Salary. The Company shall pay Employee base salary at the rate of $200,000 per year (the “Base Salary”), subject to any withholdings and deductions required by applicable law.
1.2.2 Benefits. Employee shall be entitled to participate in the employee benefit plans of the Company, as presently in effect or as they may be modified or added to from time to time, in each case subject to the terms, conditions and eligibility requirements of such plans and to the Company’s right to amend, modify or terminate any such plan at any time. Employee shall also be provided with vacation in accordance with Section 3.13 and sick leave in accordance with Company policy. In addition, Employee will be eligible to participate in the Company’s health, disability and 401(k) plans, if and to the extent maintained by the Company, on terms no less favorable than those made available to the Company’s other executive officers. Nothing in this Section 1.2.2 shall obligate the Company to adopt or maintain any particular plan or level of coverage.
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1.2.3 Expense Reimbursement. The Company shall reimburse Employee for all reasonable ordinary and necessary travel and other expenses related to Employee’s duties that are incurred and accounted for in accordance with the policies of the Company. Employee shall submit requests for reimbursement no later than ninety (90) days after the expense is incurred, and the Company shall make reimbursement no later than the last day of the calendar year following the calendar year in which the expense was incurred. The amount of expenses eligible for reimbursement in any one calendar year shall not affect the amount eligible for reimbursement in any other calendar year, and no right to reimbursement shall be subject to liquidation or exchange for any other benefit.
1.2.4 Equity. As soon as practicable following the Start Date, and subject to approval by the Compensation Committee of the Board of Directors, the Company shall grant Employee an award of restricted shares of the Company’s common stock, $0.0001 par value per share, having an aggregate grant date fair value of $100,000 (the “Restricted Shares”). The Restricted Shares shall be granted under, and shall be subject in all respects to the terms and conditions of, the Company’s 2026 Stock Incentive Plan (the “Plan”), which was approved by the Company’s stockholders on September 10, 2026, and a restricted stock award agreement in the form approved by the Compensation Committee (the “Award Agreement”). The number of Restricted Shares shall equal $100,000 divided by the closing price of the Company’s common stock as reported by The Nasdaq Stock Market on the Start Date (or, if the Start Date is not a trading day, on the last trading day immediately preceding the Start Date), rounded down to the nearest whole share. The Restricted Shares shall vest in four (4) equal quarterly installments, commencing October 1, 2026, subject in each case to Employee’s continued employment with the Company through the applicable vesting date. Any Restricted Shares that have not vested as of the date Employee’s employment terminates shall be forfeited automatically and without consideration. In the event of any conflict between this Agreement and the Plan or the Award Agreement, the Plan and the Award Agreement shall control. Employee acknowledges that, until the shares reserved under the Plan are registered on a Registration Statement on Form S-8, the Restricted Shares will constitute “restricted securities” within the meaning of Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”), will bear a restrictive legend, and may be resold only pursuant to an effective registration statement or an available exemption from registration.
1.2.5 Performance Bonus. Employee shall be eligible for an annual performance bonus based on performance objectives to be mutually agreed upon by the Board of Directors and Employee as soon as practicable after the Effective Date.
1.2.6 Key Person Insurance. Employee agrees to cooperate with the Company in obtaining key person life and disability insurance policies on Employee’s life where the Company is the beneficiary. Such cooperation includes, but is not limited to, submitting to medical examinations, providing requested health information, and executing necessary documents, all at the Company’s expense.
1.2.7 Securities Law Compliance; Company Policies. Employee acknowledges that the Company is a reporting company whose common stock is listed on The Nasdaq Stock Market, and agrees to comply with, and to execute any acknowledgment reasonably requested by the Company with respect to, the Company’s insider trading policy (including all trading windows, pre-clearance requirements and restrictions on hedging and pledging Company securities), code of business conduct and ethics, clawback policy adopted pursuant to Rule 10D-1 under the Exchange Act and Nasdaq Listing Rule 5608, related person transaction policy, Regulation FD policy and disclosure controls and procedures, each as in effect and as amended from time to time. Employee shall timely prepare and file all reports required of Employee under Section 16(a) of the Exchange Act, including an initial statement of beneficial ownership on Form 3 within ten (10) days after becoming an officer, and acknowledges that the Company’s assistance with such filings does not relieve Employee of Employee’s personal responsibility for them and that Employee remains subject to Section 16(b). Employee shall not communicate material nonpublic information regarding the Company to any person except in accordance with Regulation FD and the Company’s policies. Employee acknowledges that Section 402 of the Sarbanes-Oxley Act of 2002 prohibits the Company from extending or arranging any personal loan to Employee, and no such loan shall be made.
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1.2.8 Certifications; Disclosure Controls and Internal Control Over Financial Reporting. Employee shall execute the certifications required of the Company’s principal executive officer and principal financial officer under Sections 302 and 906 of the Sarbanes-Oxley Act of 2002 and Rules 13a-14 and 15d-14 under the Exchange Act with respect to each periodic report filed by the Company during Employee’s employment, in each case after conducting the evaluation required thereby. Employee shall establish, maintain and evaluate the Company’s disclosure controls and procedures and internal control over financial reporting in accordance with Rules 13a-15 and 15d-15 under the Exchange Act, shall promptly disclose to the Company’s independent registered public accounting firm and the Audit Committee all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting and any fraud, whether or not material, that involves management or other employees who have a significant role in such internal control, and shall not, directly or indirectly, take any action to coerce, manipulate, mislead or fraudulently influence any accountant engaged in an audit or review of the Company’s financial statements, in violation of Rule 13b2-2 under the Exchange Act. Employee acknowledges that, for so long as Employee holds both the office of Chief Executive Officer and the office of Chief Financial Officer, Employee shall cooperate with the Audit Committee in designing and implementing compensating controls appropriate to that concentration of responsibility.
1.3 Termination of Employment.
1.3.1 Automatic Termination. This Agreement and Employee’s employment with the Company shall terminate automatically upon the death or Permanent Disability (as hereinafter defined) of Employee. As used in this Section 1.3.1, the term “Permanent Disability” shall mean that the Board of Directors has made a good faith and reasonable determination that Employee has become physically or mentally incapacitated or disabled such that he is unable to perform for the Company substantially the same services material to his employment as he performed prior to such incapacity or disability, with or without reasonable accommodation, and such incapacity or disability exists for an aggregate of ninety (90) days during any twelve (12) calendar month period. In connection with making such determination, the Company, at its sole option and expense, shall be entitled to select and retain a physician to confirm the existence of such incapacity or disability and the determination by such physician shall be binding on the Parties with respect to the existence, or lack thereof, of an incapacity or disability for purposes of this Agreement. Nothing in this Section 1.3.1 shall limit the Company’s obligations, or Employee’s rights, under the Americans with Disabilities Act, the Family and Medical Leave Act or any other applicable law, and the Company shall engage in the interactive process and provide reasonable accommodation to the extent required thereby.
1.3.2 Termination by the Company for Cause. This Agreement and Employee’s employment with the Company may be terminated by the Company at any time for Cause (as hereinafter defined). As used in this Section 1.3.2 the term “Cause” shall mean that Employee:
(i) has been convicted of a felony or has entered a plea of guilty or nolo contendere to a felony;
(ii) has breached the provisions of Article 2 hereof;
(iii) has reported to work under the influence of alcohol or any illegal drug, or otherwise in violation of the Company’s substance abuse policy, in a manner that impairs Employee’s ability to perform Employee’s duties;
(iv) has engaged in misconduct that causes material injury to the Company;
(v) has committed any act of fraud, embezzlement, misappropriation, dishonesty or breach of trust involving the Company or any of its subsidiaries, or has committed any other act involving moral turpitude;
(vi) has continually or deliberately neglected the performance of his material duties or has failed to follow directives of the Company or the Board of Directors in any material respect;
(vii) has breached any material provision of this Agreement;
(viii) has violated any Company policy or code of conduct;
(ix) has failed to obtain or maintain any license, permit, or certification required for Employee’s position;
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(x) has breached any fiduciary duty owed to the Company;
(xi) has engaged in any activity that competes with the Company’s business during the term of employment; or
(xii) has made any unauthorized public statements that materially damage the Company’s reputation or business interests.
(xiii) has failed or refused to execute any certification required of the Company’s principal executive officer or principal financial officer under Sections 302 or 906 of the Sarbanes-Oxley Act of 2002, or has executed any such certification that Employee knew or, in the exercise of reasonable diligence, should have known was false or misleading in any material respect;
(xiv) is or becomes subject to any order, judgment or decree of the type described in Item 401(f) of Regulation S-K, to any disqualifying event described in Rule 506(d)(1) under the Securities Act, or to any bar, suspension, censure or other disqualification imposed by the Securities and Exchange Commission, The Nasdaq Stock Market or any other self-regulatory organization; or
(xv) has failed or refused to cooperate with any internal investigation authorized by the Board of Directors or the Audit Committee, or with any investigation, inquiry, examination or audit by the Securities and Exchange Commission, The Nasdaq Stock Market, the Company’s independent registered public accounting firm or any other governmental or regulatory authority.
In the case of termination for Cause under clause (vi), (vii) or (viii) of this Section 1.3.2, Employee shall be given written notice of the Company’s intent to terminate his employment for Cause and the opportunity within thirty (30) days after the receipt of such notice to remedy or correct the acts or failures to act described in such notice, to the extent such acts or failures to act are reasonably susceptible of cure; however, the Company shall not be required to give such opportunity to cure the same conduct more than once during any twelve (12) month period. No notice or opportunity to cure shall be required with respect to any other clause of this Section 1.3.2. A determination that Cause exists shall be made by the Board of Directors, excluding Employee if Employee is then serving as a director. Pending any such determination, the Company may suspend Employee from any or all of Employee’s duties, titles, designations and access to Company systems, premises and records, with continued payment of Base Salary, and no such suspension shall constitute Good Reason or a termination of Employee’s employment.
1.3.3 Termination by Mutual Agreement. This Agreement may be terminated at any time by the mutual written agreement of the Company and Employee.
1.3.4 Termination by Either Party. This Agreement and Employee’s employment may be terminated by the Company at any time, with or without Cause, and by Employee at any time, with or without Good Reason, in each case upon thirty (30) days’ prior written notice to the other Party; provided that the Company may terminate Employee’s employment for Cause effective immediately upon written notice as provided in Section 1.3.2. During any notice period the Company may, in its sole discretion, relieve Employee of any or all duties and titles, or pay Base Salary in lieu of all or any portion of the notice period, and no such action shall constitute Good Reason. Any termination under this Section 1.3.4 is subject to the severance provisions set forth in Section 1.4.2. Upon termination, Employee shall receive any accrued but unpaid salary and benefits through the date of termination; provided, however, that if Employee’s employment is terminated by the Company for Cause (as defined in Section 1.3.2), Employee shall forfeit all unvested Restricted Shares as of the date of termination. For the avoidance of doubt, and as provided in Section 1.2.4, the Restricted Shares vest only if Employee remains employed through the applicable vesting date, and any Restricted Shares that are unvested on the date of any termination of employment shall be forfeited.
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1.3.5 Termination for Good Reason. Employee may resign and terminate this Agreement for Good Reason (as defined below); provided, however, that Employee must deliver written notice to the Company specifying in reasonable detail the condition alleged to constitute Good Reason within thirty (30) days after Employee first becomes aware of the existence of such condition, and that upon notice of Employee’s decision to terminate for Good Reason, the Company shall have thirty (30) days in which to cure such Good Reason. If the Company fails to cure such Good Reason within thirty (30) days, Employee may resign and terminate this Agreement for Good Reason by written notice of termination delivered within thirty (30) days after the end of such cure period, failing which Employee shall be deemed to have waived the condition described in Employee’s notice. For purposes of this Agreement, “Good Reason” shall mean any material breach by the Company of any provision of this Agreement that is not cured in accordance with this Section 1.3.5. For the avoidance of doubt, none of the following shall constitute Good Reason: (a) the appointment of a separate Chief Financial Officer, principal financial officer or principal accounting officer and any resulting change in Employee’s titles, duties, reporting relationships or Exchange Act designations, as contemplated by Section 1.1; (b) any suspension permitted by Section 1.3.2; (c) any recovery of compensation under Section 1.4.3; or (d) any action taken by the Company in good faith to comply with applicable law, the rules of The Nasdaq Stock Market or any Company policy required thereby.
1.4 Payments Upon Termination.
1.4.1 Generally. Except as set forth in Section 1.4.2 below, if Employee’s employment terminates for any reason, whether voluntary or otherwise, all of Employee’s Base Salary, bonuses, and other compensation shall cease as of the date of such termination and the obligations of the Company under this Agreement to make any further payments to Employee, except for payments of any accrued Base Salary and benefits due to Employee as of the effective date of the termination of Employee’s employment, shall cease and terminate.
1.4.2 Severance. If Employee’s termination is by the Company without Cause or by Employee for Good Reason and, in each case; (a) Employee executes a general release (the “Release”) in favor of the Company, its parent, subsidiaries and their affiliates in form and substance satisfactory to the Company within the period specified by the Company, which period shall not exceed fifty-five (55) days following the date of termination, and such Release becomes effective and is not revoked; and (b) Employee complies with the terms of this Agreement and the Release, Employee shall receive severance pay equal to 12 months of Base Salary at the rate in effect on the date of termination of employment, subject to applicable tax and other withholdings. Severance pay will be paid in equal installments over a period of 12 months following the date of termination of employment in accordance with the Company’s regular payroll calendar, provided that the first payment will be made on the 30th day following the date of termination of employment and will include any installments that would otherwise have been paid since the date of termination of employment. Notwithstanding the foregoing, if the period during which Employee may consider, execute and revoke the Release spans two calendar years, the first payment shall be made in the later of the two calendar years. Each installment of severance pay shall be treated as a separate payment for purposes of Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), and the parties intend that severance pay qualify, to the maximum extent possible, for the short-term deferral exception under Treasury Regulation Section 1.409A-1(b)(4) and the separation pay exception under Treasury Regulation Section 1.409A-1(b)(9)(iii). The Release shall not waive, and nothing in this Section 1.4.2 shall limit, any right protected by Section 2.1.5. If Employee materially breaches Article 2 or the Release and fails to cure such breach, to the extent curable, within ten (10) days after written notice from the Company, the Company’s obligation to pay any unpaid severance shall cease.
1.4.3 Clawback. All compensation payable or paid under this Agreement, including Base Salary, any bonus under Section 1.2.5 and the Restricted Shares, is and shall be subject to (a) the Company’s compensation recovery policy adopted pursuant to Rule 10D-1 under the Exchange Act and Nasdaq Listing Rule 5608, as in effect and as amended from time to time, (b) Section 304 of the Sarbanes-Oxley Act of 2002, and (c) any other clawback, recoupment or forfeiture policy adopted by the Company or required by applicable law or the rules of any national securities exchange on which the Company’s securities are then listed. Employee acknowledges that recovery of erroneously awarded incentive-based compensation under the policy described in clause (a) is mandatory and applies without regard to Employee’s fault or responsibility for the accounting restatement giving rise to such recovery. In addition to, and without limiting, the foregoing: in the event that the Company is required to prepare an accounting restatement due to Employee’s intentional misconduct or gross negligence, or if Employee is terminated for Cause in accordance with Section 1.3.2, the Company may, in its sole discretion, seek to recover from Employee any bonus payments, equity compensation, or other incentive compensation paid to Employee during the 12-month period preceding the events giving rise to such restatement or termination for Cause. Employee shall promptly execute and deliver any documents, and take any other action, reasonably requested by the Company to effect recovery under this Section 1.4.3. No indemnification, advancement of expenses or insurance provided or procured by the Company shall apply to any amount recovered under this Section 1.4.3 or under Section 304 of the Sarbanes-Oxley Act of 2002, and Employee waives any right to be so indemnified, advanced or insured. Any recovery under this Section 1.4.3 shall not constitute Good Reason or a breach of this Agreement by the Company.
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1.5 Section 409A. The parties intend that all payments and benefits under this Agreement be exempt from, or comply with, Section 409A, and this Agreement shall be interpreted accordingly. References in this Agreement to a termination of employment shall mean a “separation from service” within the meaning of Treasury Regulation Section 1.409A-1(h). Employee acknowledges that, because the Company’s common stock is publicly traded, Employee is expected to be a “specified employee” within the meaning of Section 409A(a)(2)(B)(i). Accordingly, if and to the extent any payment under this Agreement constitutes nonqualified deferred compensation subject to Section 409A that is payable on account of Employee’s separation from service, such payment shall not be made before the date that is six (6) months after the date of separation from service (or, if earlier, the date of Employee’s death), and any payments so delayed shall be paid in a lump sum on the first business day following the end of such period. In no event may Employee, directly or indirectly, designate the calendar year of any payment. The Company makes no representation that any payment under this Agreement complies with or is exempt from Section 409A, and shall have no liability to Employee for any tax, interest or penalty imposed under Section 409A.
1.6 Representations of Employee; Disclosure Cooperation. Employee represents and warrants to the Company that: (a) Employee is not subject to, and Employee’s execution and performance of this Agreement will not breach, any employment, confidentiality, non-competition, non-solicitation or other agreement with any former employer or other person, and Employee will not use or disclose to the Company any confidential information or trade secret of any former employer or other person; (b) no event described in Item 401(f) of Regulation S-K has occurred with respect to Employee during the past ten years; (c) Employee is not subject to any disqualifying event described in Rule 506(d)(1) under the Securities Act, and is not subject to any bar, suspension, censure or other disqualification imposed by the Securities and Exchange Commission, The Nasdaq Stock Market or any other self-regulatory organization; (d) there is no undisclosed transaction or relationship that would require disclosure under Item 404(a) of Regulation S-K; and (e) no person other than the Company is compensating Employee in connection with Employee’s service to the Company. Employee shall promptly notify the Board of Directors in writing if any of the foregoing representations ceases to be true at any time during Employee’s employment. Employee shall complete the Company’s director and officer questionnaire and background check authorization and shall cooperate fully and promptly with the Company in the preparation and filing of any Current Report on Form 8-K, proxy statement, registration statement or periodic report that describes Employee’s appointment, compensation or relationships, including providing biographical and related person transaction information and reviewing the relevant disclosure for accuracy. Employee acknowledges that the Company must file a Current Report on Form 8-K under Item 5.02 within four business days of the Board’s appointment decision.
1.7 Indemnification; D&O Insurance. Employee shall be entitled to indemnification and advancement of expenses to the fullest extent permitted by the Company’s articles of incorporation and bylaws, each as in effect from time to time, and by Chapter 78 of the Nevada Revised Statutes, and shall be covered by the Company’s directors’ and officers’ liability insurance on the same basis as the Company’s other executive officers, both during employment and thereafter for so long as the Company maintains coverage for former officers with respect to acts or omissions occurring during Employee’s employment. The foregoing is subject in all respects to Section 1.4.3 and to applicable law, and shall not extend to any amount recovered under Section 1.4.3, under Section 304 of the Sarbanes-Oxley Act of 2002 or under Section 16(b) of the Exchange Act.
ARTICLE 2 – COVENANTS OF EMPLOYEE
2.1 Confidential Information.
2.1.1 Nondisclosure. Employee agrees to hold in strictest confidence, and not to use, except for the benefit of the Company, any of the Company’s Trade Secrets or Confidential Information or to disclose to any person, firm or entity any of the Company’s Trade Secrets or Confidential Information except (i) as authorized in writing by the Board of Directors (the “Board”), (ii) as authorized by the Company’s management with the approval of the Board, pursuant to a written non-disclosure agreement, or (iii) as required by law, and in each case subject to Section 2.1.5. With respect to Trade Secrets, this covenant shall continue for so long as the information retains its Trade Secret status under applicable law. With respect to Confidential Information, this covenant shall continue during the Employee’s employment and for two years thereafter.
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2.1.2 Trade Secrets Defined. For purposes of this Agreement, “Trade Secrets” shall mean any of the Company’s information, without regard to form, including, but not limited to, technical or non-technical data, a formula, a pattern, a compilation, a program, a device, a method, a technique, a drawing, a process, financial data, financial plans, product plans, or a list of actual or potential customers or suppliers, which is not commonly known by or available to the public and which information (A) derives economic value, actual or potential, from not being generally known to and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use; and (B) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy.
2.1.3 Confidential Information Defined. For purposes of this Agreement, “Confidential Information” shall mean any data and information (A) relating to the business of the Company, other than Trade Secrets addressed above; (B) disclosed to Employee or of which Employee became aware of as a consequence of Employee’s relationship with the Company; (C) [NOT USED]; (D) not generally known to competitors of the Company; and (E) which includes methods of operation, names of customers, price lists, financial information and projections, personnel data, and similar information; provided, however, that Confidential Information shall not mean data or information which has been voluntarily disclosed to the public by the Company, except where such public disclosure has been made by Employee without authorization from the Company, which has been independently developed and disclosed by others, or which has otherwise entered the public domain through lawful means.
2.1.4 Defend Trade Secrets Act Notice. The U.S. Defend Trade Secrets Act (“DTSA”) states:
“An individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that—(A) is made—(i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.”
Accordingly, Employee shall have the right to disclose in confidence trade secrets to U.S., State, and local government officials, or to an attorney, for the sole purpose of reporting or investigating a suspected violation of law. Employee shall also have the right to disclose trade secrets in a document filed in a lawsuit or other proceeding, but only if the filing is made under seal and protected from public disclosure. Nothing in this Agreement is intended to conflict with the DTSA or create liability for disclosures of trade secrets that are expressly allowed by the DTSA.
2.1.5 Protected Activity Not Prohibited. Nothing in this Agreement, in any Release contemplated by Section 1.4.2, or in any other agreement or Company policy applicable to Employee shall prohibit or restrict Employee from: (i) initiating communications directly with, responding to an inquiry from, volunteering information to, or providing testimony before the Securities and Exchange Commission, the Financial Industry Regulatory Authority, the U.S. Department of Justice, the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, any other self-regulatory organization, or any other federal, state or local governmental or regulatory authority (each, a “Government Agency”), regarding a possible violation of law; (ii) filing a charge or complaint with, or participating in any investigation or proceeding conducted by, any Government Agency; or (iii) making any other disclosure protected under the whistleblower provisions of federal or state law, including Section 21F of the Exchange Act and Rule 21F-17 thereunder, Section 806 of the Sarbanes-Oxley Act of 2002, and the Dodd-Frank Wall Street Reform and Consumer Protection Act. Employee is not required to notify the Company of, or to obtain the Company’s prior authorization for, any such communication or disclosure, and Employee does not waive, and the Company shall not seek to limit or condition, any right Employee may have to receive a monetary award from any Government Agency in connection with protected whistleblower activity. Nothing in Section 2.6 or Section 2.7 shall be construed to impede any activity protected by this Section 2.1.5, and the Company shall not retaliate against Employee for engaging in any such activity.
2.2 Non-solicitation of Customers. During the Restricted Period, Employee shall not, directly or indirectly, solicit any customer of the Company or any Potential Customer of the Company, as such solicitation relates to Competing Products or Services, with whom Employee had material contact during the last year of Employee’s employment with the Company. For purposes of this Agreement, the “Restricted Period” shall mean the period beginning on the Effective Date and ending on the first anniversary of Employee’s last date of employment with the Company. “Competing Products or Services” shall mean the products or services being created, developed, marketed, or provided by the Company. For purposes of this Section 2.2, “material contact” means Employee had direct communication, correspondence, or business dealings with such customer or potential customer, or was involved in negotiations, discussions, or decision-making processes relating to such customer or potential customer.
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2.3 Non-hiring of Employees. During the Restricted Period, Employee shall not knowingly hire or engage, or assist any company or business organization by which Employee is employed to hire or engage, any person who is or was employed by the Company at the time of Employee’s termination or during the one-year period preceding such termination; provided that this Section 2.3 shall not apply to any hiring or engagement resulting solely from a general advertisement or other solicitation not specifically directed at employees of the Company.
2.4 Non-Competition. During the Restricted Period, Employee shall not, directly or by assisting others, provide Competing Products or Services of the type conducted, authorized, offered or provided by the Company during the last year of Employee’s employment with the Company, in any capacity identical with or corresponding to the capacity or capacities in which the Employee was engaged by the Company, anywhere within (1) the territory where the Employee was working during the last year of Employee’s employment with the Company, (2) the territory in which the Company conducted business during the last year of Employee’s employment with the Company, and (3) any state or jurisdiction where the Company has customers, operations, or conducts business and as to which Employee had material responsibilities, or access to Confidential Information or Trade Secrets, during the last year of Employee’s employment with the Company. Employee acknowledges that the covenants contained in this Article 2 are ancillary to and part of an otherwise enforceable agreement, including the Company’s undertakings in Section 2.1 to provide Employee with access to Confidential Information and Trade Secrets, and that the limitations as to time, geographic area and scope of activity are reasonable and impose no greater restraint than is necessary to protect the Company’s goodwill and other legitimate business interests, in accordance with Section 15.50 of the Texas Business and Commerce Code. If a court of competent jurisdiction determines that any covenant contained in this Article 2 is unenforceable as written, the court shall reform such covenant to the extent necessary to make it enforceable and shall enforce it as reformed, as contemplated by Section 15.51(c) of the Texas Business and Commerce Code.
2.5 Intellectual Property Assignment. Employee agrees that all discoveries, inventions, improvements, innovations, computer programs, writings, works of authorship, designs, know-how, ideas, trademarks, copyrights, moral rights, and other intellectual property (whether or not patentable and whether or not reduced to practice) that relate to the Company’s business, products, services, or research and development, and that are conceived, developed, contributed to, or reduced to practice by Employee (either solely or jointly with others) while employed by the Company (collectively, “Work Product”), shall be the sole and exclusive property of the Company. All Work Product that constitutes copyrightable subject matter and is eligible to be so treated shall be considered a “work made for hire” as defined in 17 U.S.C. § 101. Employee hereby assigns to the Company all right, title, and interest Employee may have or may acquire in and to any and all Work Product. Employee hereby waives, to the fullest extent permitted by applicable law, all moral rights in the Work Product. Employee agrees to assist the Company, or its designee, at the Company’s expense, in every proper way to secure the Company’s rights in the Work Product in any and all countries, including the disclosure to the Company of all pertinent information and data with respect thereto, and the execution of all applications, specifications, oaths, assignments, and all other instruments which the Company shall deem necessary in order to apply for and obtain such rights and in order to assign and convey to the Company, its successors, assigns, and nominees the sole and exclusive rights, title, and interest in and to such Work Product. If the Company is unable, after reasonable effort, to secure Employee’s signature on any such instrument, Employee hereby irrevocably appoints the Company and its duly authorized officers as Employee’s agent and attorney-in-fact, coupled with an interest, to execute and file any such instrument on Employee’s behalf. This Section 2.5 does not apply to any invention that Employee developed entirely on Employee’s own time without using the Company’s equipment, supplies, facilities, Trade Secrets or Confidential Information, except for any invention that relates to the Company’s business or actual or demonstrably anticipated research or development or that results from any work performed by Employee for the Company. Employee represents that Employee’s performance of all the terms of this Agreement will not breach any agreement with any former employer or other party and that Employee has not entered into, and agrees not to enter into, any agreement either written or oral in conflict herewith.
2.6 Return of Company Property. The Employee acknowledges that all documents, records, data, apparatus, equipment, and other physical property furnished to or acquired by Employee in the course of Employee’s employment belong to the Company. Upon termination of Employee’s employment, or upon the Company’s request, Employee shall immediately deliver to the Company, and shall not keep in Employee’s possession, recreate, or deliver to anyone else, any and all Company property, including, but not limited to, Company documents, records, data, notes, reports, proposals, lists, correspondence, specifications, drawings, blueprints, sketches, laboratory notebooks, materials, flow charts, equipment, other documents or property, and reproductions of any aforementioned items developed by Employee pursuant to Employee’s employment with the Company or otherwise belonging to the Company, together with all keys, access cards, identification cards, and passwords relating to the foregoing.
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2.7 Cooperation with Legal Proceedings. Subject to Section 2.1.5, the Employee agrees that during and after Employee’s employment, Employee shall cooperate fully with the Company in the defense or prosecution of any claims or actions now in existence or which may be brought in the future against or on behalf of the Company which relate to events or occurrences that transpired while Employee was employed by the Company. Employee’s full cooperation in connection with such claims or actions shall include, but not be limited to, being available to meet with counsel to prepare for discovery or trial and to act as a witness on behalf of the Company at mutually convenient times. During periods following Employee’s termination, the Company agrees to reimburse Employee for reasonable expenses incurred in connection with such cooperation and to make reasonable efforts to accommodate Employee’s other personal and professional commitments. Nothing in this Section 2.7 shall require Employee to make any untrue statement or to refrain from providing truthful testimony or information.
ARTICLE 3 – GENERAL PROVISIONS
3.1 Withholding of Taxes. The Company may withhold from any amounts payable under this Agreement all federal, state, city or other taxes and withholdings as shall be required pursuant to any applicable law, rule or regulation.
3.2 Notice. For purposes of this Agreement, all communications including, without limitation, notices, consents, requests or approvals, provided for in this Agreement (i) shall be in writing signed by or on behalf of the party making the same; (ii) shall be deemed given or delivered (1) if delivered personally, when received, (2) if sent from within the United States by registered or certified mail, postage prepaid, return receipt requested, on the fifth (5th) Business Day after mailing, or (3) if sent by messenger or reputable overnight courier service, when received; and (iii) shall be addressed to the Company (to the attention of the Chairman of the Board of Directors, with a copy, which shall not constitute notice, to the Company’s outside securities counsel), at its principal office or to Employee at Employee’s principal residence, or to such other address as any party may have furnished to the other in writing and in accordance herewith, except that notices of change of address shall be effective only upon receipt.
3.3 Validity. It is not the intent of any party hereto to violate any public policy of any jurisdiction in which this Agreement may be enforced. If any provision of this Agreement or the application of any provision hereof to any person or circumstances is held invalid, unenforceable or otherwise illegal, the remainder of this Agreement and the application of such provision to any other person or circumstances shall not be affected, and the provision so held to be invalid, unenforceable or otherwise illegal shall be reformed to the extent (and only to the extent) necessary to make it valid, enforceable and legal.
3.4 Entire Agreement. This Agreement supersedes any other agreements, oral or written, between the parties with respect to the subject matter hereof, and contains all of the agreements and understandings between the parties with respect to the employment of Employee by the Company; provided that this Agreement does not supersede, and shall be read together with, the Plan and the Award Agreement, the Company policies referred to in Section 1.2.7, the Company’s articles of incorporation and bylaws, and any separate indemnification agreement between the Company and Employee. Any waiver or modification of any term of this Agreement shall be effective only if it is set forth in a writing signed by both parties hereto.
3.5 Successors.
3.5.1 Company Successors. This Agreement shall inure to the benefit of the Company and any Successor of or to the Company, but shall not otherwise be assignable or delegable by the Company. “Successor” shall mean any successor in interest, including, without limitation, any entity, individual or group of persons acquiring directly or indirectly all or substantially all of the business or assets of the Company, as the case may be, whether by sale, merger, consolidation, reorganization or otherwise.
3.5.2 Employee Successors. This Agreement shall inure to the benefit of and be enforceable by Employee’s personal or legal representatives, executors, administrators, heirs, distributees and legatees.
3.5.3 No Other Assignment. This Agreement is personal in nature and neither of the parties shall, without the consent of the other, assign, transfer or delegate this Agreement or any rights or obligations hereunder except as expressly provided in this Section 3.5.
3.6 Captions. The captions in this Agreement are solely for convenience of reference and shall not be given any effect in the construction or interpretation of this Agreement.
3.7 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same Agreement. If any signature is delivered by facsimile transmission, or by e-mail delivery of a “.pdf” format data file, that signature shall constitute effective execution and delivery of this Agreement or other related document and shall be deemed to be an original signature for all purposes.
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3.8 Modification and Waiver. No provisions of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by the Employee and the Company. No waiver by any party hereto at any time of any breach by the other party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time.
3.9 Severability. The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the other provisions hereof.
3.10 Specific Performance. The parties agree that irreparable damage would occur if any provision of this Agreement were not performed in accordance with the terms hereof and that the parties shall be entitled to specific performance of the terms hereof, in addition to any other remedy to which they are entitled at law or in equity.
3.11 Governing Law and Forum Selection. The laws of the State of Texas, USA shall govern this Agreement, without regard to any conflict of laws principles that would require the application of the laws of another jurisdiction. If Texas’s conflict of law rules would apply another state’s laws, the parties agree that Texas law shall still govern; provided that the internal affairs of the Company, including the rights, powers, duties and liabilities of Employee as an officer of the Company, shall be governed by Chapter 78 of the Nevada Revised Statutes. The parties agree that any claim arising out of or relating to this Agreement shall be brought exclusively in a state or federal court of competent jurisdiction located in Tarrant County, Texas or in the United States District Court for the Northern District of Texas, and each party irrevocably submits to the personal jurisdiction of such courts and waives any objection based on improper venue or forum non conveniens. EACH PARTY IRREVOCABLY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT.
3.12 Survival. The provisions of this Agreement that by their nature should survive termination of this Agreement shall survive any such termination, including without limitation: (a) all obligations in Article 2 (Covenants of Employee); (b) the clawback provision in Section 1.4.3; (c) the return of Company property obligations in Section 2.6; (d) intellectual property assignments in Section 2.5; (e) cooperation with legal proceedings in Section 2.7; (f) the general provisions in Article 3; and (g) any accrued but unpaid obligations of either party; (h) Section 1.5 (Section 409A); (i) Section 1.7 (Indemnification; D&O Insurance); and (j) Section 2.1.5 (Protected Activity Not Prohibited).
3.13 Vacation. The Employee shall be entitled to accrue paid vacation at a rate of three (3) weeks per year, increasing to four (4) weeks per year after five (5) years of employment. Vacation shall accrue and be taken in accordance with the Company’s vacation policy, including any limitation on carryover. Except as otherwise required by applicable law, accrued but unused vacation shall not be paid out upon termination of employment.
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IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by its officer thereunto duly authorized, and Employee has signed this Agreement, effective as of the date first above written.
Sadot Group Inc.
By: /s/Haggai Ravid
Name: Chagay (Haggai) Ravid
Title: CEO
EMPLOYEE
/s/Michael Murray
MICHAEL D. MURRAY
Address: __________________________
__________________________________
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EXHIBIT 10.2
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT
This Amendment No. 1 to Employment Agreement (this “Amendment”) is entered into as of September 15, 2026 (the “Amendment Effective Date”), by and between Sadot Group Inc., a Nevada corporation (the “Company”), and Chagay [Haggai] Ravid (“Employee”).
WHEREAS, the Company and Employee are parties to that certain Employment Agreement effective as of May 28, 2025 (the “Employment Agreement”);
WHEREAS, under Section 1.1 of the Employment Agreement, Employee currently serves as Chief Executive Officer of the Company and, since August 21, 2026, has also served as Interim Chief Financial Officer of the Company and has been designated the Company’s principal financial officer and principal accounting officer, and the parties desire that Employee vacate the Chief Executive Officer position, the Interim Chief Financial Officer position and those designations while continuing his service as a member of the Board of Directors; and
WHEREAS, the Company desires to appoint Employee to serve as Executive Director, and the parties intend that Employee’s economic and employment terms under the Employment Agreement remain unchanged except for his position, title and corresponding duties, and that Employee continue to be an executive officer of the Company.
WHEREAS, effective as of the Amendment Effective Date, the Board of Directors has appointed Michael D. Murray as Chief Executive Officer and Chief Financial Officer of the Company and has designated Mr. Murray as the Company’s principal executive officer, principal financial officer and principal accounting officer; and
WHEREAS, the Compensation Committee of the Board of Directors, composed solely of independent directors, approved this Amendment on September 15, 2026 in accordance with Nasdaq Listing Rule 5605(d)(3), and Employee, being an interested director, did not participate in the deliberations of, or the vote of, the Board of Directors or any committee thereof with respect to this Amendment.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:
1. Cessation as Chief Executive Officer and Interim Chief Financial Officer. Effective as of the Amendment Effective Date, Employee shall cease serving as Chief Executive Officer and as Interim Chief Financial Officer of the Company. Employee’s designations as the Company’s principal executive officer, principal financial officer and principal accounting officer shall terminate as of the Amendment Effective Date. Employee shall also resign, effective as of the Amendment Effective Date, from every other office he holds with the Company and from every office and directorship he holds with any subsidiary of the Company (other than his position as Executive Director and his membership on the Board of Directors of the Company), and shall execute and deliver a resignation letter in form reasonably satisfactory to the Company. The Company shall, effective no later than the Amendment Effective Date, appoint a Chief Executive Officer and a Chief Financial Officer and designate a principal executive officer, a principal financial officer and a principal accounting officer, so that each such office and designation is held continuously and without interruption. Employee’s cessation from the Chief Executive Officer and Interim Chief Financial Officer positions, and the termination of the related Exchange Act designations, is a mutually agreed change in title and duties and shall not, whether alone or in combination with any other event or circumstance, constitute a termination of employment, a termination by the Company without Cause, or a resignation by Employee for Good Reason under the Employment Agreement.
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2. Continued Board Service; Appointment as Executive Director. Employee shall continue to serve as a member of the Board of Directors of the Company, subject to the Company’s organizational documents, applicable law, stock exchange requirements, shareholder election requirements, and the Board’s applicable governance procedures. Effective as of the Amendment Effective Date, the Board of Directors appoints Employee as Executive Director, an executive officer position. In that executive capacity, Employee shall have such executive, strategic, business-development, operational and other duties and authority as may be assigned from time to time by the Board of Directors or the Chief Executive Officer and consistent with the position of Executive Director. Employee shall report to the Chief Executive Officer of the Company. Employee acknowledges and agrees that, as Executive Director, Employee will perform policy-making functions and will continue to be (a) an “executive officer” within the meaning of Rule 3b-7 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (b) an “officer” for purposes of Section 16 of the Exchange Act and Rule 16a-1(f) thereunder, and (c) an “executive officer” for purposes of the Company’s compensation recovery policy adopted under Rule 10D-1 under the Exchange Act and Nasdaq Listing Rule 5608. Accordingly, Employee shall continue to file all reports required under Section 16(a) of the Exchange Act, shall remain subject to Section 16(b), and shall remain subject to the Company’s insider trading policy (including trading windows, pre-clearance and restrictions on hedging and pledging), code of business conduct and ethics, compensation recovery policy, related person transaction policy and Regulation FD policy, each as in effect and as amended from time to time. Employee shall not, without the prior authorization of the Board of Directors or the Chief Executive Officer, hold himself out as holding any office of the Company other than Executive Director and director, execute any document or incur any obligation on behalf of the Company, or communicate on behalf of the Company with any investor, securities analyst, member of the press, or governmental or regulatory authority.
3. Amendment to Section 1.1. Section 1.1 of the Employment Agreement is amended so that references to Employee serving the Company as “Chief Executive Officer” shall, from and after the Amendment Effective Date, mean service as “Executive Director.” Each other reference in the Employment Agreement to Employee’s own service or position as “Chief Executive Officer” is likewise amended to refer to Employee’s service as Executive Director. For the avoidance of doubt, any reference in the Employment Agreement to the “Chief Executive Officer of the Company” otherwise than as a description of Employee’s own position — including any provision directing notices to, or providing for Employee to report to, the Chief Executive Officer — shall from and after the Amendment Effective Date refer to the individual then serving as Chief Executive Officer of the Company and not to Employee; provided that any notice given by Employee to the Company under the Employment Agreement or this Amendment shall be addressed to the Chairman of the Board of Directors, with a copy to the Company’s outside securities counsel. To the extent Section 1.1 of the Employment Agreement provides that Employee shall not serve as a director of the Company by virtue of the Employment Agreement, that provision is unaffected by this Amendment, and Employee’s service as a director arises solely from his election by the Company’s stockholders. All other provisions of Section 1.1 shall remain in full force and effect, except to the extent inconsistent with this Amendment.
4. Compensation and Benefits Unchanged. Employee shall continue to receive the same compensation and benefits provided under the Employment Agreement, including the $200,000 annual Base Salary, benefits, expense reimbursement, equity rights and vesting terms, performance bonus eligibility, key person insurance provisions, severance rights, vacation entitlement and all other economic terms, in each case subject to the terms, conditions, vesting schedules and limitations already contained in the Employment Agreement. For clarity, this Amendment does not create a second or duplicate equity grant under Section 1.2.4; rather, Employee’s existing equity rights under the Employment Agreement continue according to their original terms. Employee acknowledges that the restricted stock award granted under Section 1.2.4 of the Employment Agreement will continue to vest, and the parties agree that Employee’s continued service as Executive Director constitutes continuous service for purposes of that award and of any other equity award held by Employee. Nothing in this Amendment constitutes a new grant, an extension, a repricing or any other modification of an equity award for purposes of ASC 718, Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), or Nasdaq Listing Rule 5635(c), and no additional compensation is payable to Employee by reason of this Amendment.
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5. No Termination; Continuous Service. The parties acknowledge and agree that Employee’s transition from Chief Executive Officer to Executive Director is intended to constitute continuous employment and service with the Company. Employee’s service period shall not be interrupted for purposes of compensation, benefits, vesting, severance, vacation accrual, restrictive covenants or any other provision of the Employment Agreement. The parties further intend that the transition contemplated by this Amendment not constitute a “separation from service” within the meaning of Treasury Regulation Section 1.409A-1(h), and the parties anticipate that Employee will continue to provide bona fide services to the Company at a level greater than twenty percent (20%) of the average level of bona fide services performed by Employee over the thirty-six (36) month period preceding the Amendment Effective Date. If, notwithstanding the foregoing, a separation from service is deemed to occur, the parties shall administer the Employment Agreement in a manner intended to comply with, or be exempt from, Section 409A, and Employee acknowledges that, because the Company’s common stock is publicly traded, Employee is expected to be a “specified employee” within the meaning of Section 409A(a)(2)(B)(i). The Company makes no representation that any payment or benefit complies with or is exempt from Section 409A and shall have no liability to Employee for any tax, interest or penalty imposed thereunder.
6. Board Capacity. Employee’s continued service as a director is separate from his employment as Executive Director. Nothing in this Amendment guarantees Employee’s continued election or appointment to the Board beyond the term or process applicable under the Company’s organizational documents, applicable law and shareholder or Board action. If Employee ceases to serve as a director but remains employed by the Company as Executive Director, such cessation from the Board alone shall not automatically terminate the Employment Agreement.
7. Waiver of Good Reason and Transition Claims. Employee, on behalf of himself and his heirs, executors, administrators and assigns, irrevocably and unconditionally waives and releases any and all rights and claims arising out of or relating to the matters described in Sections 1, 2 and 3 of this Amendment, including any claim that his cessation as Chief Executive Officer or as Interim Chief Financial Officer, the termination of his principal executive officer, principal financial officer and principal accounting officer designations, the appointment of a successor Chief Executive Officer or Chief Financial Officer, his appointment as Executive Director, or any resulting change in his title, duties, authority, reporting relationship, status, responsibilities or perquisites constitutes or gives rise to Good Reason, a termination without Cause, a constructive termination, a material breach of the Employment Agreement, or any entitlement to severance, accelerated vesting, or any other payment or benefit. Employee acknowledges that he has been advised to consult counsel of his own choosing, has had adequate opportunity to do so, and enters into this waiver knowingly and voluntarily. This Section 7 is limited to the matters described in it and is not a general release of claims. Nothing in this Section 7 waives any right described in Section 11.
8. Transition and Cooperation. Employee shall cooperate fully with the Company and with the individuals serving as Chief Executive Officer and Chief Financial Officer in effecting an orderly transition, including the transfer of duties, records, systems and premises access, signature and banking authorities, transfer agent instructions and EDGAR access previously held by Employee. For so long as Employee is employed by the Company, and for twelve (12) months thereafter without additional consideration (and thereafter upon reimbursement of reasonable out-of-pocket expenses), Employee shall make himself reasonably available to the Company, its Audit Committee, its independent registered public accounting firm and its counsel in connection with (a) the preparation, review or amendment of any periodic report, current report, registration statement or proxy statement covering any period during which Employee served as Chief Executive Officer or Interim Chief Financial Officer; (b) the audit of the Company’s financial statements for the fiscal year ending December 31, 2026 and any review of interim financial statements; (c) any restatement, or any evaluation of the Company’s disclosure controls and procedures or internal control over financial reporting; (d) the Company’s pending Registration Statement on Form S-1 and any response to comments of the staff of the Securities and Exchange Commission; and (e) any inquiry, request, examination or proceeding of the Securities and Exchange Commission, The Nasdaq Stock Market or any other governmental or regulatory authority. Employee shall promptly deliver to the Company all Company records in his possession or control relating to those periods.
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9. Certifications; Disclosure Cooperation. Employee shall, promptly upon request, execute any certification, management representation letter or similar instrument required in connection with any report or registration statement covering a period during which Employee served as Chief Executive Officer or Interim Chief Financial Officer, in each case to the extent it relates to that period and Employee is able to make it truthfully. Employee shall cooperate fully and promptly with the Company in the preparation and filing of the Current Report on Form 8-K reporting the matters described in this Amendment and of any related disclosure, including furnishing the information required by Items 401, 402 and 404 of Regulation S-K and reviewing the relevant disclosure for accuracy. Employee shall promptly notify the Board of Directors of any transaction or relationship that would require disclosure under Item 404(a) of Regulation S-K, and of any event described in Item 401(f) of Regulation S-K or any disqualifying event described in Rule 506(d)(1) under the Securities Act of 1933, as amended, affecting Employee.
10. Clawback and Company Policies Preserved. Nothing in this Amendment limits, waives or releases any right of the Company to recover compensation from Employee under the Company’s compensation recovery policy adopted pursuant to Rule 10D-1 under the Exchange Act and Nasdaq Listing Rule 5608, under Section 304 of the Sarbanes-Oxley Act of 2002, or under any other clawback, recoupment or forfeiture policy or applicable law, in each case whether the compensation was received while Employee served as Chief Executive Officer or Interim Chief Financial Officer or thereafter. Employee acknowledges that recovery under the policy described in the preceding sentence is mandatory and applies without regard to Employee’s fault, that no indemnification, advancement of expenses or insurance provided or procured by the Company applies to any amount so recovered, and that any such recovery shall not constitute Good Reason or a breach of the Employment Agreement by the Company.
11. Protected Activity Not Prohibited. Nothing in this Amendment, in the Employment Agreement, or in any other agreement or Company policy applicable to Employee shall prohibit or restrict Employee from: (i) initiating communications directly with, responding to an inquiry from, volunteering information to, or providing testimony before the Securities and Exchange Commission, the Financial Industry Regulatory Authority, the U.S. Department of Justice, the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, any other self-regulatory organization, or any other federal, state or local governmental or regulatory authority (each, a “Government Agency”), regarding a possible violation of law; (ii) filing a charge or complaint with, or participating in any investigation or proceeding conducted by, any Government Agency; or (iii) making any other disclosure protected under the whistleblower provisions of federal or state law, including Section 21F of the Exchange Act and Rule 21F-17 thereunder, Section 806 of the Sarbanes-Oxley Act of 2002, and the Dodd-Frank Wall Street Reform and Consumer Protection Act. Employee is not required to notify the Company of, or to obtain the Company’s prior authorization for, any such communication or disclosure, and Employee does not waive, and the Company shall not seek to limit or condition, any right Employee may have to receive a monetary award from any Government Agency in connection with protected whistleblower activity. Nothing in Section 7 or Section 8 shall be construed to impede any activity protected by this Section 11, and the Company shall not retaliate against Employee for engaging in any such activity.
12. Acknowledgments and Representations. Employee confirms that his cessation as Chief Executive Officer and as Interim Chief Financial Officer, and his continued service as a director and as Executive Director, are not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. Employee further represents that, as of the Amendment Effective Date and other than as previously disclosed in the Company’s filings with the Securities and Exchange Commission or in writing to the Audit Committee, he is not aware of (a) any fraud, whether or not material, involving management or any employee having a significant role in the Company’s internal control over financial reporting; (b) any material weakness or significant deficiency in the design or operation of internal control over financial reporting; or (c) any violation or possible violation of law by the Company. Nothing in this Section 12 limits any right described in Section 11.
13. Ratification. Except as expressly amended by this Amendment, the Employment Agreement is hereby ratified and confirmed in all respects and shall remain unchanged and in full force and effect. In the event of any conflict between this Amendment and the Employment Agreement, this Amendment shall control. This Amendment amends the Employment Agreement only as expressly set forth herein and does not create, expand or extend any right, payment or benefit not already provided by the Employment Agreement.
14. Defined Terms. Capitalized terms used but not defined in this Amendment have the meanings assigned to them in the Employment Agreement.
15. Counterparts; Electronic Signatures. This Amendment may be executed in counterparts and by facsimile, PDF or other electronic signature, each of which shall be deemed an original and all of which together shall constitute one instrument.
16. Governing Law. This Amendment shall be governed by, and construed in accordance with, the same governing law and forum-selection provisions set forth in Section 3.11 of the Employment Agreement.
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IN WITNESS WHEREOF, the parties have executed this Amendment as of the Amendment Effective Date.
Sadot Group Inc.
By: /s/ Aleksandr Zhandov
Name: Aleksandr Zhandov
Title: Chief Operating Officer
EMPLOYEE
/s/Haggai Ravid
CHAGAY [HAGGAI] RAVID
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