Management Change/Compensation Form 8 K

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(e) On December 3, 2024, ODEC entered into a severance agreement with Kirk D. Johnson to set forth their agreement on the terms of Mr. Johnson's previously disclosed end of employment at ODEC effective November 5, 2024. The severance agreement is subject to a seven day revocation period and will be effective December 10, 2024, as long as Mr. Johnson does not revoke his assent during the revocation period. The severance agreement provides for a total severance payment of $387,759, less applicable tax withholdings, payable in two parts - a payment totaling one-month of Mr. Johnson's annual salary in December 2024 and the remaining amount paid in a lump sum in January 2025. The severance agreement includes a customary release of claims by Mr. Johnson in favor of ODEC and certain customary restrictive covenants, including confidentiality and nondisclosure covenants, and covenants not to compete with ODEC for one year following his last date of employment. The foregoing summary of the severance agreement is qualified in its entirety by reference to the full text of the severance agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated by reference herein.