Material Agreement Form 8 K

Item 1.01 Entry into a Material Definitive Agreement.

On August 23, 2024, Scorpius Holdings, Inc. (the "Company") entered into amendments to Jeff Wolf's and William Ostrander's employment agreements to provide for an incentive performance bonus to align senior executive compensation with our growth objectives on meeting sales targets and booking goals.

The agreement that the Company had entered into Jeffrey Wolf, dated January 4, 2021, as amended December 7, 2022, was amended on August 23, 2024 (the "Wolf Amendment") to provide for the payment to him of a special performance bonus equal to: (i) 5% of the contract values of New Bookings (as defined below) through the first $6 million of New Bookings prior to December 31, 2024; and (ii) 2.5% of the contract values of New Bookings of $6 million or more prior to December 31, 2024.

The agreement that the Company had entered into with William Ostrander, dated January 1, 2022, as amended December 7, 2022 and December 11, 2022, was amended on August 23, 2024 (the "Ostrander Amendment") to provide for the payment to him of a special performance bonus equal to: (i) 2.5% of the contract values of New Bookings (as defined below) through the first $6 million of New Bookings prior to December 31, 2024; and (ii) 1.25% of the contract values of New Bookings of $6 million or more prior to December 31, 2024.

New Bookings is defined as the Company's execution of definitive agreements with customers for the provision of new services on or after the date of the amended employment agreements and prior to December 31, 2024.

The foregoing description of the terms of the Wolf Amendment and Ostrander Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of such documents, copies of which are filed as Exhibit 10.1 and 10.2, respectively, to this Current Report on Form 8-K and incorporated herein by reference.