KORU Medical Systems Inc.

07/24/2024 | Press release | Distributed by Public on 07/24/2024 14:26

Material Agreement Form 8 K

ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

On July 24, 2024, the Company announced that Christopher Pazdan, the Senior Vice President, Operations of KORU Medical Systems, Inc. (the "Company"), was appointed to the newly-created position of Chief Operating Officer of the Company, effective July 18, 2024. In connection with his appointment, Mr. Pazdan entered into an Amended and Restated Employment Agreement with the Company dated as of July 18, 2024 (the "A&R Employment Agreement"). The following summary of the A&R Employment Agreement does not purport to be complete and is subject to and qualified by its entirety by the terms of the A&R Employment Agreement, a copy of which is attached as an exhibit to this Current Report on Form 8-K and incorporated herein by reference.

The material terms of the A&R Employment Agreement are as follows:

• Mr. Pazdan's annual base compensation will be $350,000 ("Base Salary") and may change at the Board's sole and absolute discretion in consultation with the Company's Chief Executive Officer.
• Mr. Pazdan will be eligible to earn an annual bonus of up to 50% of Base Salary in accordance with the Company's annual incentive compensation plan (the "Annual Bonus").
• Mr. Pazdan's employment with the Company is "at-will", meaning that Mr. Pazdan may terminate his employment at any time for any reason or no reason, and the Company may terminate Mr. Pazdan's employment at any time for any reason or no reason.

Upon termination of Mr. Pazdan's employment by the Company without Cause or for Good Reason (each capitalized terms as defined in the A&R Employment Agreement), subject to his execution of a customary general release of claims in favor of the Company and its affiliates, Mr. Pazdan will be entitled to receive an amount equal to twelve (12) months of his then-current Base Salary, to be paid in accordance with the Company's normal payroll practices after the termination date, subject to certain exceptions. For the same twelve (12) month period after the termination date, the Company will also pay premiums for Mr. Pazdan's health insurance.