NXTD NXT ID Inc

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

As previously disclosed in the Current Report on Form 8-K filed by the Company with the U.S. Securities and Exchange Commission on June 17, 2021, the Company entered into an employment agreement dated as of June 8, 2021 with Chia-Lin Simmons (the “Prior Agreement”). The Prior Agreement provided for Ms. Simmons to serve as the Company’s Chief Executive Officer through and until June 14, 2022, such term to automatically renew for an additional year if Ms. Simmons achieved the objectives set forth in the Prior Agreement.

On November 2, 2022, the Company executed and entered into a new executive employment agreement (the “Employment Agreement”) with Ms. Simmons, effective as of June 14, 2022. The term of the Employment Agreement commenced on June 14, 2022 and continues through and until August 31, 2025 (the “Term”), unless terminated on an earlier date pursuant to the terms set forth in the Employment Agreement.

Pursuant to the Employment Agreement, Ms. Simmons will receive an annual base salary of $500,000 and will be eligible to receive an annual bonus (the “Annual Bonus”). The Annual Bonus will have a maximum amount of 100% of Ms. Simmons’s base salary and is contingent upon Ms. Simmons meeting certain annual goals (the “Annual Bonus Goals”) as approved by the Company’s Board of Directors (the “Board”). Following the close of each fiscal year, the Compensation Committee of the Board shall determine the amount of Ms. Simmons’ Annual Bonus within the guidance set forth in the Annual Bonus Goals.

The Employment Agreement also provides that subject to the approval of the Board, Ms. Simmons shall be issued grants of restricted shares of the Company’s common stock (“Restricted Shares”) from time to time during the Term so that the aggregate number of Restricted Shares held of record by Ms. Simmons at all times during the Term equals six percent (6%) of the Company’s aggregate issued and outstanding stock as of the applicable date of grant.

The Employment Agreement contains standard terms relating to termination of employment for cause, good reason, as well as standard provisions relating to Ms. Simmons’ rights receive unpaid salary through the date of termination and accrued but unused vacation time in accordance with Company policy and all other payment and benefits to which Ms. Simmons shall be entitled to under the terms of the Employment Agreement.

The foregoing description of the Employment Agreement is not complete and is qualified in its entirety by reference to the full text of the Employment Agreement, which is attached hereto as Exhibit 10.1 and incorporated herein by reference.