{"url_path":"/sec/beat/8-k/2026-06-22/item-5-02","section_key":"item-5-02","section_title":"Item 5.02 Departure of Directors or Certain","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-22","source_url":"https://www.sec.gov/Archives/edgar/data/1779372/0001213900-26-070628-index.html","accession_number":"0001213900-26-070628","cik":"0001779372","ticker":"BEAT","issuer_name":"HeartBeam, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1779372/0001213900-26-070628-index.html","primary_entity_key":"0001779372","primary_entity_name":"HeartBeam, Inc."},"word_count":561,"has_tables":true,"body_markdown":"**Item 5.02 Departure of Directors or Certain\nOfficers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.**\n\n** **\n\n*Compensatory Arrangements of Named Executive\nOfficers*\n\n \n\nOn June 15, 2026, the Compensation Committee of\nthe Board of Directors (the “Board”) of HeartBeam, Inc. (the “Company”) approved certain compensatory arrangements\nfor Branislav Vajdic, the Company’s President, Founder and Director, including a performance-based restricted stock unit (“PRSU”)\naward and a transaction bonus agreement (the “Transaction Bonus Agreement”), each as described below.\n\n \n\n*PRSU*\n\n* *\n\nOn June 15, 2026, the Board approved a performance-based\nrestricted stock unit award under the Company’s 2022 Equity Incentive Plan to Dr. Vajdic covering 2,800,000 restricted stock units.\nThe performance-based restricted stock units are eligible to vest only if and to the extent that specified performance-based conditions\nand service-based conditions are satisfied, or the requirements for accelerated vesting are satisfied.\n\n \n\nThe performance-based conditions relate to specified\noperational, software, product-development and clinical study milestones during the period beginning on the grant date and ending on the\nearlier of the one-year anniversary of the grant date and the day before the effective date of the first Change in Control to occur after\nthe grant date. The service-based conditions are satisfied as to one-third of the performance-based restricted stock units on each of\nthe first three anniversaries of the grant date, subject to Dr. Vajdic’s continued service through the applicable date, provided\nthat if a Change in Control occurs on or before the three-year anniversary of the grant date, then the service-based condition will be\nsatisfied immediately prior to such Change in Control, subject to Dr. Vajdic’s continued service through such time.\n\n \n\nThe performance-based restricted stock unit award\nalso provides for accelerated vesting upon a qualifying termination before the three-year anniversary of the grant date, to the extent\napplicable performance milestones were timely achieved before such qualifying termination and subject to Dr. Vajdic’s satisfaction\nof the applicable release condition.\n\n \n\nThe foregoing description of the performance-based\nrestricted stock unit award does not purport to be complete and is qualified in its entirety by reference to the full text of the applicable\naward agreement, which is filed herewith as Exhibit 10.2 and incorporated herein by reference.\n\n \n\n*Transaction Bonus Agreement*\n\n \n\nSubject to Dr. Vajdic’s continued employment\nwith the Company through immediately prior to a Qualifying Change in Control (as defined in the Transaction Bonus Agreement), the transaction\nbonus will be determined based on achievement of specified market capitalization and per-share price thresholds. If the minimum threshold\nis not achieved, no transaction bonus will be payable.\n\n \n\nAny transaction bonus that becomes payable will\ngenerally be paid in the same form or forms and in the same proportions of consideration paid to the Company’s stockholders in the\nQualifying Change in Control, except that the Board may determine to pay all or a portion of the transaction bonus in cash. Any amount\npayable at closing will be paid no later than 30 days after the closing, and any amount attributable to post-closing payments will be\npaid if and when such amounts are paid to the Company’s stockholders, subject to the terms of the Transaction Bonus Agreement.\n\n \n\nThe foregoing description of the Transaction Bonus\nAgreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Transaction Bonus Agreement,\nwhich is filed herewith as Exhibit 10.1 and incorporated herein by reference.\n\n \n\n1"}