{"url_path":"/sec/dukr/8-k/2026-06-11/item-5-02","section_key":"item-5-02","section_title":"Item 5.02 ** **Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-11","source_url":"https://www.sec.gov/Archives/edgar/data/1638911/0001213900-26-067570-index.html","accession_number":"0001213900-26-067570","cik":"0001638911","ticker":"DUKR","issuer_name":"DUKE Robotics Corp.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1638911/0001213900-26-067570-index.html","primary_entity_key":"0001638911","primary_entity_name":"DUKE Robotics Corp."},"word_count":609,"has_tables":true,"body_markdown":"**Item 5.02** **Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.**\n\n** **\n\nOn June 7, 2026, the Board\nof Directors (the “Board”) of Duke Robotics Corp. (the “Company”) approved the appointment of Mr. Yiftach Kleinman\nas the Company’s Chief Executive Officer, effective upon the commencement of his employment with the Company, which is expected to occur\nno later than September 8, 2026. Upon effectiveness, the Board will relieve Mr. Yossi Balucka from his role as Chief Executive Officer\nof the Company. Mr. Balucka will continue serving as the Company’s President.\n\n \n\nMr. Kleinman, age 56, has\nserved as Chief Executive Officer of SpearUAV since June 2023. Prior to joining SpearUAV, Mr. Kleinman served in various executive leadership\npositions at Rafael Advanced Defense Systems Ltd., including Deputy General Manager, Subsidiaries, Mergers & Acquisitions from June\n2019 to June 2023 and Director of Marketing and International Business Development from May 2010 to June 2019. Mr. Kleinman holds a Master\nof Business Administration with a specialization in International Marketing and a Bachelor of Science in Business Administration with\na specialization in Marketing from the University of Manchester.\n\n \n\nIn connection with Mr. Kleinman’s\nappointment, the Company entered into a Personal Employment Agreement with Mr. Kleinman (the “Employment Agreement”), pursuant\nto which Mr. Kleinman will serve as Chief Executive Officer of the Company and its subsidiaries. The commencement date of Mr. Kleinman’s\nemployment will occur no later than 90 days following execution of the Employment Agreement. The Employment Agreement may be terminated\nby either the Company or Mr. Kleinman upon ninety (90) days’ prior written notice. Mr. Kleinman will also be subject to standard confidentiality,\nintellectual property assignment and non-compete provisions. Pursuant to the Employment Agreement, Mr. Kleinman will receive a gross monthly\nbase salary of NIS 80,000 (approximately $27,600). In addition, Mr. Kleinman will be eligible to receive an annual cash bonus opportunity\nof up to twelve monthly salaries, consisting of (i) an annual performance bonus of up to six monthly salaries based on Company performance\nand the achievement of goals and objectives and (ii) a special cash bonus of up to six monthly salaries based on Company performance and\nachievement of significant milestones, in each case subject to the Company’s compensation policy and approval procedures. Mr. Kleinman\nwill also be eligible to receive a specific bonus for calendar year 2026, equal to two monthly salaries.\n\n \n\nThe Employment Agreement further\nprovides that, subject to the approval of the Company’s applicable corporate bodies and the Duke Robotics Corp. 2021 Equity Incentive\nPlan, Mr. Kleinman will receive an option grant to purchase 53,600 shares of the Company’s common stock. The options will have a six-year\nterm and vest over three years, with one-third vesting on the first anniversary of the grant date and the remainder vesting quarterly\nover the following twenty-four months. The exercise price will equal the average closing price of the Company’s common stock during the\nthirty trading days immediately preceding the grant date. Unvested options will accelerate upon certain change of control transactions.\n\n \n\nThere are no family relationships\nbetween Mr. Kleinman and any director or executive officer of the Company, and there are no arrangements or understandings between Mr.\nKleinman and any other person pursuant to which he was selected as an officer of the Company. Mr. Kleinman has no direct or indirect material\ninterest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.\n\n \n\nThe foregoing summary of the\nEmployment Agreement is qualified in its entirety by reference to the Employment Agreement, which is filed as Exhibit 10.1 to this Current\nReport on Form 8-K and incorporated herein by reference."}