{"url_path":"/sec/evtv/8-k/2026-05-20/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 Officer.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-05-20","source_url":"https://www.sec.gov/Archives/edgar/data/1563568/0001437749-26-017874-index.html","accession_number":"0001437749-26-017874","cik":"0001563568","ticker":"EVTV","issuer_name":"AZIO AI HOLDINGS, INC.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1563568/0001437749-26-017874-index.html","primary_entity_key":"0001563568","primary_entity_name":"Envirotech Vehicles, Inc."},"word_count":915,"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 Officer.**\n\n \n\n**Services Agreement**\n\n \n\nOn May 19, 2026, the Company entered into a Services Agreement (the \"Shell Castle Agreement\") with Shell Castle LLC, a Puerto Rico limited liability company (\"Shell Castle\") that is wholly owned by Jason Maddox, the Company’s President and Interim Chief Financial Officer, pursuant to which Shell Castle will provide executive management services to the Company through a designated principal (initially Mr. Maddox), who will serve as President and Interim Chief Financial Officer of the Company, or such other positions as may be mutually agreed upon and approved by the Board. On May 19, 2026, the Company also entered into a Services Agreement (the \"Met Agreement\" and, together with the Shell Castle Agreement, each a “Service Agreement” and, collectively, the “Service Agreements”) with Met Consulting LLC, a Puerto Rico limited liability company (\"Met\" and, together with Shell Castle, each a “Service Provider” and, collectively, the “Service Providers”) that is wholly owned by Elgin Tracy, the Company’s Chief Operating Officer, pursuant to which Met will provide executive management services to the Company through a designated principal (initially Mr. Tracy), who will serve as Chief Operating Officer of the Company, or such other positions as may be mutually agreed upon and approved by the Board.\n\n \n\nPursuant to each Services Agreement, the applicable Service Provider will receive annual base compensation of $500,000, payable in equal monthly installments, subject to annual review and increase (but not decrease). Such Service Provider will also receive a monthly car allowance of $2,000, guaranteed for a period of 36 months regardless of any termination of the applicable Services Agreement (other than in the event of a material breach thereof by the Service Provider), and comprehensive health benefits. Each Services Agreement may be terminated by either party thereto without cause upon 60 days' prior written notice. Upon a termination by the Company without \"Cause\" (as defined in the applicable Services Agreement) or by the Service Provider for \"Good Reason\" (as defined in the applicable Services Agreement), such Service Provider will be entitled to continuation of annual base compensation for a severance period of 24 months, plus a lump sum payment equal to one year’s annual base compensation, conditioned on the Service Provider’s execution (and non-revocation) of a release of claims in favor of the Company. In addition, upon a Change in Control (as defined in the Services Agreement), each Service Provider will receive a grant of 1,500,000 shares of EVTV’s common stock, subject to the approval by the Company’s shareholders of a sufficient number of shares available for issuance under the Company’s equity plan, which will immediately vest in full upon grant. In addition, in recognition of the applicable Service Provider’s accomplishments on behalf of the Company, such Service Provider will receive a total of $500,000 in 2026 and $500,000 in 2027, which will not be contingent on the Service Provider’s continued service with the Company.\n\n \n\n \n\n \n\n \n\nThe foregoing description of the Shell Castle Agreement and Met Agreement is not complete and is qualified in its entirety by reference to the full text of the Shell Castle Agreement and Met Agreement, copies of which are attached hereto as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K and incorporated herein by reference.\n\n \n\n**Amendment to Employment Agreement**\n\n \n\nOn May 19, 2026, the Company entered into an amendment (the “Amendment”) to the Employment Agreement, dated December 31, 2021 (as amended, the “Employment Agreement”), by and between the Company and Phillip W. Oldridge, the Company’s Chief Executive Officer.\n\n \n\nThe Employment Agreement was amended to provide that Mr. Oldridge will receive annual base compensation of $500,000, payable in semi-monthly installments consistent with the Company’s payroll practices, subject to annual review and increase. Mr. Oldridge will also receive a monthly car allowance of $2,000, guaranteed for a period of 36 months from May 2026 regardless of any termination of the Employment Agreement (other than in the event of a material breach thereof by Mr. Oldridge), and comprehensive health benefits. The Employment Agreement may be terminated by either party at any time upon 60 days' prior written notice (other than with respect to a termination by Mr. Oldridge, for “Good Reason” (as defined in the Employment Agreement)). Upon a termination by the Company without \"Cause\" (as defined in the Employment Agreement) or by Mr. Oldridge for \"Good Reason\", Mr. Oldridge will be entitled to continuation of annual base compensation for a severance period of 24 months, plus a lump sum payment equal to one year’s annual base compensation, conditioned on his execution (and non-revocation) of a release agreement pertaining to his Employment Agreement. In addition, upon a Change in Control (as defined in the Employment Agreement), Mr. Oldridge will receive a grant of 1,500,000 shares of EVTV’s common stock, subject to the approval by the Company’s shareholders of a sufficient number of shares available for issuance under the Company’s equity plan, which will immediately vest in full upon grant. In addition, in  recognition of his accomplishments on behalf of the Company, Mr. Oldridge will receive a total of $125,000 in, which will not be contingent on his continued service with the Company.\n\n \n\nThe foregoing description of the Amendment is not complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is attached hereto as Exhibit 10.3 to this Current Report on Form 8-K and incorporated herein by reference."}