{"url_path":"/sec/jetbf/10-k/2026/item-11","section_key":"item-11","section_title":"Item 11 EXECUTIVE COMPENSATION.","topic":"sec","document":{"doc_type":"10-K/A","doc_date":"2026-06-10","source_url":"https://www.sec.gov/Archives/edgar/data/1846084/0001193125-26-265739-index.html","accession_number":"0001193125-26-265739","cik":"0001846084","ticker":"JETBF","issuer_name":"Global Crossing Airlines Group Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1846084/0001193125-26-265739-index.html","primary_entity_key":"0001846084","primary_entity_name":"Global Crossing Airlines Group Inc."},"word_count":6521,"has_tables":true,"body_markdown":"ITEM 11. EXECUTIVE COMPENSATION.\n\nThe following tables and accompanying narrative disclosure set forth information about the compensation earned by our named executive officers during the years ended December 31, 2025 and 2024. We refer to each of them in this section as our “Named Executive Officer” or “NEO.”\n\nSummary Compensation Table\n\nThe following table sets forth the annual base salary and other compensation paid to each of the NEOs for the fiscal years ended December 31, 2025 and 2024:\n\n \n\nName and Principal Position\n\nFiscal Year\n\nSalary\n\n \n\nBonus\n\n \n\nStock Awards ($)(1)\n\n \n\nTotal ($)\n\n \n\nChris Jamroz\n\n2025\n\n \n\n260,000\n\n \n\n \n\n—\n\n \n\n \n\n—\n\n \n\n \n\n260,000\n\n \n\n \n\n2024\n\n \n\n184,130\n\n \n\n \n\n—\n\n \n\n \n\n—\n\n \n\n \n\n184,130\n\n \n\nExecutive Chairman\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nRyan Goepel\n\n2025\n\n \n\n400,000\n\n \n\n \n\n200,000\n\n \n\n \n\n80,833\n\n \n\n \n\n680,833\n\n \n\n.\n\n2024\n\n \n\n345,833\n\n \n\n \n\n75,000\n\n \n\n \n\n108,333\n\n \n\n \n\n529,166\n\n \n\nPresident, Chief Financial Officer\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n(1)\nThe amounts reported in the “Stock Awards” column represent grant date fair value of the restricted stock granted to the NEOs during the fiscal years ended December 31, 2025 and 2024 as computed in accordance with FASB Accounting Standards Codification Topic 718. Note that the amounts reported in this column reflect the accounting cost for these stock options and do not correspond to the actual economic value that may be received by the NEOs from the restricted stock.\n\n \n\nOutstanding Equity Awards at Fiscal Year-End\n\nThe following table sets forth specified information concerning unexercised restricted stock units for each of the NEOs outstanding as of December 31, 2025:\n\n \n\n \n\n \n\nStock Awards\n\n \n\nName\n\n \n\nGrant Date(1)\n\n \n\nNumber of Restricted Share Units That Have Not Vested\n(#)\n\n \n\nMarket Value of Restricted Share Units That Have Not Vested ($) (2)\n\n \n\nChris Jamroz\n\n \n\n3/20/2024\n\n \n\n500,000(4)\n\n \n\n$\n\n292,500\n\n \n\nRyan Goepel\n\n \n\n3/16/2023\n\n \n\n83,334(3)\n\n \n\n \n\n48,750\n\n \n\n \n\n3/20/2024\n\n \n\n100,000(3)\n\n \n\n \n\n58,500\n\n \n\n \n\n(1)\nAll outstanding restricted share units were granted under our Restricted Share Unit Plan.\n\n(2)\nThe closing market price of our common stock on the OTCQB on December 31, 2025 was $0.585 per share.\n\n(3)\n33.33% of the restricted share units vest on each anniversaries of the vesting commencement date, subject to the executive’s continued service to us. These restricted share units are also subject to acceleration of vesting upon a qualifying change in control if the surviving corporation fails to continue or assume the obligations with respect to such restricted share units or fails to provide for the conversion or replacement of such restricted share units with an equivalent award.\n\n(4)\n100% of the restricted share units vest on the one year anniversary of the vesting commencement date, subject to the executive’s continued service to us. These restricted share units are also subject to acceleration of vesting upon a qualifying change in control if the surviving corporation fails to continue or assume the obligations with respect to such restricted share units or fails to provide for the conversion or replacement of such restricted share units with an equivalent award.\n\n57\n\n \n\nThe following table sets forth specified information concerning unexercised restricted stock units for each of the NEOs outstanding as of December 31, 2024.\n\n \n\n \n\n \n\nOption Awards\n\nStock Awards\n\n \n\nName\n\n \n\nGrant Date(1)\n\n \n\nNumber of Securities Underlying Unexercised Options Exercisable\n\n \n\n \n\nOption Exercise Price ($)\n\n \n\n \n\nOption Expiration Date\n\n \n\n \n\nNumber of Restricted Share Units That Have Not Vested\n(#)\n\n \n\n \n\nMarket Value of Restricted Share Units That Have Not Vested ($) (2)\n\n \n\nChris Jamroz\n\n \n\n3/20/2024\n\n \n\n \n\n—\n\n \n\n \n\n \n\n—\n\n \n\n \n\n \n\n—\n\n \n\n \n\n500,000(5)\n\n \n\n \n\n$\n\n230,000\n\n \n\nRyan Goepel\n\n \n\n6/23/2020\n\n \n\n71,666(3)\n\n \n\n \n\n \n\n0.25\n\n \n\n \n\n6/23/2025\n\n \n\n \n\n \n\n—\n\n \n\n \n\n \n\n—\n\n \n\n \n\n3/16/2023\n\n \n\n \n\n—\n\n \n\n \n\n \n\n—\n\n \n\n \n\n \n\n—\n\n \n\n \n\n166,667(4)\n\n \n\n \n\n \n\n76,667\n\n \n\n \n\n3/20/2024\n\n \n\n \n\n—\n\n \n\n \n\n \n\n—\n\n \n\n \n\n \n\n—\n\n \n\n \n\n150,000(4)\n\n \n\n \n\n \n\n69,000\n\n \n\n \n\n(1)\nAll outstanding options were granted under our Amended Option Plan and all outstanding restricted share units were granted under our Restricted Share Unit Plan.\n\n(2)\nThe closing market price of our common stock on the OTCQB on December 31, 2024 was $0.46 per share.\n\n(3)\nThis option vests monthly over 24 months, subject to the executive’s continued service to us. These options are also subject to acceleration of vesting upon a qualifying change in control if the surviving corporation fails to continue or assume the obligations with respect to such options or fails to provide for the conversion or replacement of such options with an equivalent award. All of the remaining options were exercised during the year ended December 31, 2025.\n\n(4)\n50% of the restricted share units vest on each of the second and third anniversaries of the vesting commencement date, subject to the executive’s continued service to us. These restricted share units are also subject to acceleration of vesting upon a qualifying change in control if the surviving corporation fails to continue or assume the obligations with respect to such restricted share units or fails to provide for the conversion or replacement of such restricted share units with an equivalent award.\n\n(5)\n33.33% of the restricted share units vest on each anniversaries of the vesting commencement date, subject to the executive’s continued service to us. These restricted share units are also subject to acceleration of vesting upon a qualifying change in control if the surviving corporation fails to continue or assume the obligations with respect to such restricted share units or fails to provide for the conversion or replacement of such restricted share units with an equivalent award.\n\nExecutive Compensation\n\nOur performance-driven compensation program for our NEOs consists of the following main components:\n\n•\nbase salary;\n\n•\nperformance-based incentives;\n\n•\nequity-based incentives;\n\n•\nbenefits; and\n\n•\nperquisites.\n\nWe will continue to build our executive compensation program around each of these elements because each individual component is useful in furthering our compensation philosophy and we believe that, collectively, they are effective in achieving our overall objectives.\n\nBase Salary. We provide our NEOs with a base salary to compensate them for their service to our company during each fiscal year. The base salary payable to each NEO is intended to provide a fixed component of compensation that adequately reflects the executive’s qualifications, experience, role and responsibilities. Base salary amounts are established based on consideration of, among other factors, the scope of the NEO’s position, responsibilities and years of service and our compensation committee’s general knowledge of the competitive market, based on, among other things, experience with other similarly situated companies and our industry and market data.\n\nEmployment Agreements\n\n \n\nOn September 1, 2021, the Company entered into an employment agreement with Ryan Goepel, the Company’s President and Chief Financial Officer (the “Goepel Employment Agreement”). The Goepel Employment Agreement is for a three year term and provides for a current annual base salary of $400,000 (increased on July 1, 2024) and a target bonus of 100% of his base salaries subject to the\n\n58\n\n \n\nCompany’s Board approval. Mr. Goepel is entitled to receive severance payments, including one year of his then base salary and other benefits in the event of a change of control, termination by the Company without cause, termination for good reason by the executive or non-renewal by the Company. The above description of the terms of the Goepel Employment Agreement is not complete and is qualified by reference to the complete document. The Goepel Employment Agreement was amended on September 26, 2024, to change his title to “President” and the severance period was changed from 12 months to 18 months.\n\n \n\nEquity Incentive Plans\n\n \n\nDescription of our Incentive Stock Option Plan, Restricted Share Unit Plan and Performance Share Unit Plan are below:\n\n \n\nSummary of the Option Plan\n\n \n\nThe following description of certain features of the Incentive Stock Option Plan(“Option Plan”) is intended to be a summary only. The summary is qualified in its entirety by the full text of the Option Plan, which is incorporated by reference as Exhibit 10.18 to this Annual Report on Form 10-K. Capitalized terms used but not defined in this Summary of the Option Plan shall have the meanings ascribed to such terms in the Option Plan.\n\n \n\nThe principal purposes of the Option Plan are to encourage profitability and growth through short-term and long-term incentives that are consistent with the Company’s objectives; to give participants an incentive for excellence in individual performance; to promote teamwork among participants; and to give the Company a significant advantage in attracting and retaining key employees, directors, and consultants. The Option Plan provides for the grant of nonqualified stock options which are not intended to meet the requirements of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”). When considering new grants of share-based or option-based awards, we intend to take into account previous grants of such awards.\n\n \n\nEligible Participants. Certain employees, directors and consultants are eligible to be granted awards under the Option Plan. No eligible person, participant or other person shall have any claim to be granted an award under the Option Plan. The Board is not required to treat with uniformity eligible persons, participants, or holders or beneficiaries of awards under the Option Plan.\n\n \n\nAdministration. The Option Plan is administered by the Board of the Company. All of the powers exercisable by the Board under the Option Plan may, to the extent permitted by law and authorized by resolution of the Board be exercised by the Compensation Committee.\n\n \n\nSubject to applicable limitations in the Option Plan and to applicable law, the Board or the Compensation Committee, as the case may be, has the authority to:\n\n•\ndesignate which eligible persons will be granted awards under the Option Plan;\n\n•\ndetermine the type or types of awards to be granted to each participant under the Option Plan;\n\n•\ndetermine the terms and conditions of any award or option agreement, including any terms relating to the forfeiture of any award and the forfeiture, recapture or disgorgement of any cash, our common stock or other amounts payable with respect to any award;\n\n•\namend the terms and conditions of any award or option agreement;\n\n•\naccelerate the exercisability of any award or the lapse of any restrictions relating to any award;\n\n•\ndetermine whether, to what extent and under what circumstances awards may be exercised in cash, our common stock, other securities, other awards or other property (excluding promissory notes), or canceled, forfeited or suspended;\n\n•\ninterpret and administer the Option Plan and any option agreement or other instrument or agreement relating to the Option Plan;\n\n•\nestablish, amend, suspend or waive rules and regulations and appoint such agents as the Board or the Compensation Committee, as applicable, shall deem necessary or appropriate for the proper administration of the Option Plan;\n\n•\nmake any other determination and take any other action that the Board or the Compensation Committee, as applicable, deems necessary or desirable for the administration of the Option Plan; and\n\n•\nadopt such modifications, rules, procedures and subplans as may be necessary or desirable to comply with the provisions of the laws of non-U.S. jurisdictions in which the Company or any of our affiliates may operate.\n\n \n\nDeterminations and interpretations with respect to the Option Plan are within the sole discretion of the Board or the Compensation Committee, as applicable, whose determinations and interpretations will be binding on all interested parties.\n\n59\n\n \n\n \n\nExtension of Option Plan Term. Under the rules of the Cboe CA Exchange, Inc. (“Cboe CA”), the Option Plan will expire on December 10, 2028, the third anniversary of the date that stockholders last approved the Option Plan.\n\n \n\nAmendments to the Option Plan. Our Board may amend, alter, suspend, discontinue or terminate the Option Plan at any time, provided that no amendment to the terms of any previously granted award may, (except as expressly provided in the Option Plan), materially and adversely alter or impair the terms or conditions of the award previously granted to a participant under the Option Plan without the written consent of the participant or holder thereof and subject to applicable law. However, notwithstanding any other provision of the Option Plan or any option agreement, stockholder approval must be obtained for any amendment to the Option Plan that:\n\n•\nincreases the number of common stock which may be issued under the Option Plan;\n\n•\nincreases the benefits under the Option Plan;\n\n•\nmodifies the requirements as to the eligibility for participation in the Option Plan;\n\n•\nmodifies the limitations on the number of options that may be granted to any one person or category of persons under the Option Plan;\n\n•\nmodifies the method for determining the exercise price of options granted under the Option Plan;\n\n•\nincreases the maximum option period;\n\n•\nmodifies the expiry and termination provisions applicable to options granted under the Option Plan; or\n\n•\nany other amendment set out in Section 10.12(7) of the Cboe CA Listing Manual.\n\n \n\nAmendments to Awards; No Option Repricing. The Board or the Compensation Committee may amend the terms of any previously granted award. However, except as expressly provided in the Option Plan (e.g., in the case of certain corporate transactions), no amendment to the terms of any previously granted award may adversely alter or impair the terms or conditions of the award previously granted to a participant under the Option Plan without the written consent of the participant or holder thereof. Any amendment to the terms of any award previously granted is subject to compliance with all applicable laws, rules, regulations and policies of any applicable governmental entity or securities exchange, including receipt of any required approval from the governmental entity or stock exchange.\n\n \n\nThe Board or the Compensation Committee may make changes to awards that are necessary or desirable to comply with applicable laws, rules, regulations and policies of any applicable governmental entity or stock exchange, including amendments to awards necessary or desirable to maximize any available tax deduction or to avoid any adverse tax result. If any provision of the Option Plan or an option agreement would result in adverse tax consequences to the Company, then the Board or the Compensation Committee may amend such provision (or take any other action reasonably necessary) to avoid any adverse tax consequences. No action taken to avoid any adverse tax consequences to the Company will be deemed impair or otherwise adversely affect the rights of any holder of an award or any beneficiary of such holder.\n\n \n\nExcept in connection with an adjustment relating to shares of the Company’s common stock described in the section of titled “Shares Available for Awards—Award Limits” below, the Board or the Compensation Committee may not, without prior approval of the Company’s stockholders, effect any re-pricing of any previously granted “underwater” stock options.\n\n \n\nTerm of Option: The maximum term for an option granted under the Option Plan is 10 years.\n\n \n\nVesting. Options will vest and become exercisable in accordance with the vesting requirements established by the Compensation Committee and set forth in the applicable option agreement.\n\n \n\nExercise Price. The option exercise price will be determined by the Compensation Committee, which may not be less than 100% of the fair market value of our common stock on the date of grant of an option. However, there is an exception to this requirement. The Compensation Committee may grant an option with an exercise price less than 100% of the fair market value of our common stock on the date of grant if the Compensation Committee grants the option in substitution for a stock option previously granted by an entity that is acquired by or merged with the Company or one of its affiliates.\n\n \n\nMethod of Exercise. The Board or the Compensation Committee, as applicable, will determine the form or forms (e.g., cash or our common stock (actually or by attestation)) in which payment of the exercise price of options may be made. However, the stock option exercise price may not be paid by delivery of a promissory note.\n\n \n\nTransferability. A participant may not assign, transfer, pledge, attach, alienate or otherwise encumber an award (other than fully vested and unrestricted shares) granted to you under the Option Plan, except to a personal holding company controlled by the participant the\n\n60\n\n \n\nshares of which are held directly by the participant (a “Holding Company”) or to a registered retirement savings plan established for the participant’s sole benefit (a “RRSP”) or from a Holding Company or RRSP to the participant, or by will or by the laws of descent and distribution. The Compensation Committee may also establish procedures for a participant to designate a person or persons, as beneficiary or beneficiaries, to exercise the rights of a participant or receive any property distributable with respect to any award in the event of the participant’s death.\n\n \n\nChange in Control. Unless otherwise determined by the Board, or unless otherwise provided in an agreement with the Company or its related entity, or in an option agreement, if a change in control shall conclusively be deemed to have occurred and either one of the following occurs: a) upon a change in control the surviving corporation (or any related entity thereof) or the potential successor (or any related entity thereto) fails to “continue or assume” the obligations with respect to each option or fails to provide for the “conversion or replacement” of each option with an equivalent option that satisfies the criteria set forth in the Option Plan; or b) in the event that the options were “continued or assumed”, or “converted or replaced” as contemplated in the Plan, during the two-year period following the effective date of a change in control, the participant’s employment or engagement is terminated as contemplated in the Option Plan, then there shall be immediate full vesting and redemption of each outstanding option.\n\n \n\nOther Terms and Conditions. The Compensation Committee may grant stock options with such additional terms and conditions as the Board of the Compensation Committee, as applicable, shall determine.\n\n \n\nShares Available for Awards; Award Limits. The number of shares available for future awards under the Option Plan, and all other stock based compensation plans, is 9,400,000 less the number of shares subject to awards outstanding on the record date of the Annual Meeting (as of December 31, 2025, 3,246,963 shares are available for future awards under the Option Plan, and all other stock based compensation plans). Any shares subject to awards outstanding on the date of the Annual Meeting that are thereafter exercised, forfeited, terminated or cancelled will again be available for future awards under the Option Plan. The number of shares issued or reserved pursuant to the Option Plan will be adjusted by the plan administrator, as they deem appropriate and equitable, as a result of stock splits, stock dividends, and similar changes in our common stock.\n\n \n\nCompliance with Applicable Laws. We intend for awards granted under the Option Plan to be designed, granted, and administered in such a manner that they are either exempt from the application of, or comply with, the requirements of Section 409A of the Internal Revenue Code.\n\n \n\nNew Plan Benefits Under the Option Plan. Future awards under the Option Plan will be made at the discretion of the plan administrator based on such factors as the plan administrator deems relevant at the time the awards are made.\n\n \n\nSummary of the RSU Plan\n\n \n\nThe following description of certain features of the RSU Plan is intended to be a summary only. The summary is qualified in its entirety by the full text of the RSU Plan, which is incorporated by reference as Exhibit 10.20 to this Annual Report on Form 10-K. Capitalized terms used but not defined in this Summary of the RSU Plan shall have the meanings ascribed to such terms in the RSU Plan.\n\n \n\nThe principal purposes of the RSU Plan are to encourage profitability and growth through short-term and long-term incentives that are consistent with the Company’s objectives; to give participants an incentive for excellence in individual performance; to promote teamwork among participants; and to give the Company a significant advantage in attracting and retaining key employees, directors, and consultants. When considering new grants of share-based or option-based awards, we intend to take into account previous grants of such awards.\n\n \n\nRestricted Share Units. The holder of RSUs will have the right, subject to any restrictions imposed by the Board, to receive our common stock, or a cash payment equal to the fair market value of such shares, at some future date determined by the Board. The Board will have the authority to determine the timing of any grants of RSUs and may make the vesting of RSUs subject to the completion of a specified period of service with the Company or one of our affiliates. Holders of RSUs will not have any of the voting rights of a holder of our common stock, nor will they have a right to receive any dividends paid on our common stock. The Board may impose additional terms and conditions on any RSU not inconsistent with the provisions of the RSU Plan as the Board shall determine.\n\n \n\nEligible Participants. Certain employees, directors and consultants are eligible to be granted awards under the RSU Plan. No eligible person, participant or other person shall have any claim to be granted an award under the RSU Plan. The Board is not required to treat with uniformity eligible persons, participants, or holders or beneficiaries of awards under the Plan.\n\n \n\nAdministration. The RSU Plan is administered by the Compensation Committee, or by the full Board of the Company if the Compensation Committee ceases to exist. The Compensation Committee shall, periodically, after considering the Chief Executive Officer’s recommendations, make recommendations to the Board as to the grant of RSUs. In addition to the powers granted to the Board\n\n61\n\n \n\nunder the RSU Plan and subject to the terms of the RSU Plan, the Board shall have full and complete authority to grant RSUs, to interpret the RSU Plan, to prescribe such rules and regulations as it deems necessary for the proper administration of the RSU Plan and to make such determinations and to take such actions in connection therewith as it deems necessary or advisable. Any such interpretation, rule, determination or other act of the Board shall be conclusively binding upon all persons.\n\n \n\nExtension of RSU Plan Term. Under the rules of the CBOE Canada, the RSU Plan will expire on December 10, 2028, the third anniversary of the date that stockholders approved the RSU Plan.\n\n \n\nAmendments to the RSU Plan. The Board may, subject to stockholder approval, amend the RSU Plan or terms of an RSU at any time. Notwithstanding the foregoing, the Board is specifically authorized to amend or revise the terms of the RSU Plan or RSUs without obtaining stockholder approval in the following circumstances:\n\n1.\nto change the termination or vesting provisions of the RSUs, except for the benefit of a Related Person; or\n\n2.\nother amendments of a housekeeping nature, including the correction or rectification of any ambiguities, defective or inconsistent provisions, errors, mistakes or omissions herein and updating provisions herein to reflect changes in the governing laws, including tax laws, and the Cboe CA requirements.\n\n \n\nExcept as otherwise permitted by the Cboe CA, amendments to the Plan set out in Section 10.12(7) of the Cboe CA Listing Manual, may not be made without obtaining approval of the stockholders in accordance with Cboe CA requirements.\n\n \n\nAmendments to Awards under the RSU Plan. Unless otherwise provided by the RSU Plan, the Board may (without stockholder approval) amend, modify or terminate any outstanding RSU, including, but not limited to, substituting another award of the same or of a different type or changing the restricted period; provided, however, that, the designated participant’s consent to such action shall be required unless the Board determines that the action when taken with any related action, would not materially and adversely affect the designated participant or is specifically permitted.\n\n \n\nTerm of RSU: The maximum term for an RSU shall not exceed that period commencing on the January 1 coincident with or immediately preceding the grant and ending on December 15 of the third year following the calendar year in which such RSUs were granted.\n\n \n\nVesting: RSUs granted to a participant shall vest in accordance with the vesting schedule established by the Board at the time of the grant and as set out in the participant’s RSU agreement.\n\n \n\nTransferability. A participant may not assign, transfer, pledge, attach, alienate or otherwise encumber an award (other than fully vested and unrestricted shares) granted to it under the RSU Plan, except by will or by the laws of descent and distribution. The Compensation Committee may permit the transfer of an award to family members if such transfer will be for no value and in accordance with applicable securities laws. The Compensation Committee may also establish procedures for a participant to designate a person or persons, as beneficiary or beneficiaries, to exercise the rights of a participant or receive any property distributable with respect to any award in the event of the participant’s death.\n\n \n\nChange in Control. Unless otherwise determined by the Board, or unless otherwise provided in an agreement with the Company or its related entity, or in an RSU agreement, if a change in control shall conclusively be deemed to have occurred and either one of the following occurs: a) upon a change in control the surviving corporation (or any related entity thereof) or the potential successor (or any related entity thereto) fails to “continue or assume” the obligations with respect to each option or fails to provide for the “conversion or replacement” of each RSU with an equivalent RSU that satisfies the criteria set forth in the RSU Plan; or b) in the event that the RSUs were “continued or assumed”, or “converted or replaced” as contemplated in the RSU Plan, during the two-year period following the effective date of a change in control, the participant’s employment or engagement is terminated as contemplated in the RSU Plan, then there shall be immediate full vesting and redemption of each outstanding RSU.\n\n \n\nShares Available for Awards; Award Limits. The number of shares available for future awards under the RSU Plan, and all other stock based compensation plans, is 9,400,000 less the number of shares subject to awards outstanding on the record date of the Annual Meeting (as of December 31, 2025, 3,246,963 shares are available for future awards under the RSU Plan, and all other stock based compensation plans). Any shares subject to awards outstanding on the date of the Annual Meeting that are thereafter exercised, forfeited, terminated or cancelled will again be available for future awards under the RSU Plan. The number of shares issued or reserved pursuant to the RSU Plan will be adjusted by the plan administrator, as they deem appropriate and equitable, as a result of stock splits, stock dividends, and similar changes in our common stock.\n\n \n\nCompliance with Applicable Laws. We intend for awards granted under the RSU Plan to be designed, granted, and administered in such a manner that they are either exempt from the application of, or comply with, the requirements of Section 409A of the Internal Revenue Code.\n\n62\n\n \n\n \n\nNew Plan Benefits Under the RSU Plan. Future awards under the RSU Plan will be made at the discretion of the plan administrator based on such factors as the plan administrator deems relevant at the time the awards are made.\n\n \n\nSummary of the PSU Plan\n\n \n\nThe following description of certain features of the Company Amended Performance Share Unit Plan (the “PSU Plan”) is intended to be a summary only. The summary is qualified in its entirety by the full text of the PSU Plan, which is incorporated by reference as Exhibit 10.21 to this Annual Report on Form 10-K. Capitalized terms used but not defined in this Summary of the PSU Plan shall have the meanings ascribed to such terms in the PSU Plan.\n\n \n\nThe principal purposes of the PSU Plan are to encourage profitability and growth through short-term and long-term incentives that are consistent with the Company’s objectives; to give participants an incentive for excellence in individual performance; to promote teamwork among participants; and to give the Company a significant advantage in attracting and retaining key employees, directors, and consultants. When considering new grants of share-based or option-based awards, we intend to take into account previous grants of such awards.\n\n \n\nPerformance Share Units. The holder of performance share units (“PSUs”) will have the right, subject to any restrictions imposed by the Board, to receive our common stock, or a cash payment equal to the fair market value of such shares, at some future date determined by the Board. The Board will have the authority to determine the timing of any grants of PSUs and may make the vesting of PSUs subject to the completion of target milestones (which may include performance or time targets) set by the Board. Holders of PSUs will not have any of the voting rights of a holder of our common stock, nor will they have a right to receive any dividends paid on our common stock. The Board may impose additional terms and conditions on any PSU not inconsistent with the provisions of the PSU Plan as the Board shall determine.\n\n \n\nEligible Participants. Certain employees, directors and consultants are eligible to be granted awards under the PSU Plan. No eligible person, participant or other person shall have any claim to be granted an award under the PSU Plan. The Board is not required to treat with uniformity eligible persons, participants, or holders or beneficiaries of awards under the Plan.\n\n \n\nAdministration. The PSU Plan is administered by the Compensation Committee, or by the full Board of the Company if the Compensation Committee ceases to exist. The Compensation Committee shall, periodically, after considering the Chief Executive Officer’s recommendations, make recommendations to the Board as to the grant of PSUs. In addition to the powers granted to the Board under the PSU Plan and subject to the terms of the PSU Plan, the Board shall have full and complete authority to grant PSUs, to interpret the PSU Plan, to prescribe such rules and regulations as it deems necessary for the proper administration of the PSU Plan and to make such determinations and to take such actions in connection therewith as it deems necessary or advisable. Any such interpretation, rule, determination or other act of the Board shall be conclusively binding upon all persons.\n\n \n\nExtension of PSU Plan Term. Under the rules of the Cboe CA, the PSU Plan will expire on December 10, 2028, the third anniversary of the date that stockholders approved the PSU Plan.\n\n \n\nAmendments to the PSU Plan. The Board may, subject to stockholder approval, amend the PSU Plan or terms of an PSU at any time. Notwithstanding the foregoing, the Board is specifically authorized to amend or revise the terms of the PSU Plan or PSUs without obtaining stockholder approval in the following circumstances:\n\n1.\nto change the termination or vesting provisions of the PSUs, except for the benefit of a Related Person;\n\n2.\nother amendments of a housekeeping nature, including the correction or rectification of any ambiguities, defective or inconsistent provisions, errors, mistakes or omissions herein and updating provisions herein to reflect changes in the governing laws, including tax laws, and the Cboe CA requirements.\n\n \n\nExcept as otherwise permitted by the Cboe CA, amendments to the Plan set out in Section 10.12(7) of the Cboe CA Listing Manual, may not be made without obtaining approval of the stockholders in accordance with Cboe CA requirements.\n\n \n\nAmendments to Awards under the PSU Plan. Unless otherwise provided by the PSU Plan, the Board may (without stockholder approval) amend, modify or terminate any outstanding PSU, including, but not limited to, substituting another award of the same or of a different type or changing the restricted period; provided, however, that, the designated participant’s consent to such action shall be required unless the Board determines that the action when taken with any related action, would not materially and adversely affect the designated participant or is specifically permitted.\n\n \n\n63\n\n \n\nTerm of PSU: The maximum term for an PSU shall not exceed that period commencing on the January 1 coincident with or immediately preceding the grant and ending on December 15 of the third year following the calendar year in which such PSUs were granted.\n\n \n\nVesting: PSUs granted to a participant shall vest in accordance with the vesting schedule established by the Board at the time of the grant and as set out in the participant’s PSU agreement.\n\n \n\nTransferability. A participant may not assign, transfer, pledge, attach, alienate or otherwise encumber an award (other than fully vested and unrestricted shares) granted to it under the PSU Plan, except by will or by the laws of descent and distribution. The Compensation Committee may permit the transfer of an award to family members if such transfer will be for no value and in accordance with applicable securities laws. The Compensation Committee may also establish procedures for a participant to designate a person or persons, as beneficiary or beneficiaries, to exercise the rights of a participant or receive any property distributable with respect to any award in the event of the participant’s death.\n\n \n\nChange in Control. Unless otherwise determined by the Board, or unless otherwise provided in an agreement with the Company or its related entity, or in an PSU agreement, if a change in control shall conclusively be deemed to have occurred and either one of the following occurs: a) upon a change in control the surviving corporation (or any related entity thereof) or the potential successor (or any related entity thereto) fails to “continue or assume” the obligations with respect to each option or fails to provide for the “conversion or replacement” of each PSU with an equivalent PSU that satisfies the criteria set forth in the PSU Plan; or b) in the event that the PSUs were “continued or assumed”, or “converted or replaced” as contemplated in the PSU Plan, during the two-year period following the effective date of a change in control, the participant’s employment or engagement is terminated as contemplated in the PSU Plan, then there shall be immediate full vesting and redemption of each outstanding PSU.\n\n \n\nShares Available for Awards; Award Limits. The number of shares available for future awards under the PSU Plan, and all other stock based compensation plans, is 9,400,000 less the number of shares subject to awards outstanding on the record date of the Annual Meeting (as of December 31, 2025, 3,246,963 shares are available for future awards under the PSU Plan, and all other stock based compensation plans). Any shares subject to awards outstanding on the date of the Annual Meeting that are thereafter exercised, forfeited, terminated or cancelled will again be available for future awards under the PSU Plan. The number of shares issued or reserved pursuant to the PSU Plan will be adjusted by the plan administrator, as they deem appropriate and equitable, as a result of stock splits, stock dividends, and similar changes in our common stock.\n\n \n\nAny shares of common stock subject to an award under the PSU Plan that are exercised, forfeited, cancelled, settled or otherwise terminated will thereafter be deemed to be available for awards.\n\n \n\nCompliance with Applicable Laws. We intend for awards granted under the PSU Plan to be designed, granted, and administered in such a manner that they are either exempt from the application of, or comply with, the requirements of Section 409A of the Internal Revenue Code.\n\n \n\nNew Plan Benefits Under the PSU Plan. Future awards under the PSU Plan will be made at the discretion of the plan administrator based on such factors as the plan administrator deems relevant at the time the awards are made.\n\n \n\nSummary of the ESPP Plan\n\n \n\nThe Company has established an Employee Share Purchase Plan (“ESPP”). The purpose of the ESPP is to assist eligible employees of the Company and its designated subsidiaries and affiliates (“Eligible Employees”) in acquiring a stock ownership interest in the Company. The summary is qualified in its entirety by the full text of the ESPP, which is incorporated by reference as Exhibit 10.19 to this Annual Report on Form 10-K. Capitalized terms used but not defined in this Summary of the ESPP Plan shall have the meanings ascribed to such terms in the ESPP.\n\nThe ESPP permits two types of offerings: a Section 423 Offering and a Non-Section 423 Offering. It is the intention of the Company to have each Section 423 Offering qualify as an “employee stock purchase plan” under Section 423 of the Code and to have each Non-Section 423 Offering be exempt from the requirements of Section 409A of the Code. The provisions of the ESPP with respect to any Section 423 Offering shall, accordingly, be construed and administered consistently with that intention. Except as otherwise provided in the ESPP or determined by the Administrator, each Non-Section 423 Offering will operate and be administered in the same manner as any Section 423 Offering.\n\nThe material terms of the ESPP are:\n\n•\nAny Shares distributed pursuant to the ESPP may consist, in whole or in part, of authorized and unissued Shares, treasury shares or Shares purchased on the open market.\n\n64\n\n \n\n•\nThe administrator of the ESPP (“Administrator”) may from time to time grant or provide for the grant of rights to purchase Common Shares under the ESPP to Eligible Employees during one or more periods (each, an “Offering Period”) selected by the Administrator. The terms and conditions applicable to each Offering Period shall be set forth in an “Offering Document” adopted by the Administrator from time to time, which Offering Document shall be in such form and shall contain such terms and conditions as the Administrator shall deem appropriate and shall be incorporated by reference into and made part of the ESPP. The Administrator may establish in each Offering Document one or more Purchase Periods within such Offering Period during which rights granted under the ESPP shall be exercised and purchases of Shares carried out in accordance with such Offering Document and the ESPP. The provisions of separate Offerings or Offering Periods under the ESPP may be partially or wholly concurrent and need not be identical.\n\n•\nAny Eligible Employee who shall be employed by the Company or a designated subsidiary or affiliate on a given enrollment date for an Offering Period shall be eligible to participate in the ESPP during such Offering Period.\n\n•\nEach Eligible Employee participating in such Offering Period shall be granted a right to purchase the maximum of 10,000 Common Shares specified in the ESPP (at the applicable Purchase Price), as is determined by dividing (a) such Participant’s payroll deductions accumulated prior to such purchase date and retained in the Participant’s account as of the Purchase Date, by (b) the applicable Purchase Price (rounded down to the nearest Share).\n\n•\nAn employee’s payroll deductions under the ESPP are limited to 15% of the employee’s compensation and an employee may not purchase more than $25,000 of stock during any calendar year in which the employee’s option to purchase stock under the ESPP is outstanding at any time.\n\n•\nThe “Purchase Price” means the purchase price designated by the Administrator in the applicable Offering Document, which purchase price shall not be less than 85% of the Fair Market Value of a Common Share (e.g. closing sales price for such Common Shares as quoted on an established stock exchange for such date) on the Enrollment Date or on the Purchase Date, whichever is lower.\n\n \n\nRetirement and Other Benefits\n\n \n\nThe Company does not currently have any retirement or other benefits plans."}