{"url_path":"/sec/nord/10-k/2026/item-11","section_key":"item-11","section_title":"Item 11 Executive Compensation**","topic":"sec","document":{"doc_type":"10-K","doc_date":"2026-07-14","source_url":"https://www.sec.gov/Archives/edgar/data/1011060/0001493152-26-033203-index.html","accession_number":"0001493152-26-033203","cik":"0001011060","ticker":"NORD","issuer_name":"Nordicus Partners Corp","edgar_url":"https://www.sec.gov/Archives/edgar/data/1011060/0001493152-26-033203-index.html","primary_entity_key":"0001011060","primary_entity_name":"Nordicus Partners Corp"},"word_count":1682,"has_tables":true,"body_markdown":"**Item\n11. Executive Compensation**\n\n** **\n\n**Summary\nCompensation Table**\n\n \n\nThe\nfollowing table provides information concerning compensation for services rendered to us in all capacities for the fiscal years ended\nMarch 31, 2026 and 2025 by our named executive officer and former named executive officer.\n\n \n\nNamed Executive\nOfficer \n\n**Fiscal**\n\n**Year**\n  \n\n**Salary**\n\n**($)**\n  \n\n**Bonus**\n\n**($)**\n  \n\n**Option**\n\n**Awards**\n\n**($)(1)**\n  \n\n**All\nOther**\n\n**Compensation**\n\n**($)**\n  \n\n**Total**\n\n**($)**\n \n\nBennett J. Yankowitz \n2026  \n$105,000  \n$—  \n$—  \n$         —  \n$105,000 \n\nChief Financial Officer \n2025  \n$60,000  \n$—  \n$354,875  \n$—  \n$414,875 \n\n  \n   \n    \n    \n    \n    \n   \n\nHenrik Rouf \n2026  \n$300,000  \n$—  \n$—  \n$—  \n$300,000 \n\nChief Executive Officer \n2025  \n$120,000  \n$—  \n$709,750  \n$—  \n$829,750 \n\n \n\n \n(1)\nCalculated\nbased on the grant-date fair value of the option awards granted during the fiscal year.\n\n** **\n\n21\n\n \n\n** **\n\n**Employment\nAgreements and Change in Control Provision**\n\n \n\nOn\nApril 17, 2023, our Board of Directors approved an employment agreement for our chief executive officer, Henrik Rouf, and a consulting\nagreement for our chief financial officer, Bennett J. Yankowitz.\n\n \n\nMr.\nRouf’s employment agreement provided for a base salary of $72,000 per year, commencing April 1, 2023, and has a term of one year.\nOn April 8, 2024 the agreement was amended to increase Mr. Rouf’s annual salary to $120,000 and to extend the term to April 1,\n2025. On July 1, 2025, the agreement was amended to increase Mr. Rouf’s annual salary to $360,000 and to extend the term to July\n1, 2026.\n\n \n\nMr.\nYankowitz’s consulting agreement provided for a base salary of $36,000 per year, commencing April 1, 2023, and has a term of one\nyear. On April 8, 2024 the agreement was amended to increase Mr. Yankowitz’s annual salary to $60,000 and to extend the term to\nApril 1, 2025. On July 1, 2025, the agreement was amended to increase Mr. Yankowitz’s annual salary to $120,000 and to extend the\nterm to July 1, 2026.\n\n \n\n**Outstanding\nEquity Awards at 2026 Fiscal Year-End**\n\n \n\n  \nOption\nAwards\n\n  \nNumber\nof securities underlying unexercised options (#)  \nEquity\nincentive plan awards: Number of securities underlying unexercised unearned options  \nOption\nexercise price  \n\nOption\n\nexpiration\n\nName \nExercisable  \nUnexercisable  \n(#)  \n($)  \nDate\n\nHenrik Keller \n 25,000  \n -  \n       -  \n$3.25  \n11/15/2034\n\nHenrik Rouf \n 250,000  \n -  \n -  \n$3.25  \n11/15/2034\n\nHenrik Rouf (1) \n -  \n 250,000  \n -  \n$3.25  \n11/15/2034\n\nPeter Severin \n 50,000  \n -  \n -  \n$3.25  \n11/15/2034\n\nBennett J. Yankowitz \n 125,000  \n -  \n -  \n$3.25  \n11/15/2034\n\nBennett J. Yankowitz (1) \n -  \n 125,000  \n -  \n$3.25  \n11/15/2034\n\nBennett J. Yankowitz (2) \n \n25,000\n  \n    \n    \n$10.00  \n\n12/31/2027\n\nAndrew J. Ritter \n 50,000  \n    \n    \n$1.90  \n8/7/2035\n\nTorben S. Jensen \n 25,000  \n    \n    \n$1.90  \n8/7/2035\n\nKim T. Mucke \n 25,000  \n    \n    \n$1.90  \n8/7/2035\n\n \n\n(1).\nSuch options become vested on the closing date of the next acquisition by the Company of a company with a minimum independent valuation\nof $100 million.\n\n (2). Consist of warrants that were granted outside of the 2024 Stock Incentive\nPlan.\n\n \n\n**Option\nExercises and Stock Vested During Fiscal 2026**\n\n \n\nThere\nwere no options exercised during the fiscal year ended March 31, 2026.\n\n \n\n**Directors’\nCompensation**\n\n \n\nOn\nJune 3, 2024, the Company’s Board of Directors adopted a resolution providing that the Chairman of the Board of Directors shall\nreceive compensation of $20,000 per annum, and each other Director shall receive compensation of $10,000 per annum, in consideration\nof their serving on the Company’s Board of Directors, payable in equal installments semiannually in arrears, commencing December\n31, 2024, without proration for partial terms.\n\n \n\n22\n\n \n\n \n\n**Equity\nCompensation Plan Information**\n\n \n\nOn\nJune 7, 2024, our Board of Directors and stockholders adopted our 2024 Stock Incentive Plan (the “2024 Plan”). The 2024 Plan\nreplaces the 2017 Non-Qualified Equity Incentive Plan that was adopted by the Board of Directors and stockholders on August 16, 2023\n(the “2017 Plan”). The purpose of the 2024 Plan is to provide an incentive to attract and retain directors, officers, consultants,\nadvisors and employees whose services are considered valuable, to encourage a sense of proprietorship, and to stimulate an active interest\nof these persons in our development and financial success. Under the 2024 Plan, we are authorized to issue up to 7,000,000 shares of\ncommon stock, non-qualified stock options, performance shares, restricted stock and long-term incentive awards. The purpose of the 2024\nPlan is to provide an incentive to attract and retain directors, officers, consultants, advisors and employees whose services are considered\nvaluable, to encourage a sense of proprietorship, and to stimulate an active interest of these persons in our development and financial\nsuccess. Under the 2024 Plan, we are authorized to issue up to 7,000,000 shares of common stock, non-qualified stock options, performance\nshares, restricted stock and long-term incentive awards.\n\n \n\n*Administration*.\nThe 2024 Plan is administered by the Board of Directors or the committee or committees as may be appointed by the Board of Directors\nfrom time to time (the “Administrator”). The Administrator determines the persons who are to receive awards, the types of\nawards to be granted, the number of shares subject to each such award and the terms and conditions of such awards. The Administrator\nalso has the authority to interpret the provisions of the 2024 Plan and of any awards granted there under and to modify awards granted\nunder the 2024 Plan. The Administrator may not, however, reduce the price of options or stock appreciation rights issued under the 2024\nPlan without prior approval of the Company’s shareholders.\n\n \n\n*Eligibility*.\nThe 2024 Plan provides that awards may be granted to employees, officers, directors and consultants of the Company or of any parent,\nsubsidiary or other affiliate of the Company as the Administrator may determine. A person may be granted more than one award under the\n2024 Plan.\n\n \n\nShares\nthat are subject to issuance upon exercise of an option under the 2024 Plan but cease to be subject to such option for any reason (other\nthan exercise of such option), and shares that are subject to an award granted under the 2024 Plan but are forfeited or repurchased by\nthe Company at the original issue price, or that are subject to an award that terminates without shares being issued, will again be available\nfor grant and issuance under the 2024 Plan.\n\n \n\n*Terms\nof Options and Stock Appreciation Rights*. The Administrator determines many of the terms and conditions of each option and SAR granted\nunder the 2024 Plan, including whether the option is to be an incentive stock option or a non-qualified stock option, whether the SAR\nis a related SAR or a freestanding SAR, the number of shares subject to each option or SAR, and the exercise price of the option and\nthe periods during which the option or SAR may be exercised. Each option and SAR is evidenced by a grant agreement in such form as the\nAdministrator approves and is subject to the following conditions (as described in further detail in the 2024 Plan):\n\n \n\n(a)\n*Vesting and Exercisability*: Options, restricted shares and SARs become vested and exercisable, as applicable, within such periods,\nor upon such events, as determined by the Administrator in its discretion and as set forth in the related grant agreement. The term of\neach option is also set by the Administrator. However, a related SAR will be exercisable at the time or times, and only to the extent,\nthat the option is exercisable and will not be transferable except to the extent that the option is transferable. A freestanding SAR\nwill be exercisable as determined by the Administrator but in no event after 10 years from the date of grant.\n\n \n\n(b)\n*Exercise Price*: Each grant agreement states the related option exercise price, which, in the case of SARs, may not be less than\n100% of the fair market value of the Company’s shares of common stock on the date of the grant. The exercise price of an incentive\nstock option granted to a 10% stockholder may not be less than 110% of the fair market value of shares of the Company’s common\nstock on the date of grant.\n\n \n\n(c)\n*Method of Exercise*: The option exercise price is typically payable in cash, common stock or a combination of cash of common stock,\nas determined by the Administrator, but may also be payable, at the discretion of the Administrator, in a number of other forms of consideration.\n\n \n\n23\n\n \n\n \n\n(d)\n*Recapitalization; Change of Control*: The number of shares subject to any award, and the number of shares issuable under the 2024\nPlan, are subject to proportionate adjustment in the event of a stock dividend, spin-off, split-up, recapitalization, merger, consolidation,\nbusiness combination or exchange of shares and the like. Except as otherwise provided in any written agreement between the participant\nand the Company in effect when a change in control occurs, in the event an acquiring company does not assume plan awards (i) all outstanding\noptions and SARs shall become fully vested and exercisable; (ii) for performance-based awards, all performance goals or performance criteria\nshall be deemed achieved at target levels and all other terms and conditions met, with award payout prorated for the portion of the performance\nperiod completed as of the change in control and payment to occur within 45 days of the change in control; (iii) all restrictions and\nconditional applicable to any restricted stock award shall lapse; (iv) all restrictions and conditions applicable to any restricted stock\nunits shall lapse and payment shall be made within 45 days of the change in control; and (v) all other awards shall be delivered or paid\nwithin 45 days of the change in control.\n\n \n\n(e)\n*Other Provisions*: The option grant and exercise agreements authorized under the 2024 Plan, which may be different for each option,\nmay contain such other provisions as the Administrator deems advisable, including without limitation, (i) restrictions upon the exercise\nof the option and (ii) a right of repurchase in favor of the Company to repurchase unvested shares held by an optionee upon termination\nof the optionee’s employment at the original purchase price.\n\n \n\n*Amendment\nand Termination of the 2024 Plan*. The Administrator, to the extent permitted by law, and with respect to any shares at the time not\nsubject to awards, may suspend or discontinue the 2024 Plan or amend the 2024 Plan in any respect; provided that the Administrator may\nnot, without approval of the stockholders, amend the 2024 Plan in a manner that requires stockholder approval."}