{"url_path":"/sec/rmcf/8-k/2026-07-14/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","topic":"sec","document":{"doc_type":"8-K/A","doc_date":"2026-07-14","source_url":"https://www.sec.gov/Archives/edgar/data/1616262/0001213900-26-077680-index.html","accession_number":"0001213900-26-077680","cik":"0001616262","ticker":"RMCF","issuer_name":"Rocky Mountain Chocolate Factory, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1616262/0001213900-26-077680-index.html","primary_entity_key":"0001616262","primary_entity_name":"Rocky Mountain Chocolate Factory, Inc."},"word_count":484,"has_tables":true,"body_markdown":"**Item\n5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of\nCertain Officers.**\n\n \n\nAs previously announced on July 6, 2026, the Board of Directors (the\n\"Board\") of Rocky Mountain Chocolate Factory, Inc. (the \"Company\") appointed Allen C. Harper as Interim Chief Executive\nOfficer and Principal Executive Officer of the Company, effective June 30, 2026 (the \"Start Date\").\n\n \n\nOn July 8, 2026, Mr. Harper and the Company entered into an offer letter\n(the \"Offer Letter\") in connection with his appointment as Interim Chief Executive Officer, which provides that Mr. Harper will\nreceive (i) an annual base salary of $140,000 (or $70,000 for a six-month period), (ii) a special equity incentive grant, as described\nbelow, and (iii) customary employee benefits. Pursuant to the Offer Letter, Mr. Harper has agreed to serve for up to six months as Interim\nChief Executive Officer beginning on the Start Date, subject to extension by the Board if it determines that doing so is in the best interest\nof the Company. Mr. Harper will continue as an \"at-will\" employee of the Company, and the parties acknowledge that the Interim\nChief Executive Officer position is intended as a temporary position until a full-time Chief Executive Officer is appointed, which shall\nnot be construed to alter the at-will nature of Mr. Harper’s employment.\n\n \n\nMr. Harper’s base salary is payable bi-weekly in accordance with the\nCompany’s normal payroll procedures. No severance is payable to Mr. Harper upon termination of his employment unless the Compensation\nCommittee of the Board determines that severance is appropriate.\n\n \n\nIn connection with his appointment, Mr. Harper was awarded a special\nequity incentive grant in the form of restricted stock units (\"RSUs\") with a value of $130,000 as of July 8, 2026 (the \"Grant\nDate\"). The number of shares subject to the RSUs will be calculated by dividing $130,000 by the volume weighted average stock price\nfor the twenty (20) trading days prior to the Grant Date, with any fractional share rounded to the nearest whole share. The RSUs will\nvest in six equal monthly installments beginning on the Grant Date, for as long as Mr. Harper continues to serve as Interim Chief Executive\nOfficer. The RSUs will be governed by the terms of the Company’s 2024 Equity Incentive Plan (as amended from time to time) and the award\nagreement evidencing the RSU grant. Mr. Harper’s equity incentive grants are subject to the terms and conditions of other agreements required\nby the Company as a condition of his employment, as well as any stock ownership guidelines and/or incentive compensation recoupment policies\nthat may be adopted by the Board or the Compensation Committee.\n\n \n\nThe foregoing description of the Offer Letter is not complete and is\nqualified in its entirety by reference to the full text of the Offer Letter filed as Exhibit 10.1 to this Current Report on Form 8-K/A\nand incorporated herein by reference."}