Entry into a Material Definitive Agreement · Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
Item 1.01 Entry into a Material Definitive Agreement. The description in Item 5.02 below, as it relates to the terms and conditions of the Employment Agreement with Mr. Goodman, a copy of which is filed herewith as Exhibit 10.1, is incorporated herein by reference.
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Item 1.01Item 1.01 - Entry into Material Agreement
Item 1.01 Entry into a Material
Definitive Agreement.
The
description in Item 5.02 below, as it relates to the terms and conditions of the Employment Agreement with Mr. Goodman, a copy of which
is filed herewith as Exhibit 10.1, is incorporated herein by reference.
Item 5.02Item 5.02 - Departure/Election of Directors
Item 5.02. Departure of Directors
or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Employment
Agreement with Chief Executive Officer
As
previously reported in the Current Report on Form 8-K filed by Beyond Air, Inc. (the “Company”) with the Securities and Exchange
Commission (the “SEC”) on April 1, 2026 (the “Prior 8-K”), the Board of Directors of the Company (the “Board”)
appointed Robert Goodman to serve as Chief Executive Officer of the Company, effective March 27, 2026. As disclosed in the Prior 8-K,
as of the date of the Prior 8-K the Company had not entered into an employment agreement or other compensation arrangements with Mr.
Goodman in connection with his appointment. On September 23, 2026, the Company entered into an employment agreement with Mr. Goodman,
effective as of that date (the “Employment Agreement”), under which Mr. Goodman will continue to serve as the Company’s
Chief Executive Officer, reporting to the Board. The Employment Agreement does not provide for a fixed term, and Mr. Goodman’s
employment will continue until terminated in accordance with its terms.
Under
the Employment Agreement, Mr. Goodman will receive an annual base salary of not less than $650,000, which the Board may increase from
time to time in its sole discretion. Mr. Goodman is eligible for an annual bonus for each fiscal year, as determined by the Board or
its Compensation Committee in its sole discretion based on the achievement of management objectives established by the Board or the Compensation
Committee. Mr. Goodman’s target annual bonus is 60% of his base salary and the management objectives shall be structured so that
he may earn between 0% and one 150% of the target bonus based on the level of achievement of the applicable performance objectives. Except
as otherwise provided in the Employment Agreement, Mr. Goodman must be employed on the payment date to receive an annual bonus. Mr. Goodman
is also eligible to participate in the Company’s equity incentive programs and in the insurance and other fringe benefit programs
made available to the Company’s officers and key employees, and is entitled to reimbursement of reasonable business expenses.
Pursuant
to the terms of the Employment Agreement, if the Company terminates Mr. Goodman’s employment without Cause (other than due to death
or Disability) or Mr. Goodman resigns for Good Reason (each as defined in the Employment Agreement), Mr. Goodman will be entitled to
his accrued base salary, accrued benefits and any earned but unpaid annual bonus, together with (i) continued payment of his base salary
for 12 months, with any unpaid balance accelerated upon a Change in Control (as defined in the Employment Agreement), and (ii) reimbursement
of COBRA continuation coverage premiums, subject to his timely election, for the 12-month salary continuation period. If the termination
occurs within the period beginning three months before and ending 12 months after a Change in Control, Mr. Goodman will instead receive
a lump-sum payment equal to 24 months of his base salary, and the COBRA reimbursement period will be extended to 18 months.
The
Employment Agreement contains customary confidentiality and invention assignment covenants, as well as non-competition and non-solicitation
covenants that apply during Mr. Goodman’s employment and for 12 months after the termination of his employment.
The
foregoing description of the Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the
full text of the Employment Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated
herein by reference.
Base
Salary Increase for Daniel Moorhead
On
September 23, 2026, the Compensation Committee of the Board approved an increase in the annual base salary of Daniel Moorhead, the Company’s
Chief Financial Officer, from $325,000 to $463,000, effective September 23, 2026. Mr. Moorhead’s base salary is paid under his
employment agreement with the Company, effective December 25, 2025 (the “Moorhead Employment Agreement”), which was previously
described in, and filed as Exhibit 10.1 to, the Company’s Current Report on Form 8-K filed with the SEC on December 30, 2025. Other
than the increase in base salary, the terms of the Moorhead Employment Agreement remain unchanged.