NOTE 16 – COMMITMENTS AND CONTINGENCIES

Employment Agreements

Annmarie Gayle

Pursuant to the terms of an employment agreement dated March 16, 2017, the Company employs Ms. Gayle as its Chief Executive Officer on a full-time basis and a member of its Board of Directors. With effect from July 1, 2019, Ms. Gayle’s annual salary is $305,000 payable on a monthly basis. Ms. Gayle is also entitled to an annual performance bonus of up to $100,000, upon achieving certain targets that are to be defined on an annual basis. The agreement provides for 30 days of paid holidays in addition to public holidays observed in Denmark.

The agreement has no definitive term and may be terminated only upon twelve months’ prior written notice by Ms. Gayle. In the event that the Company terminates her at any time without cause, she is entitled to a payment equal to her annual salary as well as a separation bonus of $150,000. The Company may terminate the agreement for cause, immediately and without notice. Among others, “for cause” includes gross misconduct, a serious or repeated breach of the agreement and negligence and incompetence as reasonably determined by the Company’s Board. The agreement includes a 12-month non-compete and non-solicitation provision.

Blair Cunningham

Under the terms of an employment contract dated January 1, 2013, our wholly owned subsidiary Coda Octopus Products, Inc. employs Blair Cunningham as its Chief Executive Officer and President of Technology. He is being paid an annual base salary of $200,000 with effect from January 1, 2020, subject to review by the Company’s Chief Executive Officer. Mr. Cunningham’s current annual based salary is $225,000. He is entitled to 25 vacation days in addition to any public holiday.

The agreement may be terminated only upon twelve months prior written notice without cause. The Company may terminate the agreement for cause, immediately and without notice. Among others, “for cause” includes gross misconduct, a serious or repeated breach of the agreement and negligence and incompetence as reasonably determined by the Company’s Board. The agreement includes an 18-month non-compete and non-solicitation provision.

Kevin Kane

Pursuant to the terms of an Employment Agreement dated May 7, 2021, as amended and modified, Kevin Kane was appointed the Chief Executive Officer of Colmek commencing July 6, 2021. The Employment Agreement provides for an annual base salary of $200,000. He will also be eligible for an annual performance bonus based on the performance milestones agreed with the Company. As a further inducement, he was granted 15,000 restricted stock units out of the Company’s 2017 Stock Incentive Plan that vest in three equal annual instalments commencing on the first anniversary of grant. The Compensation Committee approved a performance milestone bonus of $26,000 for the Fiscal Year 2023 subject to Mr. Kane achieving the performance milestones.

The agreement may be terminated by the Company at any time. In the event that the Company terminates the employment agreement for whatever reason, the following severance payments apply:

The agreement includes a 12-month non-compete and non-solicitation provision.

CODA OCTOPUS GROUP, INC.

Notes to the Consolidated Financial Statements

October 31, 2023 and 2022

**Gayle Jardine

Pursuant to an employment agreement with Coda Octopus Products Ltd., the Company’s wholly owned subsidiary, Coda Octopus Products Limited (Scotland operations) Gayle Jardine was appointed European Director of Finance. In that role she is currently being paid an annual salary of £78,000 (or approximately $96,720). The employment agreement provides for 25 days of paid holidays in addition to public holidays observed in Scotland. The Company also makes certain pension contributions prescribed by the laws of the United Kingdom. The Company may terminate Ms. Jardine’s Employment Agreement by giving seven (7) weeks written notice.

In May 2023, Ms. Jardine was appointed Interim Chief Financial Officer of the Company. As inducement for assuming the additional duties as Interim CFO, she was paid an additional short-term incentive payment of £5,000 (approximately $6,200) for each month that she acted in such a capacity. In addition, she was granted a restricted stock award of 2,500 shares of common stock vesting six months from the date of her appointment.

**Gayle Jardine resumed her position as European Director of Finance on November 27, 2023, when Mr. John Price assumed the role of Chief Financial Officer.

Litigation

From time to time, we may be a party to or be involved with legal proceedings, governmental investigations or inquiries, claims or litigation that are related to our business. We are not presently party to any legal proceedings the resolution of which we believe would have a material adverse effect on our business or its financial condition.