Algorhythm Holdings, Inc. entered into an amended and restated employment agreement with its Chief Executive Officer, Gary Atkinson, effective February 23, 2026. The agreement is for a three-year term with automatic one-year renewals, unless 90 days' notice of non-extension is provided by either party. Mr. Atkinson's base salary is set at $360,000 per annum, with commensurate benefits, and will be reviewed annually but cannot be decreased without his consent. He is eligible for an annual bonus of up to 50% of his base salary ($180,000 maximum), with half contingent on continuous employment and the other half on performance objectives. Performance objectives for the bonus include raising sufficient capital to ensure company viability (two-thirds of the performance bonus) and generating at least $10 million in revenue for the fiscal year ended December 31, 2026 (one-third of the performance bonus), with future revenue targets determined annually by the Board. Mr. Atkinson received a stock option to purchase 740,597 shares of common stock at an exercise price of $1.84 per share, which was the closing price on February 23, 2026. The stock option will vest in equal quarterly installments over a four-year period commencing February 23, 2026. The company committed to amend its Form S-8 registration statement or file a new one by February 23, 2027, to register these shares for sale by Mr. Atkinson. Severance provisions include a lump sum payment equal to two times the sum of his base salary and maximum annual bonus for certain terminations (without cause by the company, non-renewal by the company, or for good reason by Mr. Atkinson), plus immediate full vesting of all outstanding equity awards and up to 18 months of COBRA premium reimbursement. In the event of a Change in Control followed by certain terminations within 12 months, Mr. Atkinson is entitled to a lump sum payment equal to his base salary and maximum annual bonus for the year of termination (or prior year if greater), immediate full vesting of all outstanding equity awards prior to the Change in Control, and up to 18 months of COBRA premium reimbursement. The agreement includes standard restrictive covenants, such as a one-year non-compete (with exceptions), non-solicitation of employees, and non-solicitation of customers.