Form 8-K
8-K — Laser Photonics Corp
Accession: 0001493152-26-047691
Filed: 2026-10-20
Period: 2026-10-15
CIK: 0001807887
SIC: 3690 (MISCELLANEOUS ELECTRICAL MACHINERY, EQUIPMENT & SUPPLIES)
Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers
Item: Regulation FD Disclosure
Item: Financial Statements and Exhibits
Documents
8-K — form8-k.htm (Primary)
EX-10.1 (ex10-1.htm)
EX-99.1 (ex99-1.htm)
GRAPHIC (ex99-1_001.jpg)
XML — IDEA: XBRL DOCUMENT (R1.htm)
8-K
8-K (Primary)
Filename: form8-k.htm · Sequence: 1
false
0001807887
0001807887
2026-10-15
2026-10-15
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): October 15, 2026
Laser
Photonics Corporation
(Exact
name of registrant as specified in its charter)
Delaware
001-41515
84-3628771
(State
or other jurisdiction
of
incorporation)
(Commission
File
Number)
(IRS
Employer
Identification
No.)
250 Technology Park
Lake Mary, FL
32746
(Address of principal executive
offices)
(Zip Code)
Registrant’s
telephone number, including area code: (407) 804-1000
Not
Applicable
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
☐
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
Trading
Symbol(s)
Name
of each exchange on which registered
Common
stock, par value $0.01
LASE
The
Nasdaq Capital Market
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On
October 20, 2026, Laser Photonics Corporation (the “Company”) announced that it’s the Board of Directors (the “Board”)
appointed Timothy A. Peterman, age 59, to serve, on a permanent basis, as the Company’s Chief Financial Officer and Secretary,
effective as of October 6, 2026 . Immediately prior to such time, Mr. Peterman had been serving as the Company’s Acting Chief Financial
Officer since September 8, 2026 (the “Effective Date”), as previously disclosed in the Company’s Form 8-K filed with
the Securities and Exchange Commission (“SEC”) on the Effective Date. In his permanent role, Mr. Peterman will continue to
be designated as the Company’s principal financial officer and principal accounting officer.
On
October 15, 2026, the Company entered into an Employment Agreement (the “Employment Agreement”) with Mr. Peterman. The term
of the Employment Agreement commences on the Effective Date and expires on the third anniversary of the Effective Date, unless terminated
sooner or extended as provided in the Employment Agreement.
Mr.
Peterman will receive an annual base salary of $300,000, subject to annual review by the independent members of the Board. For fiscal
year 2026, Mr. Peterman is eligible to receive a discretionary bonus prorated based on the number of days elapsed from the Effective
Date through December 31, 2026, subject to performance criteria to be determined by the Board in its discretion. Starting with fiscal
year 2027, Mr. Peterman may be eligible to receive a discretionary annual bonus based on a maximum full-year bonus opportunity of sixty
percent (60%) of his base salary for the applicable fiscal year, subject to the satisfaction of annual performance targets approved by
the Board. As soon as reasonably practicable following the Effective Date, Mr. Peterman will be awarded restricted stock units and performance
stock units under the Company’s 2019 Stock Incentive Plan with a value equal to eighty percent (80%) of his then-current base salary,
subject to a three (3)-year vesting period as set forth in the applicable award agreement. The Company will pay Mr. Peterman a one-time
relocation payment of $80,000, subject to repayment on a declining scale (100% if termination occurs prior to the first anniversary of
the Effective Date, 50% if termination occurs on or after the first anniversary but prior to the second anniversary of the Effective
Date and 25% if such termination occurs on or after the second anniversary but prior to the third anniversary of the Effective Date)
if Mr. Peterman resigns without Good Reason or is terminated for Cause (each as defined in the Employment Agreement) prior to the third
anniversary of the Effective Date. Mr. Peterman will also be entitled to a car allowance of $800 per month, four (4) weeks of paid time
off per year, and participation in the Company’s employee benefit plans available to other senior executives.
If
Mr. Peterman’s employment is terminated by the Company without Cause (and not due to death or disability) or by Mr. Peterman for
Good Reason, in each case on or after the first anniversary of the Effective Date, subject to his execution and non-revocation of a general
release of claims, Mr. Peterman is entitled to receive: (i) accrued and unpaid base salary, accrued and unpaid paid time off, and other
accrued and vested amounts and benefits (the “Accrued Compensation”); (ii) a cash amount equal to nine (9) months of his
base salary, payable over the twelve (12)-month period following termination; (iii) Company reimbursement of COBRA premiums for such
twelve (12)-month period (or until he becomes eligible for comparable coverage under a subsequent employer’s plan, if earlier);
and (iv) any annual bonus earned but unpaid for a completed fiscal year prior to termination, based on actual performance. If such termination
occurs prior to the first anniversary of the Effective Date, Mr. Peterman is entitled to receive only the Accrued Compensation. If Mr.
Peterman’s employment terminates due to death or disability, or is terminated by the Company for Cause, or Mr. Peterman resigns
without Good Reason, he (or his legal representatives) is entitled to receive only the Accrued Compensation (and, in the case of death
or disability, any annual bonus earned but unpaid for a completed fiscal year prior to termination).
-2-
The
Employment Agreement also contains nine (9) month non-competition, nine (9) month non-solicitation, five (5) year confidentiality, intellectual
property assignment, perpetual non-disparagement, cooperation, and other customary restrictive covenant and indemnification provisions.
Payments under the Employment Agreement are subject to Section 409A of the Internal Revenue Code.
Mr.
Peterman brings more than three decades of experience in public-company capital markets, financial operations, SEC compliance and mergers
and acquisitions within the technology, media and telecommunications industries. He served as Chief Executive Officer of iMedia Brands,
a Nasdaq-listed media company, from May 2019 to August 2023, and served as Chief Financial Officer from March 2015 to April 2018. Mr.
Peterman previously held senior finance, operating and corporate development positions at publicly held media and technology companies,
including The E.W. Scripps Company and IAC/InterActiveCorp. He began his career at KPMG in Chicago in 1989. He holds a Bachelor of Science
in accounting from the University of Kentucky and is a certified public accountant with an inactive license.
There
are no arrangements or understandings between Mr. Peterman and any other persons pursuant to which he was designated as an officer of
the Company, and Mr. Peterman has no family relationships with any director or executive officer of the Company. In addition, Mr. Peterman
is not a party to any transaction with any related person required to be disclosed pursuant to Item 404(a) of Regulation S-K.
The
foregoing description of the Employment Agreement is not a complete description of the parties’ rights and obligations and is qualified
in its entirety by reference to the full text of the Employment Agreement, which is filed as Exhibit 10.1 hereto and is incorporated
herein by reference.
Item
7.01 - Regulation FD Requirements.
On
October 20, 2026, the Company issued a press release announcing, among other things, Mr. Peterman’s appointment as Chief Financial
Officer of the Company. A copy of this press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated
in this Item 7.01 by reference.
The
information in this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities under that Section and shall
not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange
Act, except as expressly set forth by specific reference in such filing.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
Exhibit
No.
Description
10.1+
Employment Agreement, dated October 15, 2026, by and between Timothy A. Peterman and Laser Photonics Corporation
99.1
Press release dated October 20, 2026
104
Cover
Page Interactive Data File (embedded within the Inline XBRL document)
+
Management or compensatory agreement or arrangement.
-3-
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
Laser
Photonics Corporation
Date:
October 20, 2026
By:
/s/
Dmitri Nikitin
Dmitri
Nikitin
Executive
Chairman
-4-
EX-10.1
EX-10.1
Filename: ex10-1.htm · Sequence: 2
Exhibit
10.1
EMPLOYMENT
AGREEMENT
This
Employment Agreement (this “Agreement”), dated October 15, 2026, is by and between Laser Photonics Corporation, a
Delaware corporation (the “Company”), and Tim Peterman (the “Executive”).
WHEREAS,
the Company desires to employ Executive and Executive desires to be employed by the Company, in each case as the Chief Financial Officer
and Secretary of the Company, effective as of September 8, 2026 (the “Effective Date”); and
WHEREAS,
this Agreement supersedes any and all prior employment agreements, offer letters, or similar agreements by and between Executive and
the Company.
NOW,
THEREFORE, in consideration of such employment and the mutual covenants and promises herein contained, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and Executive agree that the above recitals
are hereby incorporated by reference into this Agreement and are binding upon the parties hereto and agree as follows:
1.
Employment. The Company hereby agrees to employ Executive, and Executive hereby agrees to be employed with the Company, upon
the terms and conditions contained in this Agreement. The employment of Executive shall commence for an initial term until the third
anniversary of the Effective Date (the “Employment Period”). Notwithstanding the foregoing, Executive’s employment
under this Agreement is contingent upon Executive’s successful completion of, and satisfactory results from, a background check
conducted by or on behalf of the Company, in its sole discretion, including verification of employment history, education, and criminal
background, and any other checks required by applicable law or Company policy. If the Company determines, in its sole discretion, that
the results of such background check are not satisfactory, the Company may immediately rescind any offer of employment or terminate Executive’s
employment, in which case Executive shall not be entitled to any compensation, severance, or other benefits under this Agreement.
2.
Duties. During the Employment Period, Executive shall serve on a full-time basis and perform services in a capacity and in
a manner consistent with Executive’s position for the Company. Executive shall have the title of Chief Financial Officer and Secretary
of the Company and shall have such duties, authorities and responsibilities as are consistent with such position, as the Company’s
Chief Executive Officer (“CEO”) may designate from time to time. Executive will report directly to the CEO. Executive
agrees that during Executive’s employment with the Company, Executive will devote Executive’s full business time, attention,
skill and best efforts to the performance of Executive’s employment duties and Executive is not to engage in any other business,
profession or occupation for compensation or otherwise without prior written approval of the CEO; provided, that, notwithstanding
the foregoing, Executive may, without the prior approval of the CEO or the board of directors of the Company (the “Board”),
(a) manage Executive’s personal and family investments and (b) engage in charitable, civic, and other unpaid community activities,
in each case so long as such activities do not materially interfere with the performance of Executive’s duties to the Company,
do not involve a business that competes with the Company, and do not otherwise violate Executive’s obligations under this Agreement,
including under Section 7.
-1-
3.
Compensation.
3.1
Base Salary from Company. In consideration of all services rendered by Executive under this Agreement, the Company shall pay Executive
a base salary (the “Base Salary”) at an initial annual rate of $300,000, subject to applicable withholding, deductions,
and other taxes, and payable in accordance with the Company’s ordinary payroll practices (in effect from time to time). For the
avoidance of doubt, Base Salary has been accruing since the Effective Date, regardless of the date this Agreement is executed, and any
accrued but unpaid Base Salary shall be paid retroactively to the Effective Date within thirty (30) days following the execution date
of this Agreement. During the Employment Period, Executive’s Base Salary will be reviewed on an annual basis for potential adjustments
based on performance as determined by the Company and in the Board’s sole discretion. The Base Salary shall be paid in such installments
and at such times as the Company pays its regularly salaried employees, but no less often than once per month.
3.2
Bonus.
(a)
Annual Bonus. Notwithstanding anything herein to the contrary, Executive shall be eligible to receive a discretionary bonus in
respect of fiscal year 2026, prorated based on the number of days elapsed from the Effective Date through December 31, 2026, subject
to the satisfaction of performance criteria to be determined by the Board in its discretion (the “2026 Bonus”), which
2026 Bonus shall be paid, if earned, at the same time annual bonuses are generally paid to other senior executives of the Company. Starting
with 2027, for each fiscal year during the Employment Period, Executive may be eligible to receive a discretionary annual bonus (together
with 2026 Bonus, the “Annual Bonus”) thereunder in respect of each fiscal year based on a maximum full year bonus
opportunity of sixty percent (60%) of Executive’s Base Salary for the applicable fiscal year, subject to the satisfaction of annual
performance targets as approved annually by the Board, and subject to customary withholding. However, subject to clause (b), the decision
to provide any Annual Bonus and the amount and terms of any Annual Bonus shall be in the sole and absolute discretion of the Company.
(b)
The payment of any Annual Bonus will be made in one lump sum at the same time annual bonuses are generally paid to other senior executives
of the Company (generally within thirty (30) days following the Board’s certification of the Company’s annual financial statements
with respect to the calendar year for which the Annual Bonus is payable). If Executive is eligible to receive an Annual Bonus, such Annual
Bonus will not be deemed to be “earned” unless Executive (i) is employed by the Company on the date that the Company pays
the applicable Annual Bonus and, as of such time, the Company has not given notice of its intention to terminate Executive’s employment
for Cause, and no fact or circumstance exists or has occurred that, alone or in combination, constitutes (or could constitute in the
future) Cause and (ii) has not given notice of Executive’s intention to resign his employment without Good Reason as of, or prior
to, the date the Company pays the applicable Annual Bonus.
-2-
3.3
Equity Award. As soon as reasonably practicable following the Effective Date, in connection with Executive’s employment
hereunder, Executive will be awarded an equity-based award in the form of restricted stock units (“RSUs”) and performance
stock units (“PSUs”) under the Company’s 2019 Stock Incentive Plan (“Stock Incentive Plan”)
equal in value to eighty percent (80%) of the Executive’s current Base Salary and subject to a three (3) year vesting period as
set forth in the award agreement pursuant to which such award is granted.
3.4
One-Time Relocation Payment. In connection with Executive’s relocation in support of Executive’s employment with the
Company, the Company shall pay Executive a one-time relocation payment in the amount of $80,000, less applicable withholdings and deductions,
payable within thirty (30) days following the Effective Date. If Executive’s employment terminates as a result of (x) Executive’s
voluntary resignation without Good Reason or (y) termination by the Company for Cause, Executive shall repay to the Company a portion
of such relocation payment within thirty (30) days following the date of such termination, determined as follows: (i) one hundred percent
(100%) if such termination occurs prior to the first anniversary of the Effective Date; (ii) fifty percent (50%) if such termination
occurs on or after the first anniversary but prior to the second anniversary of the Effective Date; (iii) twenty-five percent (25%) if
such termination occurs on or after the second anniversary but prior to the third anniversary of the Effective Date; and (iv) no repayment
shall be due if such termination occurs on or after the third anniversary of the Effective Date.
3.5
Paid Time Off. Executive shall be entitled to four (4) weeks of paid time off each year to be used in compliance with Company
policy and applicable law (including, if applicable, limitation on rollover over multiple years).
3.6
Benefits. During the Employment Period, Executive shall be entitled to participate in any benefit plans offered by the Company
as in effect from time to time (collectively, “Benefit Plans”) on the same basis as those generally made available
to other senior executives of the Company, to the extent Executive may be eligible to do so under the terms of any such Benefit Plan.
Executive acknowledges and agrees that any such Benefit Plans may be terminated or amended from time to time by the Company in its sole
discretion, in accordance with applicable law.
3.7
Car Allowance. During the Employment Period, the Company shall pay Executive a car allowance of $800 per month, payable in accordance
with the Company’s ordinary payroll practices, subject to applicable withholding, deductions, and other taxes, commencing as of
the Effective Date (prorated for any partial month). The car allowance is separate from, and shall not be included in the calculation
of, Executive’s Base Salary or severance under this Agreement unless otherwise agreed in writing, and does not require submission
of receipts. The car allowance shall cease upon termination of Executive’s employment.
4.
Termination. Executive’s employment hereunder may be terminated as follows:
4.1
Automatically in the event of the death of Executive;
-3-
4.2
At the option of the Company, by written notice to Executive or Executive’s personal representative in the event of the Disability
of Executive. As used herein, the term “Disability” shall mean a determination by an independent competent medical
authority (mutually agreed upon by Executive and the Company) that Executive is unable to perform Executive’s duties under this
Agreement with or without reasonable accommodation, for a period of one hundred twenty (120) consecutive days or one hundred eighty (180)
days in any three hundred sixty-five (365) day period. If there is a question as to the existence
of Executive’s Disability as to which Executive and the Company cannot agree, the same shall be determined in writing by a qualified
independent medical authority mutually acceptable to Executive and the Company. If the parties hereto cannot agree as to a qualified
independent physician, each of Executive, on the one hand, and the Company, on the other, shall appoint such a physician and those two
(2) physicians shall select a third who shall make such determination in writing. The determination of Disability made in writing to
the Company and Executive shall be final and conclusive for all purposes of this Agreement. Executive shall fully cooperate in
connection with the determination of whether Disability exists.
4.3
At the option of the Company for Cause (as defined in Section 5.5), on written notice to Executive;
4.4
At the option of the Company without Cause, on written notice to Executive; provided that the assignment of this Agreement to
and assumption of this Agreement by the purchaser of all or substantially all of the assets of the Company shall not be treated as a
termination without Cause under this Section 4.4; or
4.5
At the option of Executive (a) for Good Reason (in accordance with the definition in Section 5.5) or (b) for any or no reason
other than Good Reason on thirty (30) days’ prior written notice to the Company, which the Company may, in its sole discretion,
relieve Executive of Executive’s duties and responsibilities or exclude Executive from any of the premises of the Company, or both
(“Garden Leave”), and during Garden Leave, Executive (i) shall remain an employee of the Company and continue to be
subject to all of Executive’s obligations under this Agreement, (ii) shall continue to be paid Executive’s full Base Salary,
and (iii) shall continue to be eligible to participate in the Company’s employee benefit plans in accordance with the terms of
such plans (but not Annual Bonus, unless otherwise “earned” per Section 3.2); provided that if Executive unilaterally
resigns Executive’s employment before the end of such requisite notice period, then such resignation shall be treated for purposes
of this Agreement as a termination under Section 4.3.
5.
Severance Payments.
5.1
Termination by the Company Without Cause or Termination by Executive for Good Reason. If Executive’s employment is terminated
by the Company without Cause (and not due to death or Disability) or by Executive for Good Reason, in each case on or after the first
anniversary of the Effective Date, subject to Section 5.6 hereof, Executive shall be entitled to:
(a)
as soon as reasonably practicable following such termination, payment of Executive’s accrued and unpaid Base Salary, accrued and
unpaid paid time off, reimbursement of expenses under Section 6 hereof in each case accrued through the date of termination, and
all other accrued and vested amounts or benefits due to Executive in accordance with the Company’s benefit and compensation plans
(other than any compensation or benefits under any severance plans) (collectively, the “Accrued Compensation”); provided,
that, if such termination occurs prior to the first anniversary of the Effective Date, Executive shall be entitled to receive
only the Accrued Compensation and shall not be entitled to the Severance Amount described in clause (b), (c) or (d) below; and
-4-
(b)
subject to Section 13.7(b) hereof, an amount in cash equal to nine (9) months of Executive’s Base Salary (as in effect as
of his last day of employment) subject to applicable withholding, deductions and other taxes, which shall be payable commencing on the
date conditions of Section 5.6 hereof were satisfied (the “Severance Amount”) over the twelve (12)-month period
(the “Severance Period”) following termination; and further provided, that if Executive’s review and revocation
period for the release of claims that will be provided to the Executive by the Company (the “General Release”) hereof
spans two of Executive’s taxable years, the first payment shall be made on the first regularly scheduled payroll date of the later
taxable year following the effective date of the General Release and shall include all amounts accrued prior thereto;
(c)
if Executive timely elects continuation coverage under COBRA for Executive and Executive’s eligible dependents, the Company shall
reimburse Executive, on a monthly basis, for the cost of such COBRA premiums (less the amount Executive would have paid for such coverage
as an active employee) for the Severance Period or until Executive becomes eligible for comparable coverage under a subsequent employer’s
plan, whichever occurs first, with Executive required to notify the Company promptly upon becoming eligible for such subsequent coverage;
such reimbursement shall be treated as taxable compensation to the extent required to avoid adverse consequences under applicable law;
and
(d)
subject to Section 5.6 hereof, any Annual Bonus earned but unpaid for a completed fiscal year prior to the date of termination,
based on actual performance, payable at the time such bonus would otherwise have been paid.
5.2
Termination due to Executive’s Death or Disability. Upon the termination of Executive’s employment due to Executive’s
death or Disability pursuant to Section 4.1 and Section 4.2 respectively, Executive
or Executive’s legal representatives shall be entitled to receive only the Accrued Compensation and, subject to Section 5.6
hereof, any Annual Bonus earned but unpaid for a completed fiscal year prior to such termination, based on actual performance, payable
at the time such bonus would otherwise have been paid.
5.3
Termination by Executive without Good Reason. Upon the termination of Executive’s employment by Executive without Good Reason,
Executive shall be entitled to receive only the Accrued Compensation.
5.4
Termination by the Company for Cause. Upon the termination of Executive’s employment by the Company for Cause pursuant to
Section 4.3, Executive shall be entitled to receive only the Accrued Compensation.
5.5
Definitions.
(a)
“Affiliate” means, with respect to the Company, all of its subsidiaries.
-5-
(b)
“Cause” for purposes of this Agreement shall mean:
(i)
Executive’s continued failure or refusal to perform his employment duties after being given written notice and thirty (30) days
to remedy such failure or refusal;
(ii)
Executive’s willful misconduct, gross negligence, act of dishonesty or breach of trust in connection with Executive’s employment;
(iii)
Executive’s indictment for, or a plea of guilty or no contest to, any felony or criminal offense involving fraud, dishonesty, misappropriation
or serious moral turpitude;
(iv)
Executive’s violation of any material written policies of the Company or its Affiliates of which Executive has received written
notice and which violation is, in each case, if curable, not cured within thirty (30) days of written notice from the Company;
(v)
Executive’s breach of any restrictive covenant obligations to the Company or its Affiliates, including, without limitation, those
set forth in Section 7 of this Agreement; or
(vi)
material breach by Executive of any of the provisions of this Agreement or any other agreement between the Company and its Affiliates
on the one hand and Executive on the other hand, which (if curable) is not cured within thirty (30) days of written notice.
(c)
“Good Reason” shall mean, without Executive’s prior written consent, (i) a material diminution in Executive’s
title, authority, duties or responsibilities, except to the extent such reduction occurs in connection with an investigation of whether
or not the event constituting Cause occurred or due to Executive’s death or Disability or as required by applicable law; (ii) a
material reduction in Base Salary (material is defined as greater than ten percent (10%)) other than an across the board reduction in
salary that affects similarly situated executives of the Company; (iii) a material breach by the Company of any material provision of
this Agreement; or (iv) the relocation of Executive’s principal place of employment to a location more than fifty (50) miles from
Executive’s then-current principal place of employment. Any Good Reason termination will require thirty (30) days’ advanced
written notice by Executive of the event giving rise to Good Reason within thirty (30) days after Executive first learns of the applicable
event, and will not be effective unless the Company has not cured the Good Reason event within sixty (60) days following such notice.
In order for Executive to resign for Good Reason, Executive must resign from Executive’s employment within thirty (30) days after
the failure of the Company to cure a Good Reason event.
5.6
Conditions to Payment. All payments and benefits due to Executive under this Section 5, other than the payment of Accrued
Compensation, or which are otherwise required by law (all other payments under Section 5, “Severance”), shall
only be payable if Executive (or Executive’s beneficiary or estate) delivers to the Company and does not revoke (under the terms
of applicable law) the General Release. Such General Release shall comply with all requirements of Section 409A of the Code and be executed
and delivered (and no longer subject to revocation) within fifty-five (55) days following termination. Failure to timely execute and
return the General Release or revocation thereof shall be a waiver by Executive of Executive’s right to receive any Severance.
In addition, Severance shall be conditioned on Executive’s compliance with Section 7 hereof. Thereafter, the Company will
have no further obligation to Executive under this Agreement.
-6-
6.
Reimbursement of Expenses. The Company shall reimburse Executive for all documented reasonable and necessary out-of-pocket
business expenses actually incurred and paid by Executive during the Employment Period (including expenses incurred from and after the
Effective Date, regardless of whether incurred prior to the execution of this Agreement) directly in connection with the business and
affairs of the Company and the performance of Executive’s duties hereunder, in each case subject to appropriate substantiation
and itemization of such expenses in accordance with the guidelines and limitations established by the Company from time to time. The
Company shall reimburse properly submitted and substantiated expenses within thirty (30) business days following submission. None of
Executive’s personal expenses shall be borne or reimbursed by the Company.
7.
Restrictions on Activities of Executive. In consideration of the compensation and benefits provided for pursuant to Executive’s
employment, and Executive’s access to confidential information and trade secrets and specialized training, the sufficiency of which
consideration is hereby acknowledged, Executive agrees to the following covenants and their terms. Executive acknowledges and agrees
that Executive would not otherwise be entitled to employment with the Company, eligibility for severance, eligibility for the RSUs and
PSUs, and/or access to confidential information and trade secrets and specialized training but for Executive’s agreement to the
protective covenants contained in this Section 7, and that this Agreement is supported by good and valuable consideration to which
Executive is not otherwise entitled. Executive acknowledges and agrees that the covenants herein are ancillary to this Agreement.
7.1
Non-Competition. Executive covenants and agrees that, during the Employment Period and for a period of nine (9) months following
Executive’s last day of employment with the Company, regardless of the reason for termination (the “Restriction Period”),
Executive shall not: (a) engage in any Competitive Activity (as defined below) within the Prohibited Territory (as defined below); or
(b) assist anyone else in engaging in Competitive Activity within the Prohibited Territory. “Competitive Activity”
means competing against the Company or any of its Affiliates, by doing any of the following in the Prohibited Territory for an entity
engaged in the Business (as defined below): (a) performing the same or similar work as Executive performed on behalf of the Company at
any time during the last twenty-four (24) months of employment with the Company; (b) performing work in any executive or upper management
capacity; (c) performing work which involves the management or oversight of others who perform duties or services similar to the duties
or services Executive performed for the Company during Executive’s last twenty-four (24) months of employment with the Company;
or (d) performing work in any capacity that would be reasonably likely to risk the disclosure and/or use of Confidential Information
(as defined below). Notwithstanding the preceding, owning the stock or options to acquire stock totaling less than two percent (2%) of
the outstanding shares in a public company shall not, by itself, constitute Competitive Activity. “Business” means
the business of the Company, taken as a whole, conducted at any time on or prior to Executive’s date of termination (or, if earlier,
the date of the applicable event). “Prohibited Territory” means any state in the United States where the Company is
providing services or has provided services in the last twenty-four (24) months, as of the date of Executive’s termination, so
long as the Company’s revenue from that state is greater than ten percent (10%) of the Company’s overall revenue as of the
date of Executive’s termination. Executive acknowledges that, so long as Executive meets the salary threshold under Florida Statute
§ 542.43(3) of earning greater than twice the annual mean wage of the county of Executive’s residence, this Agreement shall
constitute a “Covered Non-Compete Agreement” under Florida Statute § 542.43(6). Executive acknowledges and agrees that
the covenant contained herein is necessary to protect the Company’s legitimate business interests, including its Confidential Information
and trade secrets, clients, goodwill, reputation and referral sources.
-7-
7.2
Non-Solicitation.
(a)
Customer Non-Solicitation. Executive covenants and agrees that, during the Restriction Period, regardless of the reason for termination,
Executive shall not, directly or indirectly: (i) solicit or cause or attempt to solicit or cause any Restricted Customer (as defined
below) to purchase any services or products from any business other than the Company and/or its Affiliates that are competitive with
or a substitute for the services or products offered by the Company and/or its Affiliates; (ii) sell or provide any services or products
to any Restricted Customer that are competitive with or a substitute for the Company’s and/or its Affiliates’ services or
products; or (iii) solicit or cause or attempt to solicit or cause any supplier of goods or services to the Company and/or its Affiliates
not to do business with, or to reduce any part of its business with, the Company and/or its Affiliates. “Restricted Customer”
means: (A) any customer of the Company and/or its Affiliates with whom Executive had contact or communications at any time during Executive’s
last twenty-four (24) months as a Company employee; (B) any customer of the Company and/or its Affiliates for whom Executive supervised
the Company’s account or dealings at any time during Executive’s last twenty-four (24) months as a Company employee; and/or
(C) any customer of the Company and/or its Affiliates about whom Executive obtained any Confidential Information during Executive’s
last twenty-four (24) months as a Company employee.
(b)
Employee Non-Solicitation and Non-Raiding. Executive covenants and agrees that, during the Restriction Period, Executive shall
not, directly or indirectly, recruit, solicit or encourage any employee, independent contractor or any person employed by the Company
and/or its Affiliates at any point during Executive’s last six (6) months with the Company, with whom Executive worked or about
whom Executive had access to Confidential Information, to leave his or her employment or engagement with the Company and/or its Affiliates.
Executive acknowledges and agrees the covenants contained in this Section 7.2 are necessary to protect the Company’s legitimate
business interests, including its Confidential Information and trade secrets and its customer, supplier and employee relationships, goodwill
and loyalty.
7.3
Confidentiality. Executive agrees and acknowledges that the Company and its Affiliates have developed Confidential Information
(as defined below) at great time and expense and further agrees that the Company and its Affiliates will continue to provide Executive
with access to Confidential Information and specialized training. Executive covenants and agrees that, except to the extent the use or
disclosure of any Confidential Information is required to carry out Executive’s assigned duties with the Company, during Executive’s
employment with the Company and perpetually thereafter with respect to trade secrets (for as long as such information is deemed a trade
secret under applicable law), and for five (5) years thereafter with respect to all other Confidential Information: (a) Executive shall
keep strictly confidential and not disclose to any person not employed by the Company and/or its Affiliates any Confidential Information;
and (b) Executive shall not use for the benefit of Executive or for any other person or entity any Confidential Information. “Confidential
Information” means all confidential, proprietary or business information related to the Company’s and/or its Affiliates’
business that is furnished to, obtained by, or created by Executive during Executive’s employment with the Company and which could
be used to harm or compete against the Company and/or its Affiliates, including, by way of illustration, information relating to: (i)
methods of operation, customer lists, products, prices, fees, costs, technology, formulas, inventions, trade secrets, know-how, software,
marketing methods, plans, personnel, suppliers, competitors and markets; (ii) finances, including financial statements, balance sheets,
sales data, forecasts and cost analyses; and (iii) plans and projections for business opportunities for new or developing business, including
marketing concepts and business plans; provided, that, there shall be no obligation hereunder with respect to information
that (i) is generally available to the public on the Effective Date, (ii) becomes generally available to the public other than as a result
of a disclosure not otherwise permissible hereunder, (iii) has been independently developed or disclosed by others (except in connection
with any disclosure by another party in violation of such other party’s confidentiality obligations to the Company), or (iv) is
required to be disclosed by law, court order or other legal or regulatory process and Executive gives the Company prompt written notice
and the opportunity to seek a protective order. For the avoidance of doubt, Executive understands that pursuant to the federal Defend
Trade Secrets Act of 2016, Executive shall not be held criminally or civilly liable under any federal or state trade secret law for the
disclosure of a trade secret that (A) is made (i) in confidence to a federal, state, or local government official, either directly or
indirectly, or to an attorney, and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is
made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Nothing contained in
this Agreement shall limit Executive’s ability to communicate with any federal, state or local governmental agency or commission,
including to provide documents or other information, without notice to the Company. Further, nothing in this Agreement shall be deemed
to preclude Executive from testifying truthfully under oath if Executive is required or compelled by law to testify in any judicial action
or before any government authority or agency or from making any other legally-required truthful statements or disclosures.
-8-
7.4
Intellectual Property.
(a)
Executive shall promptly and fully disclose all Intellectual Property (as defined below) to the Company, and Executive acknowledges and
agrees that all Intellectual Property is the property of the Company. Executive hereby assigns and agrees in the future to assign to
the Company Executive’s full right, title and interest in and to all Intellectual Property. Executive agrees to provide during
and after the Employment Period all further cooperation that the Company determines is desirable to accomplish the complete transfer
of the Intellectual Property to the Company. All copyrightable works that Executive creates during Executive’s employment with
the Company shall be considered “work made for hire” and shall be owned exclusively by the Company. Any systems developed
for the Company, on Company time, shall be the Company’s intellectual property. “Intellectual Property” means
any invention, formula, process, discovery, work of authorship, development, design, innovation or improvement made, conceived or first
actually reduced to practice by Executive, solely or jointly with others, during Executive’s employment with the Company and that:
(a) is developed using the equipment, supplies, facilities or trade secret information of the Company; or (b) relates at the time of
conception or reduction to practice to (i) the business of the Company, (ii) the actual or demonstrably anticipated research or development
of the Company, or (iii) any work performed by Executive for the Company.
(b)
Whether during or after the Employment Period, Executive further agrees to execute and acknowledge all papers and to do, at the Company’s
expense, any and all other things necessary for or incident to the applying for, obtaining and maintaining of such letters patent, copyrights,
trademarks or other intellectual property rights, as the case may be, and to execute, on request, all papers necessary to assign and
transfer such Intellectual Property, copyrights, patents, patent applications and other intellectual property rights to the Company and
its successors and assigns. In the event that the Company is unable, after reasonable efforts and, in any event, after ten (10) business
days, to secure Executive’s signature on a written assignment to the Company, of any application for letters patent, trademark
registration or to any common law or statutory copyright or other property right therein, whether because of Executive’s physical
or mental incapacity, or for any other reason whatsoever, Executive irrevocably designates and appoints the Secretary of the Company
as Executive’s attorney-in-fact to act on Executive’s behalf to execute and file any such applications and to do all lawfully
permitted acts to further the prosecution or issuance of such assignments, letters patent, copyright or trademark.
7.5
Return of Company Property. Within ten (10) days following the date of any termination of Executive’s employment, or at
an earlier date as requested by the Company, Executive or Executive’s personal representative shall return all property of the
Company and its Affiliates in Executive’s possession, including but not limited to all Company-owned computer equipment (hardware
and software), smart phones, facsimile machines, tablet computers and other communication devices, credit cards, office keys, security
access cards, badges, identification cards and all copies (including drafts) of any documentation or information (however stored) relating
to the business of the Company and its Affiliates, its customers and clients or its prospective customers and clients. Anything to the
contrary notwithstanding, Executive shall be entitled to retain (i) personal papers and other materials of a personal nature, provided
that such papers or materials do not include Confidential Information, (ii) information showing Executive’s compensation or relating
to reimbursement of expenses, and (iii) copies of plans, programs and agreements relating to Executive’s employment, or termination
thereof, with the Company or Executive’s service on the Board which Executive received in Executive’s capacity as a participant.
7.6
Resignation as an Officer and Director. Upon any termination of Executive’s employment, Executive shall be deemed to have
automatically resigned, to the extent applicable, if any, as an officer of the Company and any of its Affiliates, a member of the Board,
or the board of directors or equivalent of any of the Company’s Affiliates and as a fiduciary of any Company or Affiliate benefit
plan. On or immediately following the date of any termination of Executive’s employment, Executive shall confirm the foregoing
by submitting to the Company in writing a confirmation of Executive’s resignation(s).
-9-
7.7
Cooperation. Upon the receipt of reasonable notice from the Company (including outside counsel), the Executive agrees that during
the Employment Period and thereafter, the Executive will respond and provide information with regard to matters of which the Executive
has knowledge as a result of employment hereunder, and will provide reasonable assistance to the Company, its Affiliates and their respective
representatives in defense of any claims made against the Company or any of its Affiliates, and will assist the Company and its Affiliates
in the prosecution of any claims made by the Company or any of its Affiliates, to the extent that such claims may relate to the Employment
Period (collectively, “Claims”). The Executive agrees to promptly inform the Company if the Executive becomes aware
of any lawsuits involving Claims that may be filed or threatened against the Company or any of its Affiliates. The Executive also agrees
to promptly inform the Company (to the extent that the Executive is legally permitted to do so) if the Executive is asked to assist in
any investigation of the Company or any of its Affiliates (or their actions) or another party attempts to obtain information or documents
from the Executive (other than in connection with any litigation or other proceeding in which the Executive is a party-in-opposition)
with respect to matters the Executive believes in good faith to relate to any investigation of the Company or any of its Affiliates,
in each case, regardless of whether a lawsuit or other proceeding has then been filed against the Company or any of its Affiliates with
respect to such investigation, and will not do so unless legally required. During the pendency of any litigation or other proceeding
involving Claims, the Executive will not communicate with anyone (other than the Executive’s attorneys and tax and/or financial
advisors and except to the extent that the Executive determines in good faith is necessary in connection with the performance of the
Executive’s duties hereunder) with respect to the facts or subject matter of any pending or potential litigation or regulatory
or administrative proceeding involving the Company or any of its Affiliates without giving prior written notice to the Company or the
Company’s counsel. Upon presentation of appropriate documentation, the Company will pay or reimburse the Executive for all reasonable
and necessary out-of-pocket business and travel expenses incurred by the Executive in complying with this Section 7.7.
7.8
Non-Disparagement. During Executive’s employment with the Company, and at all times thereafter, Executive agrees that, except
as required by applicable law or compelled by process of law, Executive will not, nor permit anyone acting on Executive’s behalf
to, (i) make any derogatory, disparaging, or critical statement about the Company or any of its direct or indirect subsidiary companies,
or any of their respective current officers, directors, employees, shareholders, interest-holders, members, or lenders, or any persons
who were officers, directors, employees, shareholders, interest-holders, members, or lenders during Executive’s employment, or
(ii) without Company’s prior written consent, communicate, directly or indirectly, with the press or other media, concerning the
past or present employees or business of the Company or any of its direct or indirect subsidiary companies. The Company shall direct
its directors and senior executive officers not to make any derogatory or disparaging statement about Executive, except (A) as required
by applicable law or compelled by process of law or (B) for internal communications in connection with performance reviews or other internal
discussions related to Executive.
7.9
Survival. This Section 7 shall survive any termination or expiration of this Agreement or employment of Executive.
8.
Remedies. It is specifically understood and agreed that any breach of the provisions of Section 7 of this Agreement
will result in irreparable injury to the Company and that the remedy at law alone will be an inadequate remedy for such breach, and that
in addition to any other remedy it may have in the event of a breach or threatened breach of Section 7 above, the Company shall
be entitled to enforce the specific performance of this Agreement by Executive and to temporary and permanent injunctive relief without
bond and without liability should such relief be denied, modified or violated.
-10-
9.
Blue Pencil. Each of the rights enumerated in this Agreement shall be independent
of the others and shall be in addition to and not in lieu of any other rights and remedies available to the Company or any of its direct
or indirect subsidiaries at law or in equity. If any of the provisions of this Agreement or any part of any of them is hereafter construed
or adjudicated to be invalid or unenforceable because of the duration of such provisions or the area or scope covered thereby, Executive
agrees that the court making such determination shall have the power to blue-pencil, reform or reduce the duration, scope and/or area
of such provisions to the maximum and/or broadest duration, scope and/or area permissible by law, and in its reduced form said provision
shall then be enforceable to the maximum extent permitted by applicable law.
10.
Severable Provisions. The provisions of this Agreement are severable and the invalidity of any one or more provisions shall
not affect the validity of any other provision.
11.
Notices. All notices hereunder, to be effective, shall be in writing and shall be deemed effective when delivered by hand
or mailed by (a) certified mail, postage and fees prepaid, or (b) nationally recognized overnight express mail service, as follows:
If
to the Company:
Laser
Photonics Corporation
250 Technology Park
Lake Mary, Florida 32746
Attn: Dmitriy Nikitin
Email: ndg@ict-investments.com
with
a copy (which shall not constitute notice) to:
Sheppard,
Mullin, Richter & Hampton LLP
321
North Clark Street
31st Floor
Chicago, IL 60654
Attention: Alexander M. Schwartz
Telephone: 310.850.5207
E-mail: aschwartz@sheppard.com
If
to Executive:
The
last address shown on records of the Company.
or to such other address
as a party may notify the other pursuant to a notice given in accordance with this Section 11.
-11-
12.
Indemnification; D&O Insurance.
12.1
Indemnification. The Company shall indemnify and hold harmless Executive, to the fullest extent permitted by applicable law and
the Company’s governing documents, from and against any and all claims, liabilities, losses, damages, costs and expenses (including
reasonable attorneys’ fees) arising out of or relating to Executive’s service as an officer, director, employee, or fiduciary
of the Company or any of its Affiliates, including in connection with any threatened, pending, or completed action, suit, investigation,
or proceeding (whether civil, criminal, administrative, or investigative); provided, that, such indemnification shall not
extend to any claim, liability, loss, damage, cost, or expense arising out of or relating to Executive’s fraud, gross negligence,
criminal conduct, or willful misconduct. This indemnification obligation is in addition to, and not in lieu of, any rights Executive
may have under the Company’s certificate of incorporation, bylaws, other governing documents, applicable law, or any separate indemnification
agreement between Executive and the Company, and shall survive the termination of Executive’s employment and this Agreement.
12.2
Advancement of Expenses. The Company shall advance to Executive, within twenty (20) business days following Executive’s
written request, all reasonable expenses (including reasonable attorneys’ fees) actually and necessarily incurred by Executive
in defending or otherwise participating in any proceeding described in Section 12.1 above, subject to Executive’s undertaking
to repay such amounts if it is ultimately determined that Executive is not entitled to be indemnified under this Agreement or applicable
law.
12.3
D&O Insurance. The Company shall maintain directors’ and officers’ liability insurance covering Executive’s
service to the Company on terms (including coverage amounts and scope) no less favorable to Executive than the coverage provided to other
similarly situated senior officers and directors of the Company. Such coverage shall continue to apply to Executive with respect to acts
or omissions occurring during Executive’s service, for so long as such claims-made coverage may be maintained following Executive’s
termination of employment, consistent with the Company’s insurance program as in effect from time to time for its senior officers
and directors generally.
13.
Miscellaneous.
13.1
Executive Representation. Executive hereby represents to the Company that the execution and delivery of this Agreement by Executive
and the Company and the performance by Executive of Executive’s duties hereunder shall not constitute a breach of, or otherwise
contravene, or be prevented, interfered with or hindered by, the terms of any employment agreement or other agreement or policy to which
Executive is a party or otherwise bound, and further that Executive is not subject to any limitation on Executive’s activities
on behalf of the Company as a result of agreements into which Executive has entered except for obligations of confidentiality with former
employers. To the extent this representation and warranty is not true and accurate, it shall be treated as a Cause event and the Company
may terminate Executive for Cause or not permit Executive to commence employment.
13.2
No Mitigation or Offset. In the event of any termination of Executive’s employment hereunder, Executive shall be under no
obligation to seek other employment or otherwise mitigate the obligations of the Company under this Agreement, and there shall be no
offset against amounts due Executive under this Agreement on account of future earnings by Executive.
-12-
13.3
Entire Agreement; Amendment. Except as otherwise expressly provided herein, this Agreement constitutes the entire agreement between
the parties hereto with regard to the subject matter hereof, superseding all prior understandings, discussions, and agreements, whether
written or oral. This Agreement may not be amended or revised except by a writing signed by the parties.
13.4
Assignment and Transfer. The provisions of this Agreement shall be binding on the parties hereto and shall inure to the benefit
of the Company and any successor in interest to the Company who acquires all or substantially all of the Company’s assets. The
Company may assign this Agreement to an Affiliate. Neither this Agreement nor any of the rights, duties or obligations of Executive shall
be assignable by Executive, nor shall any of the payments required or permitted to be made to Executive by this Agreement be encumbered,
transferred or in any way anticipated, except as required by applicable law. All rights of Executive under this Agreement shall inure
to the benefit of and be enforceable by Executive’s personal or legal representatives, estates, executors, administrators, heirs
and beneficiaries.
13.5
Waiver of Breach. A waiver by either party of any breach of any provision of this Agreement by the other party shall not operate
or be construed as a waiver of any other or subsequent breach by the other party.
13.6
Withholding. The Company shall be entitled to withhold from any amounts to be paid or benefits provided to Executive hereunder
any federal, state, local or foreign withholding, FICA contributions, or other taxes, charges or deductions which it is from time to
time required to withhold.
13.7
Code Section 409A.
(a)
The parties agree that this Agreement shall be interpreted to comply with or be exempt from Section 409A of the Code and the regulations
and guidance promulgated thereunder to the extent applicable (collectively “Code Section 409A”), and all provisions
of this Agreement shall be construed in a manner consistent with the requirements for avoiding taxes or penalties under Code Section
409A. In no event whatsoever will the Company be liable for any additional tax, interest or penalties that may be imposed on Executive
under Code Section 409A or any damages for failing to comply with Code Section 409A.
(b)
A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment
of any amounts or benefits considered “nonqualified deferred compensation” under Code Section 409A upon or following a termination
of employment unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for
purposes of any such provision of this Agreement, references to a “termination,” “termination of employment”
or like terms shall mean “separation from service.” If Executive is deemed on the date of termination to be a “specified
employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of
any benefit that is considered nonqualified deferred compensation under Code Section 409A payable on account of a “separation from
service,” such payment or benefit shall be made or provided at the date which is the earlier of (i) the expiration of the six (6)-month
period measured from the date of such “separation from service” of Executive, and (ii) the date of Executive’s death
(the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this
Section 13.7(b) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay)
shall be paid or reimbursed on the first business day following the expiration of the Delay Period to Executive in a lump sum, and any
remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified
for them herein.
-13-
(c)
With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by
Code Section 409A, (i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit,
(ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses
eligible for reimbursement, or in-kind benefits, to be provided in any other taxable year, provided, that, this clause (ii) shall
not be violated with regard to expenses reimbursed under any arrangement covered by Internal Revenue Code Section 105(b) solely because
such expenses are subject to a limit related to the period the arrangement is in effect and (iii) such payments shall be made on or before
the last day of Executive’s taxable year following the taxable year in which the expense occurred.
(d)
For purposes of Code Section 409A, Executive’s right to receive any installment payments pursuant to this Agreement shall be treated
as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period
with reference to a number of days (e.g., “payment shall be made within thirty (30) days following the date of termination”),
the actual date of payment within the specified period shall be within the sole discretion of the Company.
13.8
Arbitration. In consideration of the Company continuing to employ Executive and the benefits provided under this Agreement, Executive
and the Company each agree that if any contest or dispute arises between the parties with respect to this Agreement or Executive’s
employment or termination thereof, other than injunctive and equitable relief with regard to Section 8 hereof, such contest or
dispute shall be submitted to binding arbitration to occur in the State of Florida in accordance with the rules and procedures of the
Employment Dispute Resolution Rules of the American Arbitration Association (“AAA”) then in effect. The decision of
the arbitrator shall be final and binding on the parties and may be entered in any court of applicable jurisdiction. The parties shall
bear their own legal fees in any arbitration, and the Company shall pay the fees of the AAA and the arbitrator to the extent such fees
exceed the amount of an ordinary civil court filing fee, with Executive responsible for an amount equal to such ordinary filing fee.
However, if any party prevails on a statutory claim which affords the prevailing party attorneys’ fees, the arbitrator may award
reasonable fees and costs to the prevailing party, under the standards for an award of fees provided by law. The parties agree to file
any demand for arbitration within the time limit established by the applicable statute of limitations for the asserted claims or within
one year of the conduct that forms the basis of the claim if no statutory limitation is applicable. Failure to demand arbitration within
the prescribed time period shall result in waiver of said claims. This mutual arbitration agreement will cover all matters directly or
indirectly related to Executive’s recruitment, hiring, employment with or termination from the Company, except as expressly set
forth herein as relates to the parties’ ability to seek injunctive relief in a court of competent jurisdiction and except as expressly
required by applicable law. THE PARTIES UNDERSTAND AND AGREE THAT THEY ARE WAIVING THEIR RIGHTS TO BRING SUCH CLAIMS IN COURT, INCLUDING
THE RIGHT TO A JURY TRIAL. THE PARTIES ALSO AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN THEIR INDIVIDUAL CAPACITIES, AND
NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, REPRESENTATIVE OR COLLECTIVE PROCEEDING.
13.9
Governing Law. This Agreement shall be construed under and enforced in accordance with the laws of the State of Florida, without
regard to the conflicts of law provisions thereof.
13.10
Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and shall
have the same effect as if the signatures hereto and thereto were on the same instrument.
[remainder
of page intentionally left blank]
-14-
IN
WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written.
LASER PHOTONICS CORPORATION
By:
/s/ Qing Lu
Name:
Qing Lu
Title:
Director
EXECUTIVE
/s/ Tim Peterman
Name:
Tim Peterman
EX-99.1
EX-99.1
Filename: ex99-1.htm · Sequence: 3
Exhibit 99.1
LASE
Strengthens Financial Management and Corporate Governance
Appoints
Tim Peterman Chief Financial Officer
ORLANDO,
Fla., October 20, 2026 — Laser Photonics Corporation (NASDAQ: LASE), an emerging directed energy and laser technology platform
developing applications for defense, semiconductor, pharmaceutical and industrial markets (the “Company”), today announced
the appointment of Tim Peterman as Chief Financial Officer.
Mr.
Peterman’s appointment, together with the Company’s recent engagements of Sheppard, Mullin, Richter & Hampton LLP (“Sheppard”)
as outside securities counsel and CBIZ, Inc. to provide external financial reporting consulting services, supports the Company’s
recent efforts to establish clear financial accountability, strengthen reporting processes and build the governance framework needed
to support growth.
Dmitriy
Nikitin, Executive Chairman, said, “As we expand our technology portfolio and pursue new markets, we need to hire talented financial
leaders like Tim and partner with leading legal and accounting firms like Sheppard and CBIZ. We are strengthening our foundation as we
organize for growth.”
Mr.
Peterman brings more than three decades of experience in public-company capital markets, financial operations, SEC compliance and mergers
and acquisitions within the technology, media and telecommunications industries. He served as Chief Executive Officer of iMedia Brands,
a Nasdaq-listed media company, from May 2019 to August 2023, and served as Chief Financial Officer from March 2015 to April 2018.
Mr.
Peterman previously held senior finance, operating and corporate development positions at publicly held media and technology companies,
including The E.W. Scripps Company and IAC/InterActiveCorp. He began his career at KPMG in Chicago in 1989. He holds a Bachelor of Science
in accounting from the University of Kentucky and is a certified public accountant with an inactive license.
Sheppard
will advise the Company on securities law, SEC reporting obligations, corporate governance and capital markets matters.
CBIZ
will provide consulting services to help management adopt and maintain best practices in its external financial reporting processes and
within its internal control practices. These services will support management’s efforts to strengthen financial reporting controls,
improve documentation and promote consistent compliance with applicable accounting standards and SEC reporting requirements.
1 | Page
About
Laser Photonics Corporation
Laser
Photonics Corporation (NASDAQ: LASE) is an emerging defense and directed energy technology platform focused on developing laser applications
to address defense and security needs and on applying its core industrial laser products to help modernize the domestic manufacturing
infrastructure required to support U.S. national security.
The
Company develops laser platforms for four principal markets: defense, semiconductor, pharmaceutical and industrial. Through internal
development, strategic acquisitions and partnerships, LASE intends to expand its technology portfolio, strengthen its advanced manufacturing
capabilities, scale the enterprise profitably and build shareholder value.
Cautionary
Note Concerning Forward-Looking Statements
Readers
are cautioned that the statements contained in this press release concerning the Company’s strategy and development are “forward-looking
statements” as defined by the “safe harbor” provisions in the Private Securities Litigation Reform Act of 1995. Such
statements are made in reliance on the safe harbor provisions of Section 27A of the Securities Act of 1933, as amended, and Section 21E
of the Securities Exchange Act of 1934, as amended. All statements, other than statements of historical fact, included or incorporated
in this press release are forward-looking statements. Words such as “expect,” “anticipate,” “should,”
“believe,” “target,” “may,” “will,” “could,” “intend,” “shall,”
“would,” “approximately,” “likely,” “outlook,” and variations of these terms or the negative
of these terms and similar expressions are intended to identify these forward-looking statements, but the absence of these words does
not mean that a statement is not forward-looking. These forward-looking statements are not guarantees of future performance, conditions
or results. Forward-looking statements are subject to a number of risks and uncertainties, many of which involve factors or circumstances
that are beyond our control. These factors and circumstances include, but are not limited to the risks and uncertainties described in
our most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q and those indicated from time to time in other documents
filed or to be filed with the Securities and Exchange Commission by the Company. The forward looking statements contained in this press
release are based on our current expectations and beliefs concerning future developments and their potential effects on us. If underlying
assumptions to forward-looking statements prove inaccurate, or if known or unknown risks or uncertainties materialize, actual results
could vary materially from those anticipated, estimated, or projected. The forward-looking statements contained in this press release
are made as of the date of this press release, and the Company disclaims any intention or obligation, other than imposed by law, to update
or revise any forward-looking statements, whether as a result of new information, future events, or otherwise. Persons reading this press
release are cautioned not to place undue reliance on forward-looking statements.
Investor
Relations Contact
Lucas
A. Zimmerman & Ian Scargill
MZ Group – MZ North America
(262) 357-2918
LASE@mzgroup.us
Company
Investor Relations
InvestorRelations@laserphotonics.com
2 | Page
GRAPHIC
GRAPHIC
Filename: ex99-1_001.jpg · Sequence: 4
Binary file (14505 bytes)
Download ex99-1_001.jpg
XML — IDEA: XBRL DOCUMENT
XML
Filename: R1.htm · Sequence: 9
v3.26.3
Cover
Oct. 15, 2026
Cover [Abstract]
Document Type
8-K
Amendment Flag
false
Document Period End Date
Oct. 15, 2026
Entity File Number
001-41515
Entity Registrant Name
Laser
Photonics Corporation
Entity Central Index Key
0001807887
Entity Tax Identification Number
84-3628771
Entity Incorporation, State or Country Code
DE
Entity Address, Address Line One
250 Technology Park
Entity Address, City or Town
Lake Mary
Entity Address, State or Province
FL
Entity Address, Postal Zip Code
32746
City Area Code
(407)
Local Phone Number
804-1000
Written Communications
false
Soliciting Material
false
Pre-commencement Tender Offer
false
Pre-commencement Issuer Tender Offer
false
Title of 12(b) Security
Common
stock, par value $0.01
Trading Symbol
LASE
Security Exchange Name
NASDAQ
Entity Emerging Growth Company
true
Elected Not To Use the Extended Transition Period
false
X
- Definition
Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.
+ References
No definition available.
+ Details
Name:
dei_AmendmentFlag
Namespace Prefix:
dei_
Data Type:
xbrli:booleanItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Area code of city
+ References
No definition available.
+ Details
Name:
dei_CityAreaCode
Namespace Prefix:
dei_
Data Type:
xbrli:normalizedStringItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Cover page.
+ References
No definition available.
+ Details
Name:
dei_CoverAbstract
Namespace Prefix:
dei_
Data Type:
xbrli:stringItemType
Balance Type:
na
Period Type:
duration
X
- Definition
For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.
+ References
No definition available.
+ Details
Name:
dei_DocumentPeriodEndDate
Namespace Prefix:
dei_
Data Type:
xbrli:dateItemType
Balance Type:
na
Period Type:
duration
X
- Definition
The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.
+ References
No definition available.
+ Details
Name:
dei_DocumentType
Namespace Prefix:
dei_
Data Type:
dei:submissionTypeItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Address Line 1 such as Attn, Building Name, Street Name
+ References
No definition available.
+ Details
Name:
dei_EntityAddressAddressLine1
Namespace Prefix:
dei_
Data Type:
xbrli:normalizedStringItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Name of the City or Town
+ References
No definition available.
+ Details
Name:
dei_EntityAddressCityOrTown
Namespace Prefix:
dei_
Data Type:
xbrli:normalizedStringItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Code for the postal or zip code
+ References
No definition available.
+ Details
Name:
dei_EntityAddressPostalZipCode
Namespace Prefix:
dei_
Data Type:
xbrli:normalizedStringItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Name of the state or province.
+ References
No definition available.
+ Details
Name:
dei_EntityAddressStateOrProvince
Namespace Prefix:
dei_
Data Type:
dei:stateOrProvinceItemType
Balance Type:
na
Period Type:
duration
X
- Definition
A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
+ Details
Name:
dei_EntityCentralIndexKey
Namespace Prefix:
dei_
Data Type:
dei:centralIndexKeyItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Indicate if registrant meets the emerging growth company criteria.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
+ Details
Name:
dei_EntityEmergingGrowthCompany
Namespace Prefix:
dei_
Data Type:
xbrli:booleanItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Indicate if an emerging growth company has elected not to use the extended transition period for complying with any new or revised financial accounting standards.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Securities Act
-Number 7A
-Section B
-Subsection 2
+ Details
Name:
dei_EntityExTransitionPeriod
Namespace Prefix:
dei_
Data Type:
xbrli:booleanItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
+ References
No definition available.
+ Details
Name:
dei_EntityFileNumber
Namespace Prefix:
dei_
Data Type:
dei:fileNumberItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Two-character EDGAR code representing the state or country of incorporation.
+ References
No definition available.
+ Details
Name:
dei_EntityIncorporationStateCountryCode
Namespace Prefix:
dei_
Data Type:
dei:edgarStateCountryItemType
Balance Type:
na
Period Type:
duration
X
- Definition
The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
+ Details
Name:
dei_EntityRegistrantName
Namespace Prefix:
dei_
Data Type:
xbrli:normalizedStringItemType
Balance Type:
na
Period Type:
duration
X
- Definition
The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
+ Details
Name:
dei_EntityTaxIdentificationNumber
Namespace Prefix:
dei_
Data Type:
dei:employerIdItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Local phone number for entity.
+ References
No definition available.
+ Details
Name:
dei_LocalPhoneNumber
Namespace Prefix:
dei_
Data Type:
xbrli:normalizedStringItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 13e
-Subsection 4c
+ Details
Name:
dei_PreCommencementIssuerTenderOffer
Namespace Prefix:
dei_
Data Type:
xbrli:booleanItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 14d
-Subsection 2b
+ Details
Name:
dei_PreCommencementTenderOffer
Namespace Prefix:
dei_
Data Type:
xbrli:booleanItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Title of a 12(b) registered security.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b
+ Details
Name:
dei_Security12bTitle
Namespace Prefix:
dei_
Data Type:
dei:securityTitleItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Name of the Exchange on which a security is registered.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection d1-1
+ Details
Name:
dei_SecurityExchangeName
Namespace Prefix:
dei_
Data Type:
dei:edgarExchangeCodeItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 14a
-Subsection 12
+ Details
Name:
dei_SolicitingMaterial
Namespace Prefix:
dei_
Data Type:
xbrli:booleanItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Trading symbol of an instrument as listed on an exchange.
+ References
No definition available.
+ Details
Name:
dei_TradingSymbol
Namespace Prefix:
dei_
Data Type:
dei:tradingSymbolItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Securities Act
-Number 230
-Section 425
+ Details
Name:
dei_WrittenCommunications
Namespace Prefix:
dei_
Data Type:
xbrli:booleanItemType
Balance Type:
na
Period Type:
duration