JCS Communications Systems Incorporated

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Employee Stock Purchase Plan and Amendment to Equity Plan

As reported below in Item 5.07, on December 7, 2022, the shareholders of Pineapple Energy Inc. (the “Company”) approved the Company’s 2022 Employee Stock Purchase Plan (the “ESPP”). Approval of the ESPP was included as Proposal 4 in the Company’s definitive proxy statement for its Annual Meeting of Shareholders filed with the Securities and Exchange Commission on October 24, 2022 (the “Proxy Statement”). A copy of the ESPP is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

As reported below in Item 5.07, on December 7, 2022, the shareholders of the Company also approved amendments to the Company’s  2022 Equity Incentive Plan  (the “2022 Equity Plan”) to increase the number of shares of the Company’s common stock, par value $0.05 per share (the “Common Stock”), authorized for issuance under the 2022 Equity Plan, and the number of shares that can be issued as incentive stock options under the 2022 Equity Plan, from 750,000 to 1,250,000 shares (the “Plan Amendments”). The Plan Amendments were included as Proposal 5 in the Proxy Statement. A copy of the 2022 Equity Plan, as amended to reflect the Plan Amendments, is attached as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference.

Employment and Change in Control Agreements

The Company entered into an Employment Agreement (the “Udseth Employment Agreement”) and a Change in Control Agreement (the “Udseth Change in Control Agreement”), each dated as of December 5, 2022, with Kyle Udseth, the Company’s Chief Executive Officer. The Company also entered into an Employment Agreement (the “Ingvaldson Employment Agreement” and, together with the Udseth Employment Agreement, the “Employment Agreements”) and a Change in Control Agreement (the “Ingvaldson Change in Control Agreement” and, together with the Udseth Change in Control Agreement, the “Change in Control Agreements”), each dated as of December 5, 2022, with Eric Ingvaldson, the Company’s Chief Financial Officer.

The Udseth Employment Agreement provides for, among other things, an annual base salary of $300,000, Mr. Udseth’s participation in the Company’s employee bonus program with a potential bonus opportunity of up to 50% of his base salary, and Mr. Udseth’s participation in the Company’s employee benefit plans and programs. The Ingvaldson Employment Agreement provides for, among other things, an annual base salary of $250,000, Mr. Ingvaldson’s participation in the Company’s employee bonus program with a potential bonus opportunity of up to 40% of his base salary, and Mr. Ingvaldson’s participation in the Company’s employee benefit plans and programs.

Each of the Employment Agreements provides that upon termination of the executive’s employment, he is entitled to receive any base salary owed through his termination date and reimbursement of reasonable expenses incurred as of his termination date. If the executive’s employment is terminated by the Company for any reason other than Cause (as defined in the Employment Agreements) or disability, or by the executive for Good Reason (as defined in the Employment Agreements), in each case prior to a Change in Control (as defined in the Change in Control Agreements), the executive would also be entitled to receive an amount equal to 50% of his annual base salary at that time, payable in equal installments over a six-month period. The Employment Agreements also contain certain other customary terms and conditions, including non-competition, non-solicitation, and non-interference provisions.

The Udseth Employment Agreement supersedes and replaces the employment agreement, dated as of February 10, 2021, between Mr. Udseth and the Company, other than with respect to certain provisions as provided in the Udseth Employment Agreement. The Ingvaldson Employment Agreement supersedes and replaces the offer letter, dated as of September 16, 2022, between Mr. Ingvaldson and the Company.

Each of the Change in Control Agreements provides that if, within 24 months following a Change in Control, the executive’s employment is terminated by the Company for any reason other than Cause (as defined in the Change in Control Agreement), death or disability, or by the executive for Good Reason (as defined in the Change in Control Agreement), then the Company shall pay the executive an amount equal to one times his annual base salary as of the date of the Change in Control or his termination date, whichever is greater, payable in a lump sum within 75 days following the termination date. Each of the Change in Control Agreements also provides that upon such a termination, for a period of 12 months following the termination date, the executive will receive medical and dental insurance and life insurance, substantially in the form and expense to him as received by him on his termination date.  Each of the Change in Control Agreements also provides that the payments made to the executive under the agreement shall be one dollar less than the amount which would cause all payments to him to be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code.

The foregoing descriptions of the Udseth Employment Agreement, the Udseth Change in Control Agreement, the Ingvaldson Employment Agreement and the Ingvaldson Change in Control Agreement are summaries, do not purport to be complete and are qualified in their entirety by reference to the full text of such documents, which are attached hereto as Exhibits 10.3, 10.4, 10.5 and 10.6, respectively, and incorporated herein by reference.