Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(c) On August 16, 2022, Telkonet, Inc. (the "Company") entered into an
employment agreement with John M. Srouji, 43, for the position of Chief Sales
and Operating Officer effective immediately and expiring on May 31, 2026. The
term of the employment agreement will automatically renew for an additional
twelve months unless either party provides notice to the other of its intent to
terminate the agreement or if the agreement is otherwise terminated in
accordance with its terms. Mr. Srouji will receive a base salary of $300,000 and
bonuses and benefits based on the Company's internal policies and on
participation in the Company's incentive and benefit plans. Mr. Srouji will have
a guaranteed 2022 bonus of $25,000 with the potential of an additional $20,000
should the Company achieve specified targets.
Mr. Srouji's employment agreement provides that, in the event of the termination
of his employment by mutual consent, or if Mr. Srouji's employment is terminated
other than for "cause," as defined in his employment agreement, then Mr. Srouji
will receive an amount equal to twelve months of his base salary and
compensation for health care premiums for a twelve-month period following the
date of termination. If Mr. Srouji terminates his employment agreement for "good
reason," as defined in his employment agreement, the Company will continue to
pay Mr. Srouji's base salary and provide Mr. Srouji with continued participation
in each employee benefit plan for the period beginning on the date of
termination and ending on the expiration of the term of Mr. Srouji's employment
agreement or, if such period is less than twelve months, for a period of twelve
months from the date of notice of such termination. If Mr. Srouji is terminated
for "cause," he will be entitled to no further compensation, except for accrued
payables, payroll, leave and vacation and except as may be required by
applicable law.
Mr. Srouji earned a Bachelor of Science degree from Rensselaer Polytechnic
Institute and a Master of Science degree from New York University. He worked in
the Building and Energy Controls Industry with Honeywell International Inc. from
2005 to 2022, holding various management roles in the areas of operations, sales
and marketing.
There are no family relationships between Mr. Srouji and any director or
executive officer of the Company and there are no transactions between Mr.
Srouji and the Company that would be reportable under Item 404(a) of Regulation
S-K.
The foregoing description of Mr. Srouji's employment agreement does not purport
to be complete, and is qualified in its entirety by reference to his employment
agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated
herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
10.1 Employment Agreement, effective as of August 16, 2022, by and between
Telkonet, Inc. and John M. Srouji .
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TELKONET, INC. 
