Tessera Defense & Homeland Security Inc.: chief executive and chief financial officer employment agreements

What happened

• The filing says the Company, its Israeli subsidiary and Michael Oster entered into an employment agreement dated Oct 7, 2026, and the Company, its Israeli subsidiary and David Rokach entered into an employment agreement dated Oct 7, 2026. The agreements were approved by the compensation committee and the board on Oct 7, 2026.
• The filing says Mr. Oster was appointed chief executive officer effective Mar 4, 2026 and Mr. Rokach was appointed chief financial officer effective Feb 27, 2026; the filing says neither received remuneration for services before these agreements.

Key details

• Mr. Oster: monthly salary of NIS 55,000 (approximately $18,000); eligible for an annual performance cash bonus up to 50% of annual base salary.
• Mr. Oster equity (subject to stockholder approval at the Special Meeting on Oct 20, 2026 to amend the 2026 equity incentive plan to increase shares reserved from 685,000 to 6,000,000): 400,000 fully vested shares; 1,000,000 restricted stock units (25% vest Dec 31, 2026; remaining 75% vest in equal quarterly installments over 24 months); option to buy up to 1,000,000 shares at $1.15 per share exercisable for two years from the agreement date.
• Mr. Oster performance grants: fiscal 2027—if EBITDA per share exceeds $0.05, 200,000 shares plus 100,000 shares for each whole cent above $0.05, up to 500,000; fiscal 2028—if EBITDA per share exceeds $0.10, 200,000 shares plus 100,000 shares for each whole cent above $0.10, up to 500,000. EBITDA is defined per audited U.S. GAAP consolidated statements.
• Mr. Oster termination: either party may terminate with 120 days’ notice; if terminated without cause or resigns for good reason, six months’ base salary plus payment in lieu of notice (subject to release); change in control-triggered termination within specified windows provides 12 months’ base salary, pro rata bonus, full vesting of unvested equity and extended option exercise period (subject to limits).
• Mr. Rokach: monthly salary of NIS 35,000 (approximately $11,500); subject to the same stockholder approval, 180,000 fully vested shares in recognition of prior contributions; either party may terminate on 30 days’ written notice; agreements include customary benefits, indemnification, and 12-month noncompetition and nonsolicitation covenants.

Why it may matter

• The filing reports Item 5.02 and describes the compensation arrangements for the chief executive officer and the chief financial officer, and it also reports Item 7.01 that a related press release was issued. The filing does not show why the insiders acted or why the company entered into these agreements.