VIHD Vision Hydrogen Corporation (QB)

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

On May 22, 2022, our board of directors approved entry and we entered into an Employment Agreement (the “Employment Agreement”) with Matthew Hidalgo, our Chief Financial Officer, effective May 9, 2022. Mr. Hidalgo previously provided services as our Chief Financial Officer pursuant to a services agreement we entered into with Turquino Equity LLC on November 8, 2021, which provided for payment of $25,000 per month and which expired on May 8, 2022 pursuant to its terms.

The Employment Agreement is for a one year term and provides for an annual monthly base salary of $13,500. Mr. Hidalgo may also be entitled to discretionary annual bonus compensation determined by our compensation committee. In addition, Mr. Hidalgo is entitled to participate in any and all benefit plans, from time to time, in effect for our employees, along with vacation, sick and holiday pay in accordance with our policies established and in effect from time to time. The Employment Agreement permits termination by us for cause, death, bankruptcy and disability and without cause upon (i) payment by us of a lump sum equal to three months’ base salary less statutory/payroll deductions as well as any unaccounted advances or other monies due to us by Mr. Hidalgo (the “Notice Payment”), (ii) notice to Mr. Hidalgo that the Employment Agreement will terminate 90 days from the date of such notice, with confirmation that Mr. Hidalgo will continue to perform and be compensated under the Employment Agreement for such 90 day period, or (iii) some combination of (i) and (ii), all at our sole discretion. Should Mr. Hidalgo secure alternative employment during the said 90-day period he shall be required to reimburse the pro rated portion of the Notice Payment to us. Except in the case of termination without cause, Mr. Hidalgo shall be entitled to all accrued and unpaid base salary as well as any expenses properly incurred prior to the date of termination, less any advances against expenses not accounted for.

The description of the Employment Agreement contained in this Current Report on Form 8-K is a summary and is qualified in its entirety by the terms of such agreement, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.