LIDR 8-K filed 2026 · insiderdelta

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

Restructuring of Management Compensation

On June 1, 2026, the Compensation Committee (the
“Committee”) of the Board of Directors (the “Board”) of AEye, Inc. (the “Company”), as part of its
ongoing review of the Company’s executive compensation and retention programs, approved changes and made recommendations regarding
certain aspects of the compensation of our named executive officers.

Adoption of Amended and Restated Change in Control
Severance Agreement

On June 1, 2026, the Committee, ratified the adoption
of a form of an Amended and Restated Change in Control Severance Agreement (the “Amended Severance Agreement”) to be entered
into with eligible participants and authorized the Company to enter into the Amended Severance Agreement with Conor Tierney, the Company’s
Chief Financial Officer, which will provide, in the case of a Unilateral Termination, as defined below, Mr. Tierney with a severance payment
equal to his base salary for twelve (12) months and payment of group health insurance coverage for an equal period of time.

The Amended Severance Agreement did not materially
modify any of the severance payments and benefits associated with a “change in control” (as defined in the Amended Severance
Agreement), however, the Amended Severance Agreement now provides for severance payments and benefits in the event that the participant:
(i) voluntarily resigns for “good reason” (as defined in the Amended Severance Agreement) or (ii) is involuntary terminated
by the Company without “cause” (as defined in the Amended Severance Agreement), and such separation from service does not
occur in connection with, or within a specified period of time following, a “change in control” (each, a “Unilateral
Termination”).

Upon a Unilateral Termination, and subject to his
or her satisfaction of the conditions to severance described below, an eligible participant, including our named executive officers, would
be entitled to receive: (i) a severance payment equal to a percentage of such participant’s base salary; and (ii) payment of group
health insurance coverage for an equal period of time following the Unilateral Termination.

As a condition to any participant’s receipt
of severance benefits under the Amended Severance Agreement, the participant must sign a general waiver and release of claims, the form
of which is attached as an exhibit to the Amended Severance Agreement, confirm his or her obligations under the Company’s standard
form of proprietary information agreement, and allow the recission period to expire and the waiver and release of claims to become effective.

The foregoing description of the Amended Severance
Agreement is not complete and is qualified in its entirety by reference to the full text of the Form of Amended and Restated Change in
Control Severance Agreement, which was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities
and Exchange Commission on May 15, 2026, and is incorporated into this Item 5.02 by reference.
LIDR Aeye, Inc. - 8-K

Item 5.02 - Departure/Election of Directors or Certain Officers

Item 9.01 - Financial Statements and Exhibits
