SPAI Safe Pro Group Inc. - 8-K

Item
5.02

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

(e)
Compensatory Arrangements of Certain Officers

Executive
Officer Stock Option Awards .

On
May 27, 2026, the Board of Directors (the “Board”) and the Compensation Committee (the “Compensation Committee”)
of Safe Pro Group Inc. (the “Company”) approved grants, under the Company’s 2025 Safe Pro Group Equity Incentive Plan
(the “2025 Plan”) and the Company’s 2022 Stock Incentive Plan (the “2022 Plan”), of performance-based
stock options to certain executive officers of the Company. The options have a five-year term expiring May 27, 2031, and have an exercise
price of $4.50.

In
connection with the equity awards, Theresa Carlise, the Company’s Chief Financial Officer, was granted options to purchase 150,000
shares of the Company’s common stock under the 2025 Plan, and Daniyel Erdberg, the Company’s Chief Executive Officer,
was granted options to purchase 750,000 shares of the Company’s common stock, consisting of 460,500 shares under the
2025 Plan and 289,500 shares under the 2022 Plan.

The
options granted to Ms. Carlise will vest in five equal installments of 30,000 options upon the Company achieving
cumulative gross revenue milestones of $5 million, $10 million, $15 million, $20 million, and $25 million, respectively. The
options granted to Mr. Erdberg under the 2025 Plan will vest in five equal installments of 92,100 options upon the
Company achieving cumulative gross revenue milestones of $5 million, $10 million, $15 million, $20 million, and $25 million,
respectively. The options granted to Mr. Erdberg under the 2022 Plan will vest in five equal installments of 57,900 options upon
the Company achieving cumulative gross revenue milestones of $5 million, $10 million, $15 million, $20 million, and $25 million, respectively.

The
options are subject to the terms and conditions of the Plan and the Company’s form of stock option agreement.

Amendment
No. 4 to Employment Agreement of Chief Financial Officer.

In
addition, on May 27, 2026, the Company entered into Amendment No. 4 to the Employment Agreement dated June 22, 2023, as previously amended,
with Theresa Carlise, the Company’s Chief Financial Officer. The amendment provides for the following modifications to Ms. Carlise’s
compensation and termination provisions:

(i)
a monthly home office allowance of $1,000;

(ii)
an annual target cash bonus opportunity of 100% of one year’s Base Salary, at the discretion of the Compensation Committee, with
a minimum guaranteed annual cash bonus of 25% of one year’s Base Salary;

(iii)
a severance payment equal to six months of Base Salary in the event of a termination without Cause or resignation for Good Reason; and

(iv)
in the event of a Change in Control, Change-in-Control Severance Payments consisting of (a) a pro-rated annual cash bonus for the year
in which the termination date occurs, (b) a lump sum cash payment equal to twelve months of Base Salary, and (c) monthly medical payment
amounts continuing until the earlier of twelve months following the termination date or the date on which the Executive becomes employed
by a third party and becomes eligible to participate in such third party’s group health plan.

The
foregoing summary of Amendment No. 4 does not purport to be complete and is subject to, and qualified in its entirety by, the full text
of Amendment No. 4, a copy of which is filed as Exhibit 10.1 hereto and is incorporated by reference herein.

Item
9.01. Financial Statements and Exhibits.

(d)
Exhibits.

Exhibit
No.

Description

10.1

Amendment No. 4 to Employment Agreement, dated May 27, 2026, between Safe Pro Group Inc. and Theresa Carlise

104

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