BKTI BK Technologies Corporation

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

On June 24, 2022, BK Technologies Corporation, a Nevada corporation, through BK Technologies, Inc. (collectively, the “Company”), entered into amendments to employment agreements (each an “Amendment,” and collectively, the “Amendments”) with John M. Suzuki, Timothy A. Vitou, and Henry R. (Randy) Willis (collectively, the “Officers”), as described in more detail below. The effective date of the Amendments, per the agreement of the Company and each of the Officers, was June 23, 2022.

Pursuant to the Amendments for Mr. Vitou and Mr. Willis, the Company and Mr. Vitou and Mr. Willis agreed to add two additional sections to the existing employment agreements. The first additional section provides that upon the occurrence of a Change in Control, as defined under the Company’s 2017 Incentive Compensation Plan (“2017 Plan”), such Officer will be entitled to receive a lump sum payment equal to fifty percent (50%) of his most recent annual salary, payable within thirty (30) days following the effective date of such Change in Control.

The second additional section provides that notwithstanding the terms of the Company equity plan or plans under which such Officer’s equity awards are granted or any applicable award agreements, upon the occurrence of a Change in Control, all of such Officer’s outstanding unvested time-based equity awards will become fully vested and any restrictions thereon will lapse and, in the case of stock options and stock appreciation rights, will remain exercisable for the remainder of their full term, and all of such Officer’s outstanding unvested equity awards with performance-based vesting will be deemed achieved at target levels with respect to performance goals or other vesting criteria.

The Amendment for Mr. Suzuki adds one additional section which provides that notwithstanding the terms of the Company equity plan or plans under which Mr. Suzuki’s equity awards are granted or any applicable award agreements, upon the occurrence of a Change in Control, all of Mr. Suzuki’s outstanding unvested time-based equity awards will become fully vested and any restrictions thereon will lapse and, in the case of stock options and stock appreciation rights, will remain exercisable for the remainder of their full term, and all of Mr. Suzuki’s outstanding unvested equity awards with performance-based vesting will be deemed achieved at target levels with respect to performance goals or other vesting criteria.

All other terms and provisions of each Officer’s employment agreement remain in full force and effect.

The foregoing descriptions of the Amendments are qualified in their entirety by reference to the complete text of the Amendments, copies of which are filed herewith as Exhibits 10.1, 10.2, and 10.3, respectively, and which are incorporated herein by reference.