Material Agreement, Management Change/Compensation (Form 8-K)

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS, ELECTION OF DIRECTOR; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

On June 13, 2025, Aware and Ajay K. Amlani, Aware's President and Chief Executive Officer, entered into an Amendment to Employment Agreement (the "Amendment"). Pursuant to the Amendment, Mr. Amlani and Aware agreed that Mr. Amlani's base salary for the period from January 1, 2026 through December 31, 2027 will be paid 25% in cash and 75% in restricted stock units of the Company. Accordingly, on March 13, 2025, Aware granted Mr. Amlani an award of restricted stock units with a grant date fair value of $600,000 and representing the right to receive 354,600 shares of common stock of Aware. Such restricted stock units will vest in twenty-four equal monthly installments on the 16th day of each month with the first vesting to occur on January 16, 2026 and with the final vesting to occur on December 16, 2027.

A copy of the Amendment is attached as Exhibit 10.1 to this Report. The foregoing summary of the Amendment is qualified in its entirety by reference to the Amendment.