Management Change/Compensation (Form 8-K)

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

On September 30, 2026, Nocopi Technologies, Inc. (the "Company") entered into a letter agreement (the "Letter Agreement") with Mr. Terry Stovold, the Company's Chief Operating Officer, pursuant to which Mr. Stovold resigned as Chief Operating Officer, effective October 1, 2026 (the "Retirement Date"). Following the Retirement Date, Mr. Stovold will remain employed by the Company as a non-executive employee in a limited transitional capacity through July 1, 2029 (the "Transition Period"). During the Transition Period, Mr. Stovold will receive $8,000 per month, continue to participate in the Company's medical and dental benefit plans, be eligible for reimbursement of certain business expenses and assist with the transition of his duties and responsibilities.

Upon completion of the Transition Period, Mr. Stovold will be entitled to a lump-sum payment of $90,000, subject to applicable withholding and his execution and non-revocation of a general release of claims. If his employment terminates before July 1, 2029 for any reason other than for Cause (as defined in the Letter Agreement), he will remain entitled to receive the $90,000 payment, subject to the release condition. If his employment terminates for Cause, his compensation and benefits will cease and he will not be entitled to the lump-sum payment.

The Letter Agreement also extends the duration of Mr. Stovold's existing post-employment non-competition and non-solicitation obligations through July 1, 2031 or, if earlier, the termination of his employment, and provides for customary continuing confidentiality, cooperation and mutual non-disparagement obligations. Except as expressly modified by the Letter Agreement, Mr. Stovold's employment agreement dated April 1, 2011 remains in effect. The Board of Directors of the Company expects to fill the vacancy created by Mr. Stovold's resignation but has not formally appointed a successor to the position as of the date hereof.

The foregoing description of the Letter Agreement does not purport to be complete and is qualified in its entirety by reference to the Letter Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.