GBS GBS Inc

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

(e) On September 9, 2022, GBS Inc., through its subsidiary Glucose Biosensor Systems (Greater China) Pty Ltd (the “Company”), entered into separate employment agreements with each of Spiro Sakiris, Chief Financial Officer of the Company (the “Sakiris Employment Agreement”), and Harry Simeonidis, President Asia Pacific, Sales and Marketing of the Company (the “Simeonidis Employment Agreement” and, together with the Sakiris Employment Agreement, the “Employment Agreements”). The Sakiris Employment Agreement amends and supersedes the employment agreement between the Company and Mr. Sakiris, dated as of April 30, 2019. The Simeonidis Employment Agreement amends and supersedes the employment agreement between the Company and Mr. Simeonidis, dated as of June 17, 2019.

In accordance with their respective employment agreements, each of Mr. Sakiris and Mr. Simeonidis receives an annual salary of $248,004, and $282,449, respectively.

In addition, each of Mr. Sakiris and Mr. Simeonidis is eligible to receive an annual bonus of up to 20% of his respective gross base salary, of which 50% will be based on meeting Company objectives, and the remainder will be based on meeting mutually agreed employee objectives or as otherwise determined by the Company. The Company also makes certain contributions that are mandatory in Australia to a retirement fund for each of Mr. Sakiris and Mr. Simeonidis, known in Australia as a superannuation fund, currently at the rate of 10.5% subject to contribution cap of $18,944 per annum. The Company also provides an annual automobile allowance to Mr. Sakiris of $13,778 and an annual car allowance to Mr. Simeonidis of $16,534.

Each Employment Agreement provides that the respective executive’s employment is terminable on six months’ notice either by the Company or by the executive upon six months’ notice. However, the Company may terminate either executive without notice if he engages in serious or willful misconduct, is seriously negligent in the performance of his duties, commits a serious or persistent breach of his Employment Agreement, brings the Company into disrepute or is convicted of a criminal offense.

Each Employment Agreement contains provisions protecting the Company’s confidential information and intellectual property. Each Employment Agreement also contains provisions restricting each executive’s ability to compete with the Company during his employment and for a period of up to six months thereafter in a specified geographic region. The non-compete provisions will generally impose restrictions on inducing the Company’s employees to leave the Company’s employment or soliciting clients of the Company. Pursuant to each Employment Agreement, each executive must devote all of his time, attention and skill to the performance of his duties, and neither executive may engage in any other business outside the Company without the Company’s prior written consent.

The foregoing description of the Employment Agreements is not complete and is qualified in its entirety by reference to the full text of the Employment Agreements, which are attached to this report as Exhibits 10.1 and 10.2, respectively, and are incorporated herein by reference.