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

Item 1.01. Entry into a Material Definitive Agreement.

On August 17, 2026, Nocera, Inc. (the "Company") entered into a Consulting Agreement (the "Consulting Agreement") with Chien-Hua Tseng (the "Contractor"), effective as of August 17, 2026. The Consulting Agreement has a two-year term through August 16, 2028, unless earlier terminated in accordance with its terms.

The Contractor will provide strategic advisory services to the Company relating to artificial intelligence (AI) module technology strategy, product roadmap, market positioning, and related corporate decisions, as reasonably requested by the Company from time to time, on an as-needed basis.

As consideration for the services, the Company issued the Contractor 50,000 shares of the Company's common stock on August 17, 2026, and 50,000 shares are issuable on August 17, 2027 only if the Contractor continues providing the services through that date. Each tranche is fully vested upon issuance and is issued without payment of an exercise price.

The Company may terminate the Consulting Agreement at any time upon five (5) working days' written notice, and the Contractor may terminate it at any time upon 30 days' prior written notice.

The foregoing description of the Consulting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Consulting Agreement, which is filed as Exhibit 10.2 to this Current Report on Form 8-K and incorporated herein by reference.

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

On August 17, 2026, the Company entered into an Employment Agreement (the "Employment Agreement") with Shun-Chih Chuang, effective as of August 17, 2026. Under the Employment Agreement, Mr. Chuang will serve as the Company's Chief Financial Officer for an initial two-year term.

Mr. Chuang will devote his full business time, attention, and energies to the Company and will receive an annual salary of $84,000, payable in equal monthly installments. During the Term, the Company will issue and deliver to Mr. Chuang 100,000 shares of the Company's common stock annually. The first 100,000 shares were issued and delivered immediately upon execution of the Employment Agreement, and the second 100,000 shares will be issued and delivered immediately upon commencement of the second year of the Term. The shares are unregistered and subject to customary transfer restrictions.

The Employment Agreement contains confidentiality, non-solicitation, non-disparagement, work-product, and invention-assignment covenants. Either party may terminate the Employment Agreement without cause upon 30 days' written notice, with Mr. Chuang continuing to perform his duties and the Company continuing to pay his compensation during the notice period. The Company may also terminate immediately upon specified events, including a felony, material malfeasance or negligence not cured within 30 days after written notice, failure or refusal to comply with Company policies or the Employment Agreement not cured within 10 days after written notice, prolonged absence, gross neglect or willful insubordination, or death. The Company may terminate for illness or incapacity if Mr. Chuang is unable to perform his duties for an aggregate of 60 days during any 180-day period.

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