Management Change/Compensation (Form 8-K)

(b) and (e)

On October 2, 2025, Precision Optics Corporation, Inc's ("POCI" or the "Company") and Mr. Mahesh Lawande mutually agreed to terminate his employment with the Company as of October 31, 2025 (the "Termination Date"). Effective October 1, 2025, Mr. Lawande transitioned to the roll of "Advisor to the President" for the period through his Termination Date. On October 2, 2025, the Company and Mr. Lawande's entered into a Modification Agreement (the "Modification") to his Employment Agreement dated March 30, 2023 by and between Mr. Lawande and the Company (the "Employment Agreement"), which Modification provides for the roll of "Advisor to the President" during the month of October 2025 and amends his severance period from six months to seven months following his Termination Date and waives any further right to additional notice under his Employment Agreement.

The foregoing description of the Modification does not purport to be a complete statement of the parties' rights and obligations and is qualified in its entirety by reference to the full text of the Modification, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.

(c) and (e)

As previously announced by the Company, effective as of October 1, 2025 (the "Start Date"), the Company appointed Mr. Joseph Traut, 54 years old, as the Company's Chief Operating Officer. Most recently, Mr. Traut was the VP of Operations for T2 Biosystems (2023-2025), VP of Technology Transfer at Lumira Dx (2021-2022) and VP of Manufacturing Solutions at Ximedica (now Veranex; 2017-2021), with additional positions prior to 2017 in manufacturing engineering, management and leadership. He has consulted to the Company since July 2025 on certain operational matters. Mr. Traut has a Master of Business Administration, Management of Technology from Bentley College, Waltham, MA and a Bachelor of Science, Mechanical Engineering Technology from Northeastern University, Boston, MA.

In connection with his appointment as Chief Operating Officer, Mr. Traut and the Company entered into an Employment Agreement dated September 29, 2025 (the "Employment Agreement") and a Non-Competition Agreement dated September 29, 2025 (the "Non-Competition Agreement"). Pursuant to his Employment Agreement, Mr. Traut will be compensated at an annual base salary of $275,000, will be eligible for an annual bonus up to 25% of his annual salary for the fiscal year, and will be entitled to participate in employee benefit plans offered by the Company. In connection with Mr. Traut joining the Company, the Compensation Committee and Board of the Company approved the grant of an inducement stock option to be granted on his Start Date, to purchase 60,000 shares of the Company's common stock (the "Option"). The Option was granted pursuant to the Nasdaq Rule 5635(c)(4) inducement grant exception as a component of the individual's employment compensation and was granted as an inducement material to his acceptance of employment with the Company. Mr. Traut's Option has an exercise price equal to the closing price of the Company's common stock as reported by the Nasdaq Capital Market on October 1, 2025. The Options have a ten-year term and vest in three equal annual installments, subject to Mr. Traut's continued service with the Company through the applicable vesting dates.

The foregoing description of the Employment Agreement and Non-Competition Agreement does not purport to be a complete statement of the parties' rights and obligations and is qualified in its entirety by reference to the full text of the Employment Agreement and Non-Competition Agreement, a copy of which is filed as Exhibit 10.2 and 10.3 to this Current Report on Form 8-K and incorporated by reference herein.