One Stop Systems (NASDAQ: OSS) VP of Sales retires, shifts to advisory role
Rhea-AI Filing Summary
One Stop Systems, Inc. entered into an amended and restated employment agreement with VP of Sales Robert Kalebaugh in connection with his retirement effective July 31, 2026. The agreement confirms his eligibility for a prorated annual bonus under the Variable Compensation Plan, sets the treatment of his outstanding equity awards at retirement, and allows a qualifying retirement to include continued service as a consultant.
On the same date, the company and Mr. Kalebaugh signed a consulting agreement under which he becomes an independent contractor providing part-time strategic counsel from July 31, 2026 through July 31, 2027, automatically renewing annually. Either party may terminate on 30 days’ written notice, or immediately for uncured breach after 10 business days. He may receive discretionary performance-based equity awards under the 2017 Equity Incentive Plan, and his existing unvested restricted stock awards continue to vest while he provides consulting services.
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8-K Event Classification
3 items: 1.01, 5.02, 9.01
3 items
Item 1.01
Entry into a Material Definitive Agreement
Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Retirement and consulting start date: July 31, 2026
Initial consulting term end date: July 31, 2027
Termination notice period: 30 days
+1 more
4 metrics
Retirement and consulting start date
July 31, 2026
Date Mr. Kalebaugh retires as VP of Sales and begins consulting role
Initial consulting term end date
July 31, 2027
End of initial one-year term of the consulting agreement
Termination notice period
30 days
Written notice required for OSS to terminate the consulting agreement
Breach cure period
10 business days
Time allowed to cure a breach before immediate termination right arises
Key Terms
amended and restated employment agreement, independent contractor, performance-based equity awards, 2017 Equity Incentive Plan, +1 more
5 terms
amended and restated employment agreement financial
"entered into an amended and restated employment agreement with Robert Kalebaugh"
independent contractor financial
"will serve as an independent contractor providing part-time consulting services"
performance-based equity awards financial
"in exchange for the opportunity to receive discretionary performance-based equity awards"
2017 Equity Incentive Plan financial
"under the One Stop Systems, Inc. 2017 Equity Incentive Plan, as amended"
restricted stock awards financial
"outstanding unvested restricted stock awards granted under the Plan will continue to vest"
Restricted stock awards are company shares given to employees or executives that cannot be sold or transferred until certain conditions — like staying with the company for a set time or meeting performance targets — are met, like a gift that is locked in a safe until rules are satisfied. Investors care because these awards tie management’s pay to company performance, can increase the number of shares outstanding when they become tradable (dilution), and may signal expected future selling pressure or commitment to long-term growth.
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What did One Stop Systems (OSS) disclose about its VP of Sales?
One Stop Systems disclosed that VP of Sales Robert Kalebaugh retired effective July 31, 2026 and entered into an amended and restated employment agreement plus a new consulting agreement to continue providing part-time strategic services.
When is Robert Kalebaugh’s retirement from OSS effective and how long is his consulting term?
His retirement as VP of Sales is effective July 31, 2026. Under the consulting agreement, he serves as an independent contractor from July 31, 2026 through July 31, 2027, with automatic one-year renewals unless earlier terminated.
How can the consulting agreement with OSS (OSS) be terminated?
The consulting agreement allows OSS to terminate at any time with 30 days’ prior written notice. OSS or Mr. Kalebaugh may also terminate immediately for breach that is not cured within 10 business days after notice.
How are Robert Kalebaugh’s equity awards treated under the OSS consulting arrangement?
Under the consulting agreement, unvested restricted stock awards granted under the 2017 Equity Incentive Plan will continue to vest according to their existing terms, provided he continues to offer consulting services through each applicable vesting date.
Which agreements with Robert Kalebaugh did OSS file as exhibits in this 8-K?
OSS filed the Amended and Restated Employment Agreement dated July 31, 2026 as Exhibit 10.1 and the Consulting Agreement dated July 31, 2026 as Exhibit 10.2, along with the cover page Inline XBRL file as Exhibit 104.