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





(e) (i) As previously disclosed, the Board of Directors (the "Board") of Flux
Power Holdings, Inc. (the "Company") previously approved an annual cash bonus
plan (the "Annual Cash Bonus Plan") which allows the Compensation Committee of
the Board (the "Compensation Committee") and/or the Board of the Company to set
the amount of bonus each fiscal year and the performance criteria. All of the
Company's executive officers are eligible to participate in the Annual Cash
Bonus Plan. For the Company's fiscal year 2022, the performance goals applicable
to a bonus are based on the Company achieving certain targets based on the
Company's annual revenue, gross margin, EBITDAS (earnings before interest
expense (excluding interest income), taxes, depreciation, amortization and stock
compensation expense in accordance with U.S. GAAP), new strategic customers,
demonstrated direct cost reduction and working capital and inventory turnover
(the "Financial Targets") and additional bonus amounts if the Company's
financial results exceeds certain thresholds of the Financial Targets.



On October 29, 2021, the Compensation Committee approved target cash bonuses
under the Annual Cash Bonus Plan for fiscal year 2022 to the following executive
officers, which target bonus was calculated based on percentage of the
executive's current base salary:



                                                                                   Target Cash
                                     Current Base                                     Bonus            Maximum
Name                  Position          Salary          Percentage of Salary         ("TCB")          Payout(1)
                  Chief Executive
Ronald F. Dutt    Officer            $     275,000

50 % $ 137,500 $ 165,000


                  Chief Financial
Charles Scheiwe   Officer            $     205,200

35 % $ 71,820 $ 86,184


                  Chief Operating
Jonathan Berry    Officer            $     205,200                         35 %   $      71,820     $      86,184

(1) There are no bonus caps for achieving above set revenue target and gross

margin target. If actual results exceed 100% of revenue target and/or gross

margin target, every 1% of revenue target and/or gross margin target would

result in an increase in bonus equal to 0.2% of the TCB for such executive


      officers.




The foregoing summary of the Annual Cash Bonus Plan is subject to, and qualified
in its entirety to the terms set forth in the Annual Cash Bonus Plan filed as
Exhibit 10.1 and is incorporated herein by reference to this Current Report

on
Form 8-K.




(ii) On October 29, 2021, the Compensation Committee approved the grant of
Restricted Stock Units ("RSUs") under the Company's 2014 Equity Incentive Plan
(the "2014 Plan") to certain employees of the Company or its subsidiary, Flux
Power, Inc. The RSUs are subject to the terms and conditions provided in (i) the
form of Restricted Stock Unit Award Agreement which is time based ("Time Based
Awards"), and (ii) the form of Performance Restricted Stock Unit Award Agreement
which is performance based ("Performance Based Awards").

The following executive officers of the Company were granted RSUs under the 2014 Plan in the amounts and according to the vesting schedule indicated below:





Time Based Awards:



Name                  Position        No. of RSUs                 Vesting Schedule
                  Chief Executive                      Vest annually over 3 years with the
Ronald F. Dutt    Officer                   12,061     first vest date on

October 27, 2022


                  Chief Financial                      Vest annually over 3 years with the
Charles Scheiwe   Officer                    6,300     first vest date on

October 27, 2022


                  Chief Operating                      Vest annually over 3 years with the
Jonathan Berry    Officer                    6,300     first vest date on October 27, 2022




Performance Based Awards:



                                       No. of RSUs
Name                  Position        Maximum Grant                 Vesting Schedule
                  Chief Executive                        Three years from grant upon meeting
Ronald F. Dutt    Officer                     18,092     performance

target*


                  Chief Financial                        Three years from grant upon meeting
Charles Scheiwe   Officer                      9,450     performance target *
                  Chief Operating                        Three years from grant upon meeting
Jonathan Berry    Officer                      9,450     performance target *




* The performance target for the RSU will be based on EBITDAS (earnings before
interest expense (excluding interest income), taxes, depreciation, amortization
and stock compensation expense in accordance with U.S. GAAP) for the second half
of the Company's Fiscal Year ending June 30, 2022.



The foregoing summary of the RSUs is subject to, and qualified in its entirety
to the terms set forth in the Form of Restricted Stock Unit Award Agreement and
the Form of the Performance Restricted Stock Unit Award Agreement, which are
attached hereto as Exhibits 10.2 and 10.3 and incorporated herein by reference
to this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.





(d) Exhibits.



Exhibit Number   Description
10.1               Annual Cash Bonus Plan. Incorporated by reference to Exhibit 10.4
                 on Form 8-K filed with the SEC on November 9, 2020.
10.2               Form of Restricted Stock Unit Award Agreement. Incorporated by
                 reference to Exhibit 10.2 on Form 8-K filed with the SEC on
                 November 9, 2020.
10.3               FY2022 Form of Performance Restricted Stock Unit Award
                 Agreement

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