Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) (i) On June 30, 2021, the Compensation Committee (the "Committee") of the
Board of Directors (the "Board") of Flux Power Holdings, Inc., a Nevada
corporation (the "Company") amended the performance goals for the 2021 plan year
(from July 1, 2020 through June 30, 2021) (the "2021 Plan Year"), under the
Annual Cash Bonus Plan, which was previously approved by the Committee on
November 5, 2020. The performance goals for the 2021 Plan Year was amended to
eliminate "operating expense" as one of the performance target. The performance
goals, as amended, are based on the Company achieving certain performance
targets measured by annual revenue, gross margin and new business development.
The Committee made the equitable adjustment to the performance goals to better
align the goals of the Company's executives and employees with the goals of the
Company during a very challenging 2021 Plan Year.
(ii) On June 30, 2021, the Committee approved an addendum to the Performance
Restricted Stock Unit Award under the 2014 Equity Incentive Plan approved by the
Committee on November 5, 2020 to provide clarification for the calculation of
vesting with respect to a "negative" EBITDAS (earnings before interest expense
(excluding interest income), taxes, depreciation, amortization and stock
compensation expense in accordance with U.S. GAAP) performance criteria under
the Performance Restricted Stock Unit Award Agreement. The performance criteria
is based on Company's performance relative to the target performance goal, which
is measured by a certain EBITDAS goal determined by the Committee.
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FLUX POWER HOLDINGS, INC. 
