Item 5.02. Departure of Directors or Certain Officers; Election of Directors;


           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers.

(e) Effective on January 26, 2022, each of the Chief Executive Officer, Chief Financial Officer and Chief Operating Officer (collectively, the "Executives") of GTY Technology Holdings Inc. (the "Company") entered into a waiver and consent (each, a "Waiver and Consent") with regard to his respective annual bonus for 2021.

Pursuant to the following amended and restated letter agreements with the Executives, each Executive is eligible to receive an annual cash bonus of up to 50% of his annual base salary ("Annual Bonus"):

· amended and restated letter agreement dated July 1, 2021 with TJ Parass, its


   Chief Executive Officer and President, which was assigned to Questica Software
   Inc., a subsidiary of the Company, on that same date;

· amended and restated letter agreement dated April 29, 2021with John Curran, the


   Chief Financial Officer of the Company; and

· amended and restated letter agreement dated April 15, 2021 with Dave Farrell,


   the Chief Operating Officer of the Company.

Each Executive entered into a Waiver and Consent pursuant to which such Executive waived his right to receive his Annual Bonus for 2021 in cash and consented to the payment of such bonus in cash, restricted stock units with a vesting period of no more than one year, or a combination of both. The specific amount of each Annual Bonus has not yet been determined.

The foregoing descriptions of the Waivers and Consents are not complete descriptions thereof and are qualified in their entirety by reference to the Waivers and Consents attached hereto as Exhibit 10.1, Exhibit 10.2 and Exhibit 10.3 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.






  (d) Exhibits




Exhibit No.   Description
  10.1          Waiver and Consent by TJ Parass dated January 26, 2022.
  10.2          Waiver and Consent by John Curran dated January 26, 2022.
  10.3          Waiver and Consent by David Farrell dated January 26, 2022.
104           Cover Page Interactive Data File (the cover page XBRL tags are embedded
              in the inline XBRL Document)

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