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

On December 14, 2022, Methode Electronics, Inc. ("Methode") amended the Change in Control Agreements with Mr. Duda, Chief Executive Officer, Mr. Tsoumas, Chief Financial Officer, Mr. Khoury, Chief Operating Officer, and Ms. Barry, Chief Administrative Officer (the "Amendments"). The Amendments modify the method used to calculate the payout in the event the executive is terminated without good cause or voluntarily terminates his or her employment for good reason within two years of a change in control or during a period pending a change in control. In such event, the amount payable to each executive includes a lump sum equal to a multiple (three times for Mr. Duda and two times for the other executives) ?of the executive's target annual bonus amount for the fiscal year in which the termination occurs. If the target annual bonus amount has not been determined as of the termination date, the calculation will be based on the executive's target annual bonus amount for the previous fiscal year.

Prior to these Amendments, the calculation was based on the lesser of: (a) the executive's target bonus amount for the fiscal year in which the termination occurs, or (b) the actual bonus the executive earned in the prior fiscal year. The Amendments did not modify any other provisions of the Change in Control Agreements.

The Amendments were approved by Methode's Compensation Committee in connection with its annual review of the executive Change in Control Agreements. In reviewing the Amendments, our Compensation Committee considered advice from its independent compensation consultant regarding market practices and peer comparisons.

The Form of Amendment to Change in Control Agreement for Mr. Duda is attached as Exhibit 10.1 to this Current Report on Form 8-K and the Form of Amendment to Change in Control Agreement for Messrs. Tsoumas and Khoury and Ms. Barry is attached as Exhibit 10.2 to this Current Report on Form 8-K.

The foregoing description of the Amendments is not intended to be complete and is qualified in its entirety by reference to the complete text of the Amendments, which are filed as Exhibit 10.1 and 10.2 to this Current Report on Form 8-K and are incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.



d)
Exhibits:

Exhibit
Number                                    Description
10.1        Form of Amendment to Change in Control Agreement (CEO).
10.2        Form of Amendment to Change in Control Agreement (NEOs Other Than CEO).
104       Cover Page Interactive Data File (embedded within the Inline XBRL document)

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