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

Executive Employment Agreements

On February 28, 2022, Cyclo Therapeutics, Inc. (the "Company"), entered into written Employments Agreements (the "Employment Agreements") with N. Scott Fine, the Company's Chief Executive Officer; Michael Lisjak, the Company's Chief Regulatory Officer; Joshua Fine, the Company's Chief Financial Officer; and Jeffrey Tate, the Company's Chief Operating & Quality Officer (together, the "Executives"). The Employment Agreements include the following material terms:



  ? The Executives will be paid initial base salaries of $540,750 for Mr. Scott
    Fine, $342,990 for Mr. Lisjak, $335,780 for Mr. Josh Fine and $309,000 for Mr.
    Tate, representing a 3% increase in the base salaries of the Executives in
    effect prior to the execution of the Employment Agreements.



  ? Each Executive is eligible to receive an annual raise in his base salary
    targeted at 3%, in addition to any additional increase approved by the
    Company.



  ? Each Employment Agreement is for a two year term, subject to automatic renewal
    for successive one-year periods unless either party provides notice of
    non-renewal prior to the then end of the term.



  ? Each Executive is entitled to an annual cash bonus targeted at a percentage of
    his base salary as set forth below:



Officer        Percentage of Base Salary
N. Scott Fine             50%
Michael Lisjak            35%
Joshua Fine               40%
Jeffrey Tate              35%



  ? Each Executive was awarded an option to purchase a number of shares of the
    Company's common stock upon execution of the Employment Agreement, and is
    entitled to be awarded annually an option to purchase a number of shares of
    common stock of the Company targeted at a percentage of the Company's
    outstanding shares of common stock on the date of grant, in each case, as set
    forth below:



Officer           Initial Option Grant       Annual Option Grant
N. Scott Fine                    74,907                      0.89 %
Michael Lisjak                   31,141                      0.37 %
Joshua Fine                      31,141                      0.37 %
Jeffrey Tate                     31,141                      0.37 %



  ? In the event of the termination of the Executive's employment by the Company
    other than for Cause (as defined in the Employment Agreements), the Executive
    will be entitled to continued payment of base salary for one year; and if such
    termination occurs within 12 months following a "Change of Control," all
    unvested stock options of the terminated Executive shall immediately vest in
    full.



  ? Upon the termination Mr. Scott Fine's employment by the Company other than for
    Cause absent a Change of Control, all unvested stock options that would have
    vested within 12 months following such termination will immediately vest.



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  ? Each Executive is subject to confidentiality, non-compete, non-solicitation
    and work-for-hire provisions.


The foregoing is a summary of the terms of the Employment Agreements, does not purport to be complete, and is subject to and qualified in its entirety by reference to the text of such agreements, which have been filed as exhibits to this Current Report on Form 8-K.

Resignation

On March 1, 2022, Dr. Sharon H. Hrynkow, the Company's Chief Scientific Officer, submitted her resignation to the Company, effective March 31, 2022. Following her resignation, Dr. Hrynkow will remain affiliated with the Company as Co-Chairwoman of its Scientific Advisory Board.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

10.1 Employment Agreement between the Company and N. Scott Fine, dated as of

February 28, 2022.

10.2 Employment Agreement between the Company and Michael Lisjak, dated as of

February 28, 2022.

10.3 Employment Agreement between the Company and Joshua Fine, dated as of

February 28, 2022.

10.4 Employment Agreement between the Company and Jeffrey Tate, dated as of

February 28, 2022.

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

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