Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On March 2, 2020, Mark Malone resigned as President of Mikros Systems
Corporation (the "Company"). Concurrent with his resignation, Walter T. (Chuck)
Bristow, the Chief Operating Officer of the Company, was appointed to serve as
the President of the Company. Mr. Bristow will continue to serve as the Chief
Operating Officer of the Company
Walter T. (Chuck) Bristow, 62 has served as Chief Operating Officer of the
Company since July 2017. Mr. Bristow was Vice President of Operations from
February 2015 to July 2017, with responsibility for operations in the Fort
Washington, Pennsylvania and Largo, Florida facilities. Mr. Bristow was Vice
President of Engineering from August 2007 until February 2015 and served as our
Director of Engineering from October 2003 to October 2007. Prior to Mikros, Mr.
Bristow served as the Director of Network Engineering for Clariti
Telecommunications International, and a hardware engineer with Magnavox/General
Atronics Corporation, a manufacturer of military communications equipment.
In connection with his appointment, Mr. Bristow's base salary was increased to
$200,000.
In connection with his resignation, we entered into a consulting agreement with
Mr. Malone to provide financial advisory, strategic planning and corporate
governance consulting services to the Board of Directors. The consulting
agreement has an initial term ending on May 31, 2020, provides for a fee of
$20,000 per month plus a potential discretionary performance bonus, may be
extended for additional one (1) month terms upon mutual agreement of the parties
with the monthly fee adjusted to reflect any reduction in the volume of
services, and provides for all restrictions and vesting provisions applicable to
the 60,000 shares of restricted stock previously awarded to Mr. Malone to lapse
and accelerate in full on May 31, 2020, provided that the consulting agreement
has not been earlier terminated.
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MIKROS SYSTEMS CORPORATION 
