STAF Staffing 360 Solutions Inc

On January 27, 2022, the board of directors approved, following the recommendation made on January 4, 2022, by the Compensation and Human Resources Committee of the board of directors of Staffing 360 Solutions, Inc. (the “Company”), the payment of an exceptional bonus equal to $500,000, less all applicable withholdings and deductions, to Brendan Flood, its Chief Executive Officer (the “Bonus”). The Bonus will be payable at Mr. Flood’s election in (i) a lump-sum cash payment; (ii) shares of common stock of the Company, provided the common stock’s fair market value (determined in accordance with the Company’s 2021 Omnibus Incentive Plan) at the time of such election is at least $1.00 per share; or (iii) in a combination of cash and common stock, subject to the restrictions described in (ii) above, with such Bonus to be paid to Mr. Flood as soon as administratively practicable in the 2022 calendar year; provided, however, that if due to the Company’s cash position, the Company is unable to pay the Bonus to Mr. Flood by December 31, 2022, then the Bonus shall be paid to Mr. Flood, effective as of December 31, 2022, in shares of common stock, determined based on the common stock’s fair market value on the last trading day of the 2022 calendar year and irrespective of the restrictions described in (ii) above, and provided further that, in the event the fair market value of the common stock as of the last trading day of the 2022 calendar year is less than $1.00 per share, then the number of shares of common stock issued to Mr. Flood as of December 31, 2022 may not exceed 500,000 shares of common stock.