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


          Appointment of Certain Officers; Compensatory Arrangements of Certain
          Officers.

On January 1, 2022, Cyngn Inc., a Delaware corporation (the "Company"), and the Company's Chief Executive Officer, Lior Tal, entered into an employment agreement (the "Agreement"), which Agreement superseded and replaced the offer letter entered into by and between the Company and Mr. Tal on April 17, 2016.

Pursuant to the Agreement, as compensation for his services as Chief Executive Officer of the Company, Mr. Tal will receive: (1) a salary of $500,000 per annum (the "Base Salary") and commensurate benefits; (2) eligibility, subject to Mr. Tal's continued employment with the Company, to earn an annual performance based bonus in the target of 60% of his Base Salary; (3) eligibility, also subject to Mr. Tal's continued employment with the Company, to participate in the Company's 2013 Equity Incentive Plan, the Company 2021 Incentive Plan, or any successor plan, subject to the terms of such plan; and (4) entitlement, also subject to Mr. Tal's continued employment with the Company, to reimbursement for all reasonable and necessary out-of-pocket business, entertainment, and travel expenses incurred by Mr. Tal in connection with the performance of Mr. Tal's duties as the Company's Chief Executive Officer and the Company's expense reimbursement policies and procedures.

The Agreement also provides for severance to Mr. Tal pursuant to the terms described therein and the extension of the post termination exercise period of stock options held by Mr. Tal upon the termination of his employment, upon the terms and conditions outlined in the Agreement.

The foregoing is intended to be a summary of the terms of the Agreement and is subject to and qualified in its entirety by the text of the Agreement, a copy of which is attached hereto as Exhibit 10.1.





ITEM 9.01 Exhibits




Exhibit
No.        Description
10.1         Employment Agreement by and between Cyngn Inc. and Lior Tal dated as
           of January 1, 2022
104        Cover Page Interactive Data File (embedded within the Inline XBRL
           document)

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