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

Adoption of Amended and Restated Executive Severance Plan

On December 30, 2022, the Board of Directors of HF Foods Group Inc. (the "Company"), adopted and approved the Amended and Restated HF Foods Group Inc. Severance Plan (the "Severance Plan"), effective December 30, 2022, which is an amendment and restatement of the plan previously approved by the Company's Board of Directors on August 2, 2021. The Severance Plan is for employees of the Company at the level of Vice President or above, including the Company's executive officers. Generally, the Severance Plan provides for severance payments to certain executives and employees eligible to participate on a termination of employment without "cause" (as defined) or by the individual for "good reason" as defined, with different severance payments depending on the title of the individual and whether or not the termination occurred during the period beginning 6 months before through 12 months after a "change in control" (as defined in the Severance Plan).

For the Chief Executive Officer and Key Executives other than the Chief Executive Officer, the Severance Plan increases the amount of severance payable in the six months prior to or the 12 months after a Change in Control (as defined in the Severance Plan) from the base salary multiplied by two to the base salary multiplied by three. The Change in Control severance will be paid in 36 equal monthly installments. The Severance Plan defines "Key Executives" as the Chief Financial Officer, Chief Operating Officer, General Counsel, Chief Compliance Officer, each individual classified as Executive Vice President by the Company and each other executive officer of the Company designated a Key Executive by a committee comprised of the Chief Executive Officer, Chief Financial Officer and Chief Operating Officer.

The policy that previously applied to Vice Presidents under the Severance Plan as amended now is stated to also apply to Senior Vice Presidents.

The Company amended the definition of "Cause" and added a 15-day cure period for certain triggers of Cause, as more fully set forth in the Severance Plan.

The Severance Plan was amended to provide that if any eligible employee would receive payments that would be treated as "parachute payments" under Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"), the eligible employee will receive the "greater of" the full amount (subject to the excise tax) or the amount which would result in no portion of the payment being subject to the excise tax under Section 4999 of the Code.

The Severance Plan was also amended to prohibit (i) the amendment of the Severance Plan that causes an individual or group of individuals to cease to be eligible, unless communicated to the affected individual(s) in writing at least six months prior to the effective date, and (ii) the amendment or termination of the Severance Plan within 12 months following a change in control, to the extent such amendment would reduce the benefits under the Severance Plan, impair an employee's eligibility, or impose additional requirements on an employee's right to receive benefits, unless the individual consents in writing. The above description is a summary of the terms of the amendments to the Severance Plan and is subject to and qualified in its entirety by the terms of the Severance Plan, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits



(d) Exhibits

Exhibit Number                                     Description of Exhibits
         10.1             HF Foods Group Inc. Amended and Restated Severance Plan
          104           Cover Page Interactive Data File (embedded within the Inline XBRL document)

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