Healthcare Integrated Technologies Inc

The following table summarizes all compensation recorded by us in the past two years for:

Summary Compensation Table (in dollars)

Director Compensation

Director compensation is determined on a case by case basis.

On September 8, 2022, G. Shayne Bench was appointed to our board of directors for a term of one (1) year. As compensation for Mr. Bench’s service, he received a one (1) year restricted stock award of 846,093 shares of the Company’s common stock. The restricted stock award shall vest ratably, on a monthly basis, at the end of each month of completed service, and any vested shares shall be issued quarterly in conjunction with the ending of the Company’s normal quarterly reporting periods. Mr. Bench’s appointment to our Board of Directors was reaffirmed on September 8, 2023 and September 8, 2024.

On May 1, 2024, Ryan E. Holland was appointed to our board of directors for a term of three (3) years and shall continue until canceled by the Company with 30 days written notice. As compensation for Mr. Hollands’s service, he received a three (3) year restricted stock award of 1,500,000 shares of the Company’s common stock. The restricted stock award shall vest ratably over a three (3) year period on the first, second and third anniversary of his appointment to the board of directors.

On August 23, 2024, Micheal J. Burt was appointed to our board of directors for a term of three (3) years and shall continue until canceled by the Company. Either party has the right to cancel the remaining term of the appointment on each yearly anniversary date by providing written notice to the other party at least 30 days prior to the anniversary date the cancelation is to become effective. As compensation for Mr. Burt’s service, he received a three (3) year restricted stock award of 2,000,000 shares of the Company’s common stock. The restricted stock award shall vest 1,000,000 shares on August 25, 2024, 333,334 shares on August 25, 2025, 333,333 shares on August 25, 2026 and 333,333 shares on August 25, 2027.

We do not currently pay any cash fees to our directors, nor do we pay director’s expenses to attend board meetings.

Executive Compensation Agreements

Scott M. Boruff, CEO

On January 31, 2024, we entered into a Non-Employee Chief Executive Officer Engagement Agreement (the “Contract CEO Agreement”) with Platinum Equity Advisors, LLC (“Platinum”) to provide the services of Scott M. Boruff as Chief Executive Officer and Chairman of the Board of Directors of the Company for a term of three (3) years. Effective as of August 1, 2023, the Company shall pay Platinum an annual base fee of $102,000. The initial base fee is intended to compensate Platinum for a time commitment of up to 1/3 of the CEO’s time, attention, skill and best efforts to the Company. At the discretion of the Board of Directors, the base fee may be increased to a maximum annual amount of $306,000 to better reflect the value of any future increases in the CEO’s time commitment to the Company. In addition to the base fee, Platinum is entitled to a discretionary bonus fee, equity awards and other benefits as may be awarded by our Board of Directors. During the term of the Contract CEO Agreement, Mr. Boruff is entitled to participate in any employee benefit plans, programs or arrangements of the Company in effect during the engagement period which are generally available to other senior executives of the Company.

If the Contract CEO Agreement is terminated by us without cause or by Platinum for good reason, we are obligated to pay Platinum severance equal to three (3) months base fee and any other earned but unpaid compensation. In addition, if at any time during the term of the Contract CEO Agreement Platinum is terminated by us without cause within two years after a Change in Control of our company, or in the 90 days prior the Change in Control at the request of the acquiror, we are obligated to pay Platinum an amount equal to 2.99 times the annual base fee. “Change in Control” is defined in the Contract CEO Agreement to mean the acquisition by any person of beneficial ownership of our securities representing greater than 50% of the combined voting power of our then outstanding voting securities.

Dustin M. Hillis, CSO

Effective June 15, 2024, we entered into a Non-Employee Chief Strategy Officer Engagement Agreement (the “Contract CSO Agreement”) with Dustin M. Hillis to provide the services of Chief Strategy Officer for a term of three (3) years. Under the terms of the Contract CSO Agreement, the Company shall pay Mr. Hillis an annual base fee of $100,000. In addition to the base fee, Mr. Hillis is entitled to a discretionary bonus fee, equity incentive awards and other benefits as may be awarded by our Board of Directors. Upon collection from the customer, the Contract CSO Agreement provides for a new business sales commission equal to 15% of the gross amount of any new software licensing fees and/or support and maintenance fees earned by the Company on sales occurring after the effective date, and shall also be entitles to an 8% recurring business sales commission on any recurring software support and maintenance fees collected by the Company. Upon execution of the Contract CSO Agreement, Mr. Hillis received a stock grant of 1,000,000 shares of the Company’s common stock.

If the Contract CSO Agreement is terminated by us without cause, or by Mr. Hillis for good reason, we are obligated to pay Mr. Hillis a severance equal to one (1) month base fee, any earned and unpaid new sales business commissions, and any recurring business sales commissions with respect to customers of the Company as of the termination date and applicable to all products and services sold or provided to such customers on or before the one year anniversary of the termination date. If Mr. Hillis terminates the Contract CSO Agreement without good reason, he shall receive any unpaid portion of the base fee earned through the termination date and any new business sales commissions earned through the termination date. If the Company terminates the Contract CSO Agreement for cause, Mr. Hillis shall receive any unpaid portion or the base fee earned through the termination date.

Kenneth M. Greenwood, CTO

On January 31, 2024, in connection with the appointment of Kenneth M. Greenwood as Chief Technology Officer of the Company, the Company and Mr. Greenwood entered into an employment agreement (the “Greenwood Employment Agreement”) with an initial term of three (3) years. Effective as of August 1, 2023, the Company shall pay Mr. Greenwood a base salary at the rate of $102,000 per annum. The initial base salary is intended to compensate Mr. Greenwood for a devotion of up to forty percent (40%) of his time, attention, skill and best efforts to the Company. At the discretion of the Chief Executive Officer, the base salary may be increased to a maximum annual amount of $255,000 to better reflect the value of any future increases in Mr. Greenwood’s time commitment to the Company. Mr. Greenwood is also entitled to paid vacation and sick leave, and participation in any employee benefit plans or programs we may offer. In addition, Mr. Greenwood is eligible for equity awards and other benefits as approved by the Board of Directors. The initial term of the Employment Agreement will automatically be renewed for an additional one-year term unless either party provides notice of non-renewal.

The Employment Agreement terminates upon the death or disability of Mr. Greenwood, and may be terminated by us for cause, or by Mr. Greenwood for any reason. If the Employment Agreement is terminated by us for cause, upon his death or disability, at non-renewal or by Mr. Greenwood, he is only entitled to receive base salary accrued but not paid through the date of termination, and in the case of termination due to death or disability, a pro rata payment of the annual incentive earned for the year of termination. If the Employment Agreement is terminated by us without cause or by Mr. Greenwood for good reason, we are obligated to pay him severance equal to one year’s base salary and any unpaid incentive compensation. In addition, if at any time during the term of the Employment Agreement Mr. Greenwood’s employment is terminated by us without cause within two years after a Change in Control of our company, or in the 90 days prior the Change in Control at the request of the acquiror, we are obligated to pay him an amount equal to 2.99 times his annualized compensation. “Change in Control” is defined in the Employment Agreement to mean the acquisition by any person of beneficial ownership of our securities representing greater than 50% of the combined voting power of our then outstanding voting securities. The Employment Agreement contains customary invention assignment, non-compete and non-solicitation provisions.

Susan A. Reyes, M.D., CMO

On January 31, 2024, in connection with the appointment of Susan A. Reyes, MD as Chief Medical Officer of the Company, the Company and Dr. Reyes entered into an employment agreement (the “Reyes Employment Agreement”) with an initial term of three (3) years. Effective as of August 1, 2023, the Company shall pay Dr. Reyes a base salary at the rate of $24,000 per annum. The initial base salary is intended to compensate Dr. Reyes for a fractional devotion of her time, attention, skill and best efforts to the Company. At the discretion of the Chief Executive Officer, the base salary may be increased to a maximum annual amount of $92,000 to better reflect the value of any future increases in Dr. Reyes’ time commitment to the Company. Dr. Reyes is also entitled to paid vacation and sick leave, and participation in any employee benefit plans or programs we may offer. In addition, Dr. Reyes is eligible for equity awards and other benefits as approved by the Board of Directors. The initial term of the Employment Agreement will automatically be renewed for an additional one-year term unless either party provides notice of non-renewal.

The Employment Agreement terminates upon the death or disability of Dr. Reyes, and may be terminated by us for cause, or by Dr. Reyes for any reason. If the Employment Agreement is terminated by us for cause, upon her death or disability, at non-renewal or by Dr. Reyes, she is only entitled to receive base salary accrued but not paid through the date of termination, and in the case of termination due to death or disability, a pro rata payment of the annual incentive earned for the year of termination. If the Employment Agreement is terminated by us without cause or by Dr. Reyes for good reason, we are obligated to pay her severance equal to one year’s base salary and any unpaid incentive compensation. In addition, if at any time during the term of the Employment Agreement Dr. Reyes’ employment is terminated by us without cause within two years after a Change in Control of our company, or in the 90 days prior the Change in Control at the request of the acquiror, we are obligated to pay her an amount equal to 2.99 times her annualized compensation. “Change in Control” is defined in the Employment Agreement to mean the acquisition by any person of beneficial ownership of our securities representing greater than 50% of the combined voting power of our then outstanding voting securities. The Employment Agreement contains customary invention assignment, non-compete and non-solicitation provisions.