One Stop Systems, Inc. filed a Form 8-K with the SEC on August 5, 2026, disclosing the July 31, 2026 retirement of Robert Kalebaugh as VP of Sales and the simultaneous execution of an amended and restated employment agreement and a consulting agreement with him.

Key Highlights

  • Retirement effective July 31, 2026: Robert Kalebaugh notified One Stop Systems of his retirement from his position as VP of Sales, effective July 31, 2026.
  • Amended employment agreement: The company entered into an amended and restated employment agreement with Kalebaugh on July 31, 2026, covering prorated annual bonus eligibility and treatment of outstanding equity awards upon retirement.
  • Consulting term through July 31, 2027: A consulting agreement, effective July 31, 2026, has an initial term of one year and will renew for successive one-year terms unless earlier terminated.
  • Compensation via equity: Under the consulting agreement, Kalebaugh will provide services in exchange for the opportunity to receive discretionary performance-based equity awards under the One Stop Systems, Inc. 2017 Equity Incentive Plan, as amended.
  • Continued vesting: Kalebaugh's outstanding unvested restricted stock awards will continue to vest according to their terms, provided he continues to provide consulting services through each applicable vesting date.
  • Termination provisions: The company may terminate the consulting agreement at any time upon 30 days' prior written notice, and either party may terminate immediately for an uncured breach not remedied within 10 business days.

One Stop Systems Transitions VP of Sales to Consulting Role

According to the filing, One Stop Systems, Inc. (Nasdaq Capital Market: OSS) entered into two agreements with Robert Kalebaugh on July 31, 2026. The amended and restated employment agreement addresses Kalebaugh's eligibility to receive a prorated annual bonus under the company's Variable Compensation Plan upon retirement and establishes how his outstanding equity awards are treated. The filing states that, except as modified by the employment agreement, "the material terms of Mr. Kalebaugh's compensation and benefits remained substantially unchanged."

The consulting agreement, also dated July 31, 2026, designates Kalebaugh as an independent contractor who will provide part-time consulting services following his retirement. The filing describes his role as providing "high-level strategic counsel and other consulting services." In exchange, Kalebaugh is eligible to receive discretionary performance-based equity awards under the 2017 Equity Incentive Plan, as amended, with achievement of strategic success to be determined by the CEO in his reasonable discretion and subject to approval by the board of directors or Compensation Committee.

The filing further notes that Kalebaugh's outstanding unvested restricted stock awards will continue to vest according to their existing terms and the terms of the employment agreement, contingent on his continued provision of consulting services through each applicable vesting date. The consulting agreement renews automatically for successive one-year periods unless terminated. Copies of both agreements are attached to the filing as Exhibit 10.1 and Exhibit 10.2, respectively. The report was signed by Daniel Gabel, Chief Financial Officer, on August 5, 2026.

What Was Disclosed

One Stop Systems disclosed the retirement of VP of Sales Robert Kalebaugh effective July 31, 2026, along with an amended employment agreement and a one-year consulting agreement under which he will provide strategic services in exchange for potential equity awards.