Item 1.01 - Amendment of a Material Definitive Agreement.

Effective November 29, 2022, Applied Energetics, Inc. and Dr. Gregory J. Quarles amended Dr. Quarles's Executive Employment Agreement. The amendment provides for an extended term of three years, commencing on the date thereof, and increases Dr. Quarles's base compensation by $50,000 per year commencing November 1, 2022, increasing his base salary to $400,000 per year.

Acknowledging that Dr. Quarles's options to purchase 2,000,000 shares of the company's common stock, pursuant to a prior option agreement, have expired unexercised, the amendment also provides for the grant to Dr. Quarles of Restricted Stock Units covering shares in the amount of 1,954,545. The RSUs are pursuant to a separate RSU agreement and are set to vest upon the occurrence of (a) the company receiving cumulative revenues in the amount of $5 million as a direct result of customer leads generated for the Company by Quarles and set forth in an exhibit to his agreement; and (b) the company's completion of an offering of its common stock in the future, with proceeds specified therein and sufficient to cover any tax withholding requirement from a net exercise.





Item 9.01 Exhibits

4.1 Restricted Stock Unit Agreement, dated as of November 29, 2022, by and


      between the company and Gregory J. Quarles.
10.1    Third Amendment to Executive Employment Agreement, dated as of November

29, 2022, by and between the company and Gregory J. Quarles. 104 Cover Page Interactive Data File (embedded within the Inline XBRL


      document)




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