OSS 8-K: One Stop Systems structures VP of Sales exit with dual July 31 agreements
In focus for OSS: One Stop Systems, Inc. disclosed a sales leadership transition in an 8-K filed August 5, 2026, reporting the July 31 retirement of Robert Kalebaugh from his position as VP of Sales. Two agreements…
Key takeaways
- One Stop Systems disclosed in an 8-K filed August 5, 2026 that VP of Sales Robert Kalebaugh retired effective July 31, 2026.
- Two agreements signed July 31, 2026 govern the exit: an amended and restated employment agreement and a consulting agreement, filed as Exhibits 10.1 and 10.2 under Item 1.01.
- Kalebaugh will continue as a part-time independent contractor providing high-level strategic counsel from July 31, 2026 through July 31, 2027, renewing automatically for successive one-year periods.
- His consulting compensation is fully contingent, consisting only of discretionary performance-based equity awards under the 2017 Equity Incentive Plan, with no fixed retainer or guaranteed amount.
- Unvested restricted stock awards continue vesting on their original schedules as long as Kalebaugh remains active through each vesting date.
In focus for OSS: One Stop Systems, Inc. disclosed a sales leadership transition in an 8-K filed August 5, 2026, reporting the July 31 retirement of Robert Kalebaugh from his position as VP of Sales. Two agreements executed the same day govern the departure and frame his continued involvement as a part-time contractor providing strategic counsel. Both documents qualify as material definitive agreements under Item 1.01 of the Securities Exchange Act of 1934, with full text filed as Exhibits 10.1 and 10.2.
The terms of the exit
One Stop Systems, the Escondido, California-based company listed on the Nasdaq Capital Market under OSS, entered an amended and restated employment agreement with Kalebaugh that addressed three retirement-related items: eligibility for a prorated annual bonus under the company's Variable Compensation Plan, the treatment of his outstanding equity awards, and the structure of a post-retirement consulting arrangement. Material compensation and benefits terms outside those modifications remained substantially unchanged, per the filing.
Kalebaugh formally notified the company of his retirement effective July 31, 2026, the same day both agreements were signed.
Consulting arrangement: scope and pay
Under the consulting agreement, Kalebaugh will provide high-level strategic counsel and other consulting services to One Stop Systems on a part-time basis as an independent contractor. The term runs from July 31, 2026 through July 31, 2027, renewing automatically for successive one-year periods unless ended earlier. The company may terminate with 30 days of prior written notice. Either party may exit immediately for a breach not cured within 10 business days.
Compensation is fully contingent. Kalebaugh becomes eligible for discretionary, performance-based equity awards under the One Stop Systems, Inc. 2017 Equity Incentive Plan, with the CEO determining whether strategic goals were met and the board or Compensation Committee retaining final approval. No fixed retainer and no guaranteed award amount appear in the filing.
Unvested restricted stock awards already held by Kalebaugh continue to vest on their original schedules, provided he remains active through each applicable vesting date.
What to watch
Chief Financial Officer Daniel Gabel signed the 8-K on August 5, 2026. The consulting agreement's first renewal decision falls on July 31, 2027, when One Stop Systems and Kalebaugh each face a defined exit window.