Item 5.02. Departure of Directors or Certain Officers; Election of Directors;


           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers.

On May 10, 2023 (the "Effective Date"), Jeff Gardner and CalAmp Corp. (the "Company") entered into a Separation Agreement (the "Separation Agreement") providing for Mr. Gardner's separation from the Company. In accordance with the Separation Agreement, Mr. Gardner will remain employed as the Company's President and Chief Executive Officer through the earlier of October 30, 2023 and such date as is determined by the Company's Board of Directors (the "Separation Date"). Mr. Gardner's separation was mutually agreed between the Company and himself, and his separation is not the result of any disagreement with the Company on any matter relating to the Company's operations, policies, or practices. The Company has commenced a search for its next CEO and will be retaining an executive search firm.

Under the Separation Agreement, Mr. Gardner will continue to receive his existing salary during the period commencing on May 10, 2023 and ending on the Separation Date. Unvested equity awards granted under the Company's stock incentive plans during and after 2021 that vest based on the passage of time will continue to vest until October 30, 2023, and unvested equity awards granted under the Company's stock incentive plans prior to 2021 will continue to vest for a period of 12 months following the later of October 30, 2023 and the Separation Date. The unvested Company performance-based restricted stock units held by Mr. Gardner as of the Separation Date will be forfeited without consideration. Additionally, pursuant to the terms of the Separation Agreement, subject to Mr. Gardner's execution and non-revocation of a general release of claims, continued service through the Separation Date (except in specified circumstances) and continued compliance with certain covenants set forth in the Separation Agreement and his employment agreement with the Company, the Company has agreed to provide Mr. Gardner with the without cause termination severance payments and benefits provided under his employment agreement with the Company.

The foregoing description of the Separation Agreement is qualified in its entirety by reference to the Separation Agreement, which is filed hereto as Exhibit 10.1, and is incorporated herein by reference. A copy of the Company's related press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.




(d)  Exhibits

Exhibit     Description

10.1          Separation Agreement, dated May 10, 2023, by and between CalAmp
            Corp. and Jeff Gardner

99.1          Press Release, dated May 10, 2023

104         Cover Page Interactive Data File (embedded within the Inline XBRL
            document)

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