Item 1.01 Entry into Material Definitive Agreement

Approval of Amendment to 2021 Omnibus Stock Incentive Plan

On March 27, 2023, the board of directors of Intrusion Inc. (the "Company") approved an amendment (the "Amendment") to the 2021 Omnibus Incentive Plan (the "Plan"), which made the following material changes to the Plan (as amended by the Amendment, the "Amended Plan"): (1) permits the Compensation Committee to recognize the existence of special circumstances with the approval of the Board of Directors; and, (2) under such special circumstances, issue awards not otherwise subject to the attainment of a performance criteria to vest during a period less than one (1) year. As of May 16, 2023, a majority of the stockholders of the Company approved the Amended Plan.

The full text of the Amended Plan is attached to this Form 8-K as Exhibit 10.1 and is incorporated herein by reference. Please refer to Exhibit 10.1 for a more complete description of the terms of the Amendment.

Item 9.01 Financial Statements and Exhibits





(c)    Exhibits



Exhibit No. Description



10.1   Amended Omnibus Stock Incentive Plan of Intrusion, Inc.








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