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Item 9A. Controls and Procedures

2024-02-08 compared with 2023-02-10 · 44 added, 32 removed, 134 unchanged (36% of the section changed)

15 unchanged sentences

Other Information

During the three months ended December 31, 2023, no director or officer of the Company adopted or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408(a) of Regulations S-K.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Directors, Executive Officers and Corporate Governance

The information called for by Item 10 (other than with respect to executive officers) will be set forth in our definitive proxy statement relating to our 2023 Annual Meeting of Stockholders (the "Proxy Statement”) to be filed within 120 days of the Company’s fiscal year end of December 31, 2022 and is incorporated herein by reference.

The information called for by this Item will be set forth in our definitive proxy statement relating to our 2024 Annual Meeting of Stockholders (the "Proxy Statement”) to be filed within 120 days of the Company’s fiscal year end of December 31, 2023 and is incorporated herein by reference.

Executive Compensation

23 unchanged sentences

10.1† The DHI Group, Inc.

2012 Omnibus Equity Award Plan, as amended and restated on March 11, 2020 (the “2012 Equity Plan”) (incorporated by reference from Exhibit 4.1 to the Company’s Registration Statement on Form S-8 (File No.333-182756) filed on October 9, 2020).

2012 Omnibus Equity Award Plan, as amended and restated on March 11, 2020 (the "2023 Equity Plan") (incorporated by reference from Exhibit 4.1 to the Company's Registration Statement on Form S-8 (File No.

333-182756) filed on October 9, 2020).

10.2† Form of Restricted Stock Award Agreement under the 2012 Equity Plan (incorporated by reference from Exhibit 10.3 to the Company's Registration Statement on Form S-8 (File No.

2 unchanged sentences

001-33584) filed on August 1, 2019).

10.4† The DHI Group, Inc.

2022 Omnibus Equity Award Plan (the "2022 Equity Plan") (incorporated by reference from Exhibit 4.1 to the Company's Registration Statement on Form S-8 (File No.

333-266144) filed on July 15, 2022).

10.4† DHI Group, Inc.

2022 Omnibus Equity Award Plan, as Amended and Restated (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K (File No.

001-33584), filed on April 28, 2023).

10.5† Form of Non-Employee Director Restricted Stock Award Agreement pursuant to the DHI Group, Inc.

2022 Omnibus Equity Award Plan, as Amended and Restated (incorporated by reference to Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2023 (File No.

001-33584), filed on August 2, 2023).

10.6† Form of Restricted Stock Award Agreement pursuant to the DHI Group, Inc.

2022 Omnibus Equity Award Plan, as Amended and Restated (incorporated by reference to Exhibit 10.4 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2023 (File No.

001-33584), filed on August 2, 2023).

10.7† Form of Performance-Based Restricted Stock Unit Award Agreement pursuant to the DHI Group, Inc.

2022 Omnibus Equity Award Plan, as Amended and Restated (incorporated by reference to Exhibit 10.5 to the Company's Quarterly R e port on Form 10-Q for the quarter ended June 30, 2023 (File No.

001-33584), filed on August 2, 2023) .

10.8† The Employee Stock Purchase Plan (the “ESPP”) (incorporated by reference from Exhibit 4.2 to the Company’s Registration Statement on Form S-8 (File No.

10 unchanged sentences

333-141876) filed on June 8, 2007).

10.9† Employment Agreement, dated as of January 31, 2000, and amended as of March 1, 2001, between Earthweb Inc.

and Brian Campbell (incorporated by reference from Exhibit 10.7 to Amendment No.

6 to the Company’s Registration Statement on Form S-1 (File No.

333-141876) filed on July 11, 2007).

10.10† Employment Agreement dated as of January 1, 2014 between Dice Inc.

and Pamela Bilash (incorporated by reference from Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2014 (File No.

001-33584) filed on April 30, 2014).

Third Amended and Restated Credit Agreement dated as of June 10, 2022, among DHI Group, Inc., Dice Inc.

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001-33584) filed on August 2, 2018).

10.13† Employment Agreement and Addendum to Employment Agreement dated as of September 25, 2018, between DHI Group, Inc.

and Michelle Marian.

10.14*† Employment Agreement and Addendum to Employment Agreement dated as of October 17, 2019, between DHI Group, Inc.

and Arie Kanofsky.

and Arie Kanofsky (incorporated by reference from Exhibit 10.14 to the Company's Annual Report on Form 10-K for the year ended December 31, 2022 (File No.

001-33584), filed on February 10, 2023).

10.15† Employment Agreement dated as of December 12, 2019 among DHI Group, Inc., Dice Inc.

2 unchanged sentences

10.16*† First Amendment, dated as of February 8, 2022, to Employment Agreement dated as of December 12, 2019 between Dice, Inc.

and Kevin Bostick (incorporated by reference from Exhibit 10.20 to the Company's Annual Report on Form 10-K (File No.

and Kevin Bostick (incorporated by reference from Exhibit 10.20 to the Company's Annual Report on Form 10-K for the year ended December 31, 2021 (File No.