Zone Frontier Inc. (ZONE): President Travis Buchanan terminated without cause

Events in this filing

Item 5.02 as filed

Item 5.02 Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As previously disclosed, on October 7, 2026, Zone
Frontier Inc. f/k/a CleanCore Solutions, Inc. (the “Company”) completed the sale (the “Closing”) of substantially
all of the assets of its legacy aqueous ozone cleaning products business (the “Cleaning Products Business”) to Sanzonate Holdings
LLC (the “Buyer”) pursuant to an Asset Purchase Agreement, dated October 7, 2026. In connection with the sale of the Cleaning
Products Business, effective October 23, 2026 (the “Separation Date”), the employment of Travis Buchanan, the Company’s
President, and Gary Hollst, the Company’s Chief Revenue Officer, terminated without cause, and each of Messrs. Buchanan and Hollst
resigned from all officer, director, committee and other positions held with the Company and its subsidiaries and affiliates.
The Company eliminated both roles, each of which related solely to the Cleaning Products Business and neither of which had responsibility
for the Company’s data center development business. Neither departure was the result of any disagreement with the Company on any
matter relating to its operations, policies or practices.
Buchanan Severance Agreement . On October
23, 2026, the Company and Mr. Buchanan entered into a Severance and Release Agreement (the “Buchanan Agreement”). Under the
Buchanan Agreement, and subject to Mr. Buchanan’s execution and non-revocation of the agreement and continued compliance with its
terms, the Company will pay Mr. Buchanan a lump sum cash severance payment of $150,000, less applicable taxes and withholdings, payable
on October 23, 2026 or, if later, within five business days after the agreement becomes effective. The severance payment, together with
a payment of $2,519 for accrued but unused paid time off, is in full satisfaction of all severance and other amounts payable to Mr. Buchanan
under his Executive Employment Agreement, dated December 20, 2024 (the “Buchanan Employment Agreement”), other than earned
but unpaid base salary at his annual rate of $165,000 through the Separation Date. Mr. Buchanan’s right to receive and retain the
severance payment is conditioned on his not being employed by, or providing services to, the Buyer, its affiliates or related parties,
or any successor to the Cleaning Products Business during the 12-month period following the Closing; if he does so, the unpaid severance
is forfeited and he must repay any severance previously paid. Receipt or ownership of an equity interest in the Buyer that is not conditioned
on the provision of services does not trigger forfeiture. The Buchanan Agreement also provides that, for six years following the Separation
Date, the Company will maintain Mr. Buchanan as an insured under its directors’ and officers’ liability insurance on terms
no less favorable than those applicable to its other former officers and directors, and requires Mr. Buchanan to provide transition cooperation
for six months, not to exceed five hours per week, compensated at an hourly rate based on his base salary.
Hollst Severance Agreement . On October
23, 2026, the Company and Mr. Hollst entered into a Severance and Release Agreement (the “Hollst Agreement” and, together
with the Buchanan Agreement, the “Severance Agreements”). Under the Hollst Agreement, and subject to Mr. Hollst’s execution
and non-revocation of the agreement, the Company will pay Mr. Hollst a lump sum cash severance payment of $125,000, equal to 12 months
of his base salary, less applicable taxes and withholdings, payable on October 23, 2026 or, if later, within five business days after
the agreement becomes effective. The lump sum is paid in lieu of the monthly installments otherwise provided under Section 5(b)(ii) of
his Employment Agreement, dated January 1, 2025 (the “Hollst Employment Agreement”), and fully satisfies the Company’s
severance obligations thereunder. Mr. Hollst will also receive accrued obligations, including earned but unpaid base salary through the
Separation Date and approximately $7,634 for accrued but unused paid time off. Mr. Hollst is free to be employed by or provide services
to any person, including the Buyer and its affiliates, without affecting his severance. The severance payment is subject to forfeiture
and repayment only upon a material breach by Mr. Hollst of his confidentiality, non-disparagement or return-of-property covenants, as
determined by a final, non-appealable judgment. Mr. Hollst has agreed to provide transition cooperation for 12 months, with compensation
at $250 per hour for cooperation time in excess of five hours in any calendar month. Mr. Hollst’s release does not extend to claims
under certain agreements between Mr. Hollst and Clayton Adams, a director of the Company, the Buyer or their affiliates, including a Side
Letter dated January 21, 2026 and a related make-whole note, or under a Share Surrender Agreement dated December 31, 2025 to which the
Company is a party; the Hollst Agreement provides that, other than the Share Surrender Agreement, neither the Company nor its subsidiaries
is a party to or has any obligation under those agreements.
1
Common Terms . Each Severance Agreement
contains a general release of claims by the executive in favor of the Company and related parties and a release of certain claims by the
Company in favor of the executive, in each case subject to customary exceptions. Each Severance Agreement terminates the executive’s
employment agreement as of the Separation Date, including the non-competition and non-solicitation covenants thereunder, while the executive’s
confidentiality obligations survive. Each Severance Agreement also contains customary non-disparagement, return of property, clawback
and insider trading policy provisions, and provides the executive with a 21-day review period and a seven-day revocation period following
execution, as required for a release of claims under the Age Discrimination in Employment Act of 1967.
The foregoing descriptions of the Severance Agreements
do not purport to be complete and are qualified in their entirety by reference to the full text of the Buchanan Agreement and the Hollst
Agreement, copies of which are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report and incorporated herein by reference.