Employment offer letter dated January 5, 2023 between Precision Optics Corporation, Inc. and E. Kevin Dahill

Position: This offer is for the position of Interim Chief Financial Officer (“Interim CFO”). Your responsibilities will be those typically associated with an Interim CFO position with the understanding, however, that only on and after February 15, 2023, will your responsibilities include those of the principal financial officer and principal accounting officer of POC for purposes of applicable Securities and Exchange Commission regulations and Nasdaq requirements. It is mutually understood that your employment will run at least through May 15, 2023.

As Interim CFO, you will perform duties and responsibilities that are commensurate with such position and such other duties that may be assigned to you from time to time. You will report to Joseph Forkey, POC’s Chief Executive Officer, and to the Board of Directors of the Company. The position of Interim CFO will be a part-time, exempt position. You will be expected to work from time-to-time on-site in our Gardner, MA office.

You will be expected to devote sufficient time and effort to the performance of your duties and responsibilities for POC, and to abide by all POC policies and procedures.

At-Will Employment: Your employment with POC will be at-will, meaning you or POC may terminate the employment relationship at any time, for any reason, with or without notice. Should POC decide to terminate your employment without cause prior to May 15, 2023, POC will issue severance payments in the amount of, and in lieu of, your usual salary to be paid from your termination date through and including May 15, 2023. The at-will nature of your employment may only be changed by an express written agreement signed by you and POC’s Chief Executive Officer.

Compensation: In consideration of your services, you will be paid a salary at a rate of $2,500 per week. Payroll will be paid every other week on our customary payroll dates. Payments will reflect all applicable deductions including payroll taxes and will be payable in accordance with the regular payroll practices of Precision Optics Corporation.

In addition, upon approval of the Board of Directors, you will be provided a one-time option award of a non-statutory stock option to purchase 4,000 shares of Common Stock, with the exercise price equal to closing price on the date of grant, vesting upon commencement of employment.