Amendment to Option Agreements, dated April 16, 2024, by and between the Company and Denis Garagic

Exhibit 10.13

PALLADYNE AI CORP.

AMENDMENT TO OPTION AGREEMENTS

This AMENDMENT TO OPTION AGREEMENTS (the “Amendment”) is made and entered into by and between Palladyne AI Corp. (the “Company”) and Denis Garagic (the “Participant”) as of April 16, 2024.

WHEREAS, the Participant has been granted the following stock options (the “Options”) to acquire shares of the Company’s common stock (“Shares”). The Options were granted to Participant under the Company’s 2021 Equity Incentive Plan, as amended (the “2021 Plan”), or under the Sarcos Corp. 2015 Equity Incentive Plan (the “2015 Plan”), which was assumed by the Company in connection with its acquisition of Sarcos Corp. on September 24, 2021, in each case pursuant to a stock option agreement between the Company and the Participant (each, an “Option Agreement”):

WHEREAS, Company and the Participant desire to amend the Option Agreements as set forth below;

NOW, THEREFORE, the Option Agreement for each Qualified Option (as defined below) is hereby amended effective as of 5:00 p.m. Eastern Time on April 17, 2024 (such time, the “Amendment Effective Time” and such date, the “Amendment Effective Date”), subject to Participant remaining a Qualified Participant (as defined below) as of the Amendment Effective Time, as follows:

For purposes of this Amendment, an Option shall be a “Qualified Option” if and only if the Option (i) remains outstanding and unexercised at the Amendment Effective Time; (ii) has an exercise per Share immediately prior to Amendment Effective Time that is greater than the closing price per Share on the Nasdaq Global Market for the Amendment Effective Date (the “New Price”); and (iii) is set forth in the table attached hereto as Exhibit A (subject to any conditions therein).

For purposes of this Amendment, Participant shall be a “Qualified Participant” if and only if Participant remains a “Service Provider” of the Company, or of a “Parent” or “Subsidiary” of the Company within the meaning of the 2021 Plan, through the Amendment Effective Time.

For purposes of this Amendment, “Quarterly Vesting Date” means March 29, May 20, August 20 and November 20 of each year.

IN WITNESS WHEREOF, this Amendment has been entered into as of the date first set forth above.

PALLADYNE AI CORP. PARTICIPANT

By: /s/ Benjaming G. Wolff /s/ Denis Garagic
Name: Benjamin G. Wolff Denis Garagic
Title: Chief Executive Officer

EXHIBIT A

QUALIFIED OPTIONS