PATRIOT SCIENTIFIC CORPORATION (NASDAQ:PTSC) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Item 5.02

On December 30, 2016, Patriot Scientific Corporation (the
Company) entered into an Amended and Restated Employment
Agreement (the Restated Agreement) with Mr. Clifford Flowers,
Chief Financial Officer and interim Chief Executive Officer of
the Company, which amended and restated the Employment Agreement
dated September 17, 2007 between the Company and Mr. Flowers (the
Agreement).

The Restated Agreement modifies the Agreement to provide that, if
Mr. Flowers is terminated without cause or resigns with good
reason, he is entitled to receive an amount equal to 1.25 times
his annual base salary. Mr. Flowers will also be entitled to
certain payments upon a change of control of the Company if the
surviving corporation does not retain him for the 24 month period
following such change of control. All such payments are
conditional upon the execution of a general release. The
Agreement was also modified to reflect that Mr. Flowers annual
base salary was increased in 2011.

The description of the Restated Agreement herein is only a
summary and is qualified in its entirety by the full text of such
document, which is filed as an exhibit hereto and is incorporated
by reference herein.

(d)Exhibits. The following materials are filed as exhibits to
this current report on Form 8-K:

Exhibit Number