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Item 5.02
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Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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(b)
As of January 17, 2017, David L. Cohen,
Esq., Chief Intellectual Property Officer of FORM Holdings Corp. (the “Company”), is no longer deemed an executive
officer of the Company.
(e)
Amendment No. 2 to Employment Agreement with Clifford Weinstein
On January 20, 2017, the Company
entered into a second amendment to the employment agreement with Clifford Weinstein. The amendment provides that so long as
Mr. Weinstein is employed on the date of a change of control of FLI Charge he will be entitled to 5% of the amount equal to
the total amount of cash and the fair market value of all non-cash consideration paid or payable to the Company or its
stockholders in connection with the change of control of FLI Charge or in an Initial Public Offering, net of expenses, the
acquisition cost to the Company and any additional capital contributions made prior to the change of control.
The foregoing descriptions of the employment
agreement and employment agreement amendment are only summaries, do not purport to be complete and are qualified by reference in
their entirety to the employment agreements and the employment agreement amendment which will be subsequently filed with the SEC.
Executive Employment Agreements with Andrew D. Perlman, Anastasia
Nyrkovskaya and Edward Jankowski
On January 20, 2017, the
Company entered into an employment agreement with Edward Jankowski, the Company’s Senior Vice President and Chief
Executive Officer of the Company’s wholly owned subsidiary XpresSpa Holdings, LLC (“XpresSpa”). The
Company also entered into agreements with Andrew D. Perlman, the Company’s Chief Executive Officer and Anastasia
Nyrkovskaya, the Company’s Chief Financial Officer on January 18, 2017. The employment agreements of Mr. Perlman and Ms.
Nyrkovskaya supersede their current employment agreements that were set to expire on December 31, 2017. The agreements are on
substantially similar terms other than base salary and an incentive award to be paid to Mr. Jankowski upon certain
events.
Under the terms of their respective employment
agreements Mr. Perlman will be entitled to receive a base salary of $450,000 effective January 1, 2017, Ms. Nyrkovskaya will be
entitled to receive a base salary of $375,000 effective January 1, 2017 and Mr. Jankowski will be entitled to receive a base salary
of $375,000 from January 1, 2017.
Under the terms of his, Mr. Jankowski
will be entitled to receive on the first to occur of a public offering or change of control of XpresSpa provided he is then
employed by XpresSpa, in the event of a public offering stock options to purchase common stock of XpresSpa equal to 2% of
XpresSpa’s outstanding shares of common stock after the issuance of shares
in the
Initial Public Offering or
, upon a change of control, 2% of the amount equal to the total amount of cash and the fair
market value of all non-cash consideration paid or payable to the Company or its stockholders in connection with the change
of control net of expenses, the acquisition cost to the Company and any additional capital contributions made prior to the
change of control. The employment agreement also contains a non-competition provision for a period of one year following
termination of employment.
Each employment agreement is for a term
of three years provided that the employment agreement shall extend in two month increments for up to one (1) year thereafter for
each month that the negotiations are not concluded prior to sixth months before the end of the term.
Each employment agreement provides that
the executive will be eligible to participate in any annual bonus and other incentive compensation program that the Company may
adopt from time to time for its executive officers and if the executive has earned any bonus or non-equity based incentive compensation
which remains unpaid upon termination of employment for any reason whether by executive or the Company other than for cause then
the executive shall be entitled to receive a pro- rata portion of such incentive compensation at the time it is paid.
In addition, unless an executive is terminated
for cause, all applicable equity awards held by the executive as of the date of termination of employment that would have vested
in the one-year period immediately following such termination will vest during the following year, provided that the executive
makes himself reasonably available and cooperates with reasonable requests from the Company involving facts or events relating
to the Company that the executive may have knowledge of.
In the event the employment agreement is
terminated for good reason by the executive, or by the Company without cause and the executive provides the Company with a release
of claims, the executive shall be entitled to receive a cash severance payment in the amount of one times his or her then current
base salary and one year of COBRA continuation coverage.