Item 5.02. Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 16, 2021, Innovative
Payment Solutions, Inc. (the “Company”) and William Corbett (“Mr. Corbett”) entered into an Executive
Employment Agreement that replaced and superseded the previous executive employment agreement (the “August 2021 Corbett Employment
Agreement”). The purpose of the August 2021 Corbett Employment Agreement was to provide a replacement grant for warrants previously
granted to Mr. Corbett under the terms of his previous employment agreement with the Company. Pursuant to the August 2021 Corbett Employment
Agreement, Mr. Corbett would continue to serve as the Company’s Chief Executive Officer on a full time basis effective as of the
date of the August 2021 Corbett Employment Agreement until the close of business on December 31, 2024. Mr. Corbett’s base salary
will be $30,000 per month, which shall be paid in accordance with the Company’s standard payroll practice for its executives, managers
and salaried employees. In addition, the August 2021 Corbett Employment Agreement provides that: (1) Mr. Corbett will be eligible for
a cash bonus as determined by the Board to the extent the Company achieves (or exceeds) annual revenue or other financial performance
objectives established by the Board, in its sole discretion, from time to time; (2) the Company will grant to Mr. Corbett options to purchase
20,000,000 shares of common stock of the Company at a per share exercise price of $.15 (Fifteen Cents) (the “Corbett Options”);
and (3) a car allowance for Mr. Corbett in the amount of $800 per month. Fifty percent (50%) of the shares subject to the Corbett Options
shall vest on the grant date and the other 50% of the shares subject to the Corbett Option shall vest at the rate of 1/36 per month over
a three-year period. The Corbett Options will be exercisable for a period of ten (10) years after the date of grant and the Company shall
provide for cashless exercise of the Option by Executive. The Corbett Options are being granted pursuant to the Company’s 2021 Stock
Incentive Plan.
If Mr. Corbett’s employment
with Company is terminated at any time during the term of the August 2021 Corbett Employment Agreement other than for Cause (as defined
in the Corbett Employment Agreement), or due to voluntary termination, retirement, death or disability, then Mr. Corbett shall be entitled
to severance equal to fifty percent (50%) of his annual base salary rate in effect as of the date of termination. If Mr. Corbett’s
employment with Company is terminated at any time during the term of the August 2021 Corbett Employment Agreement other than for Cause
(as defined in the August 2021 Corbett Employment Agreement), or due to voluntary termination, retirement, death or disability, within
12 months following an Acquisition (as defined in the August 2021 Corbett Employment Agreement), then Mr. Corbett shall be entitled to
severance equal to 100% of his annual base salary rate in effect as of the date of termination. Severance payments shall be subject to
execution and delivery of a general release in favor of the Company.
In addition, the Company
and Mr. Corbett entered into an Indemnification Agreement on August 16, 2021 (the “August 2021 Corbett Indemnification
Agreement”), pursuant to which the Company agreed to indemnify Mr. Corbett to indemnify Indemnitee to the fullest extent
permitted by or under the Nevada Corporation Law in respect of claims, including third-party claims and derivative claims and
provides for advancement of expenses. The August 2021 Corbett Indemnification Agreement amends the indemnification agreement in
effect prior to entering into the August 2021 Corbett Indemnification Agreement to provide that unless Company shall pay Mr.
Corbett’s attorneys' fees and costs, including the compensation and expenses of any arbitrator, unless the arbitrator or the
court determines that (a) Company has no liability in such dispute, or (b) the action or claims by Executive are frivolous in
nature. In any other case or matter, the Company and Mr. Corbett shall each bear its or his own attorney fees and costs.
The preceding description
of the August 2021 Corbett Employment Agreement and August 2021 Corbett Indemnification Agreement is a summary of its material terms,
does not purport to be complete, and is qualified in its entirety by reference to the August 2021 Corbett Employment Agreement and August
2021 Corbett Indemnification Agreement, copies of which are being filed as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K and
are incorporated herein by reference.
On July 27, 2021, Innovative
Payment Solutions, Inc. (the “Company”) entered into an Executive Employment Agreement with Richard Rosenblum (“Mr.
Rosenblum” and collectively the “Rosenblum Executive Employment Agreement”).
On August 16, 2021, the Company
entered into an amendment to the Rosenblum Executive Employment Agreement (the “First Amendment”) with Mr. Rosenblum.
Under the terms of the Executive Employment Agreement, the Company had agreed to grant to Mr. Rosenblum an option to purchase 10,000,000
(ten million) common shares of Company Stock at a per share exercise price equal to the fair market value of the Company's common stock,
as reflected in the closing price of the Company's common shares on the OTC exchange or, in the event the stock is uplisted, on the NASDAQ
exchange, on the date of grant (the “Option”).” The First Amendment provides that the Option will be granted
on August 31, 2021 at an exercise price of $0.15.
The preceding description
of the First Amendment is a summary of its material terms, does not purport to be complete, and is qualified in its entirety by reference
to the Amendment, a copy of which is being filed as Exhibit 10.3 to this Current Report on Form 8-K and is incorporated herein by reference.