Item 5.02. Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e)
Executive Officer Employment Agreements
Effective February 15, 2019, Eyenovia, Inc.
(the “Company”) entered into an executive employment agreement (each, an “Employment Agreement” and collectively,
the “Employment Agreements”) with Tsontcho Ianchulev, its Chief Executive Officer and Chief Medical Officer, John Gandolfo,
its Chief Financial Officer, Jennifer Clasby, its Vice President, Clinical Operations, Luke Clauson, its Vice President, Research
and Development and Manufacturing, and Michael Rowe, its Vice President, Marketing (each, an “Executive”).
Under the terms of each Employment Agreement,
the Company must pay Dr. Ianchulev, Messrs. Gandolfo, Clauson and Rowe, and Ms. Clasby base salaries at rates of not less than
$450,000, $366,000, $307,000, $275,000, and $279,000 per year, respectively. Each Executive is eligible to receive an annual cash
bonus, based upon the achievement of pre-established annual individual and Company objectives determined by the Company’s
board of directors or its compensation committee. Additionally, each Executive is eligible to receive equity award grants pursuant
to the terms and conditions of the Company’s 2018 Omnibus Stock Incentive Plan, or such other type of plan as in effect at
such time, subject to the terms of an equity agreement as approved by the board of directors or compensation committee.
Each of the Employment Agreements provides
that if the Executive’s employment is terminated by the Company without “Cause” or the Executive suffers an Involuntarily
Termination (each as defined in the Employment Agreements), provided that the Executive has signed a full release of all claims,
the Executive will be entitled to receive: (i) severance pay equal to three months of his or her then-current base salary, and
(ii) a reimbursement for health insurance benefits under COBRA for the Executive and his or her spouse and dependents for a period
of three months or until the Executive becomes eligible for comparable insurance benefits from another employer, whichever is earlier.
Each of the Employment Agreements also provides
that if within 12 months following any Corporate Transaction (as defined in the Employment Agreements) of the Company, if the Executive’s
employment is terminated by the Company without Cause or the Executive suffers an Involuntary Termination, provided that the Executive
has signed a full release of all claims, the Executive will be entitled to receive, in lieu of what is described in the above paragraph:
(i) severance pay equal to 12 months of his or her then-current base salary, and (ii) a reimbursement for health insurance benefits
under COBRA for the Executive and his or her spouse and dependents for a period of 12 months or until the Executive becomes eligible
for comparable insurance benefits from another employer, whichever is earlier.
The foregoing summary of the material terms
of the Employment Agreements is qualified in its entirety by the full and complete terms of the Employment Agreements
with each of Dr. Ianchulev, Messrs. Gandolfo, Clauson and Rowe, and Ms. Clasby, copies of which are attached hereto as Exhibits
10.16, 10.17, 10.18, 10.19, and 10.20, respectively.
Executive Officer Nondisclosure Agreements
In connection with, and as part of each
Executive Agreement as an exhibit thereto, the Company entered into a nondisclosure, assignment of inventions and noncompetition
agreement (the “Nondisclosure Agreement”) with each of the Executives. The Nondisclosure Agreement provides for certain
non-competition and non-solicitation of customers, employee restrictions during each Executive’s employment and for a period
of 3 months (following any termination without Cause or Involuntary Termination) and 12 months (following any termination without
Cause or Involuntary Termination following a Corporate Transaction), in addition to other customary terms, including provisions
covering non-disclosure obligations and assignment of inventions covenants.
The foregoing summary of the material terms
of the Nondisclosure Agreement is qualified in its entirety by the full and complete terms of the Nondisclosure Agreement, a form
of which is attached hereto as Exhibit 10.21.
Dr. Ianchulev Option Vesting
On February 13, 2019, the board of directors
of the Company approved the acceleration and immediate vesting of 124,210 non-qualified stock options originally granted to Dr.
Ianchulev on July 24, 2018 in connection with his employment.