Item 5.02. Departure of Directors or Certain Officers; Election of Directors;


           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers.



Abeona Therapeutics Inc. (the "Company"), previously announced that Steven H. Rouhandeh agreed to resign from his role as Executive Chairman. In connection with his resignation, on January 2, 2020, Mr. Rouhandeh entered into a letter agreement with the Company confirming his effective date of separation as an executive of the Company will be March 31, 2020 and, subject to the execution and compliance with a release of claims in favor of the Company and compliance with the customary post-separation non-competition, non-solicitation and non-disparagement covenants contained therein, he will be entitled to receive certain salary continuation and other severance benefits. Under the terms of the letter agreement, Mr. Rouhandeh will receive salary and bonus amounts owed to him through his separation date, a pro-rated portion of his salary and target bonus for 2020, a severance payment equal to one years' salary plus bonus paid over a one-year period after his separation date, health care reimbursement for a period of two years and accelerated vesting of options for a period of two years after he is no longer associated with the Company. A copy of the letter agreement will be filed as an exhibit to the Company's Form 10-K for the year ended December 31, 2019.

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