Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 5, 2022, AudioEye, Inc. (the "Company") entered into an Amended and
Restated Employment Agreement (the "Restated Employment Agreement") with David
Moradi, the Company's Chief Executive Officer. The Restated Employment Agreement
amends and restates Mr. Moradi's Employment Agreement with the Company, dated as
of August 20, 2020 (the "Prior Employment Agreement"). The Restated Employment
Agreement, other than providing for an additional equity award as described
further below, contains substantially similar terms as the Prior Employment
Agreement, which was described in, and filed as an exhibit to, the Company's
Current Report on Form 8-K/A filed on August 24, 2020 .
The Restated Employment Agreement provides that Mr. Moradi will receive a grant
of 400,000 restricted stock units ("RSUs"), subject to approval by the Company's
stockholders of an increase in the number of shares authorized for issuance
under the AudioEye, Inc. 2020 Equity Incentive Plan to accommodate the grant of
such RSUs. If so granted, the RSUs will vest as follows: 111,706 RSUs will vest
on each of January 20, 2023, January 20, 2024 and January 20, 2025, and the
remaining 64,882 RSUs will vest on August 20, 2025. Any unvested RSUs will
become fully vested if, on or prior to August 20, 2025, Mr. Moradi's employment
is terminated by the Company without cause or due to his death, or if there is a
change in control of the Company that involves a corporate transaction at any
time before the RSUs are fully vested.
The foregoing summary of the Restated Employment Agreement and grant of RSUs is
qualified in its entirety by reference to the full text of the Restated
Employment Agreement, a copy of which is filed herewith as Exhibit 10.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
Exhibit
Number Description
10.1 Amended and Restated Employment Agreement by and between AudioEye,
Inc. and David Moradi, dated April 5, 2022
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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