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


           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers.

On March 11, 2021, AudioEye, Inc. (the "Company") granted to David Moradi, the Company's Interim Chief Executive Officer and Chief Strategy Officer, 100,000 performance stock units (the "PSUs") under the Company's 2020 Equity Incentive Plan (the "Plan"). Each PSU represents a contingent right to receive a share of the Company's common stock upon vesting of the PSU. The PSUs will vest based on the Company's achievement of performance goals relating to its monthly recurring revenue and stock price as follows:





                                                           Number of PSUs Vesting if
Performance Goal                                           Performance Goal Achieved
Monthly recurring revenue greater than or equal to $6.0             50,000

million for two consecutive calendar months



Volume Weight Average Price ("VWAP") of the Company's               50,000

common stock greater than $100 on the Nasdaq Stock Market LLC over 20 consecutive trading days

Any PSUs that have not vested on or prior to March 11, 2026 will be forfeited. Mr. Moradi must be serving as the Company's Interim Chief Executive Officer or its Chief Strategy Officer as of the date the applicable performance condition is achieved for the related PSUs to vest. Any unvested PSUs will become fully vested if, on or prior to March 11, 2026, Mr. Moradi's employment is terminated by the Company without cause.

The foregoing summary of the grant of PSUs is qualified in its entirety by reference to the full text of the PSU 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 Performance Stock Unit Agreement, dated March 11, 2021, between


               the Company and David Moradi

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