Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Keller Employment Agreement Amendment

On September 29, 2020, AYRO, Inc. (the "Company") entered into an amendment (the "Amendment") to the Amended and Restated Executive Employment Agreement, dated as of May 28, 2020, by and between Rodney C. Keller, Jr. and the Company (the "Agreement"). Mr. Keller is the Company's President, Chief Executive Officer and a member of the board of directors of the Company (the "Board"). The Amendment (i) changes the form of certain equity awards from restricted stock units to shares of restricted common stock of the Company, (ii) modifies certain vesting conditions that apply to the restricted stock award as described in the Agreement and (iii) reduces the number of shares of restricted stock to be granted to Mr. Keller by the number of stock options to be granted to him by the Company contemporaneously with the Amendment (the "Keller Award").

The foregoing description of the Amendment does not purport to be complete and is qualified entirely by reference to the full text of the Amendment, which is attached hereto as Exhibit 10.1 and is incorporated by reference herein.

Approval of Annual Director Compensation

On September 29, 2020, the Board ratified and affirmed compensation and employment matters previously approved by the Board's Compensation Committee. The Board approved the following annual cash retainer fees for the members of the Board: (A) to each non-executive director, an annual cash retainer fee of $45,000; (B) to the chairman of the Board, an additional annual cash retainer fee of $80,000; (C) to the chair of each Board committee, additional cash compensation as follows: (x) $12,500 to the Audit Committee Chair, (y) $11,500 to the Compensation Committee Chair, and (z) $8,000 to the Nominating and Governance Committee Chair.

Approval of Director Equity Awards and Executive Stock Option Awards

On September 29, 2020 (the "Grant Date"), the Board ratified and affirmed executive stock option awards and director equity awards pursuant to the AYRO, Inc. Long-Term Incentive Plan previously approved by the Compensation Committee.

Mr. Keller was awarded the Keller Award, consisting of options to purchase 459,468 shares of our common stock, and 651,250 shares of restricted stock pursuant to the Amendment. Curt Smith, the Company's Chief Financial Officer, was awarded options to purchase 169,906 shares of our common stock. Richard Perley, the Company's Chief Marketing Officer, and Brian Groh, the Company's Chief of Business Development, were each awarded options to purchase 56,147 shares of our common stock. The options have an exercise price of $3.17 per share, which was the closing price of the Company's common stock on the Grant Date. For each of these option grants, one-third of the shares underlying the options will vest on the first anniversary of the Grant Date (the "Initial Vesting Date"), and the remaining optioned shares will vest in twenty-four substantially equal monthly installments on each of the next twenty-four monthly anniversaries of the Initial Vesting Date, provided that the optionholder has remained continuously employed by or has been providing services to the Company through the applicable vesting date.

The following Company directors were awarded restricted stock on the Grant Date, as shown in the following table:





     Director        Awarded Shares   Vesting Schedule
Josh Silverman           5,668         See (1) below
Josh Silverman          116,879        See (2) below
Mark Adams               42,612        See (2) below
George Devlin            42,612        See (2) below
Sebastian Giordano       4,723         See (1) below
Sebastian Giordano       73,050        See (2) below
Zvi Joseph               2,362         See (1) below
Zvi Joseph               73,050        See (2) below
Greg Schiffman           2,362         See (1) below
Greg Schiffman           73,050        See (2) below




  1) Fully vested on the Grant Date.
  2) Fully vested on December 31, 2020, provided that the director has
     continuously provided services to the Company through that date.

Item 9.01 Financial Statements and Exhibits.





(d) Exhibits



Exhibit No.   Description

10.1            First Amendment to Employment Agreement, by and between AYRO, Inc.
              and Rodney C. Keller, Jr., dated September 29, 2020

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