MOBILESMITH, INC. : Entry into a Material Definitive Agreement, Change in Directors or Principal Officers, Financial Statements and Exhibits (form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

On January 3, 2022, MobileSmith Inc. (the "Company") entered into an Executive Employment Agreement Christopher J. Caramanico (the "Employment Agreement") to assume the role of the Company's Chief Executive Officer with an initial effective date February 1, 2022. On January 6, 2022, the Company and Mr. Caramanico entered into an Amendment 1 to Executive Employment Agreement (the "Amendment") to amend the effective date of the Employment Agreement from February 1, 2022 to January 31, 2022 (the "Effective Date"). The Employment Agreement and the Amendment were unanimously approved by the Company's Board of Directors (the "Board"). On the Effective Date, the Board has also appointed Mr. Caramanico to the Board. On Effective Date, Jerry Lepore, Company's current Chief Executive Officer will relinquish his current responsibilities as the Company's Chief Executive Officer but will continue representing shareholders as a member of the Board.

Pursuant to the terms of the Employment Agreement, Mr. Caramanico will (i) receive a salary of $300,000 per year, (ii) receive an option to purchase up to 500,000 shares of the Company's common stock within thirty-one days after the Effective Date at an exercise price determined by the closing price of the Company's common stock on the Effective Date and (iii) be eligible for an annual bonus of up to 30% of his annual salary based on the Company achieving certain performance objectives and payable in a combination of cash and stock options.

The initial term of the Employment Agreement will expire on December 31, 2024 (the "Initial Term") unless otherwise terminated as described below. Pursuant to the Employment Agreement, if Mr. Caramanico's employment is terminated by Mr. Caramanico for good reason (as such term is defined in Employment Agreement), or by the Company without cause (as such term is defined in Employment Agreement) prior to end of the Initial Term, Mr. Caramanico will be entitled to receive, in addition to other unpaid amounts owed to him (e.g., for base salary, accrued personal time and business expenses), certain severance benefits for a period of twelve months after such separation as further described in the Employment Agreement.

If the Company terminates Mr. Caramanico's employment for cause (as defined in the Employment Agreement or employment terminates as a result of Mr. Caramanico's resignation, death or disability or if Mr. Caramanico resigns without good reason, Mr. Caramanico will only be entitled to unpaid amounts owed to him.

Mr. Caramanico, 56, is an experienced senior executive, whose focus is strategic oversight, growth, and business operations. Mr. Caramanico has spent over 20 years in the Healthcare Information Technology (HIT) space partnering with top companies like Cerner, IDX/GE and EPIC Systems.

Previously Mr. Caramanico lead Orthus Health as its Chief Executive Officer and President. Mr. Caramanico has served in senior leadership positions with Eclipsys/Allscripts and was responsible for new business sales and enterprise revenue cycle product development. Previously at McKesson, Mr. Caramanico led the Managed Services Group (MSG), including remote hosting, IT outsourcing, and technology sales. Mr. Caramanico began his HIT career in imaging and software consulting sales.

Mr. Caramanico received his BS degree in Business Administration, Marketing and Management from University of Rhode Island.

The foregoing summary of certain terms of the Employment Agreement and the Amendment do not purport to be complete and are subject to, and qualified in their entirety by, the full text of Employment Agreement and the Amendment, copies of which are attached hereto as Exhibits 10.1 and 10.2 and are hereby incorporated into this Current Report on Form 8-K by reference.

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

Compensatory Arrangements for Existing Officers and Director

All information set forth in Item 1.01 of this Current Report on Form 8-K is hereby incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibit



  10.1      Executive Employment Agreement dated January 3, 2022 between
          MobileSmith, Inc. and Christopher J. Caramanico (pursuant to Item 601
          of Regulation S-K certain information contained in this Exhibit 10.1
          was redacted as indicated therein).

  10.2      Amendment 1 to Executive Employment Agreement dated January 6, 2022
          between MobileSmith, Inc. and Christopher J. Caramanico.





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