Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
(e) On September 7, 2021, Zedge, Inc. (the "Company") granted Deferred Stock
Units ("DSUs") to, among others, Michael Jonas, its Executive Chairman (29,000
DSUs), Jonathan Reich, its Chief Executive Officer (58,000 DSUs), and Yi Tsai,
its Chief Financial Officer (24,000 DSUs). The DSU grants were approved by the
Compensation Committee of the Board of Directors and were part of a larger grant
to Company employees for a total of up to 288,951 DSUs. Each DSU represents the
right to receive one share of the Company's Class B common stock.
Vesting of 70% of the DSUs will be on the following dates in the following
amounts, subject to the grantee's continued employment and only if the aggregate
market capitalization of the Company's equity securities has reached or exceeded
$451 million for five consecutive trading days between the grant date and the
vest date: 25% on September 7, 2022, up to 58% (the 25% eligible to vest in 2022
and an additional 33%) on September 7, 2023, and up to 100% on September 7,
2024. In the event the market capitalization condition has not been met prior to
a vesting date, but is met by a subsequent vesting date, all DSUs eligible for
vesting prior to that date shall vest. In the event that the market
capitalization condition has not been met by September 7, 2024, 70% of the DSUs
shall expire.
Vesting of the remaining 30% of the DSUs will be time-based as follows: 25% on
September 7, 2022, 33% on September 7, 2023, and 42% on September 7, 2024,
subject to the grantee's continued employment by the Company.
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