Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
As of January 17, 2017, David L. Cohen, Esq., Chief Intellectual Property
Officer of FORM Holdings Corp. (the "Company"), is no longer deemed an executive
officer of the Company.
Amendment No. 2 to Employment Agreement with Clifford Weinstein
On January 20, 2017, the Company entered into a second amendment to the
employment agreement with Clifford Weinstein. The amendment provides that so
long as Mr. Weinstein is employed on the date of a change of control of FLI
Charge he will be entitled to 5% of the amount equal to the total amount of cash
and the fair market value of all non-cash consideration paid or payable to the
Company or its stockholders in connection with the change of control of FLI
Charge or in an Initial Public Offering, net of expenses, the acquisition cost
to the Company and any additional capital contributions made prior to the change
The foregoing descriptions of the employment agreement and employment agreement
amendment are only summaries, do not purport to be complete and are qualified by
reference in their entirety to the employment agreements and the employment
agreement amendment which will be subsequently filed with the SEC.
Executive Employment Agreements with Andrew D. Perlman, Anastasia Nyrkovskaya
and Edward Jankowski
On January 20, 2017, the Company entered into an employment agreement with
Edward Jankowski, the Company's Senior Vice President and Chief Executive
Officer of the Company's wholly owned subsidiary XpresSpa Holdings, LLC
("XpresSpa"). The Company also entered into agreements with Andrew D. Perlman,
the Company's Chief Executive Officer and Anastasia Nyrkovskaya, the Company's
Chief Financial Officer on January 18, 2017. The employment agreements of Mr.
Perlman and Ms. Nyrkovskaya supersede their current employment agreements that
were set to expire on December 31, 2017. The agreements are on substantially
similar terms other than base salary and an incentive award to be paid to Mr.
Jankowski upon certain events.
Under the terms of their respective employment agreements Mr. Perlman will be
entitled to receive a base salary of $450,000 effective January 1, 2017, Ms.
Nyrkovskaya will be entitled to receive a base salary of $375,000 effective
January 1, 2017 and Mr. Jankowski will be entitled to receive a base salary of
$375,000 from January 1, 2017.
Under the terms of his, Mr. Jankowski will be entitled to receive on the first
to occur of a public offering or change of control of XpresSpa provided he is
then employed by XpresSpa, in the event of a public offering stock options to
purchase common stock of XpresSpa equal to 2% of XpresSpa's outstanding shares
of common stock after the issuance of shares in the Initial Public Offering or,
upon a change of control, 2% of the amount equal to the total amount of cash and
the fair market value of all non-cash consideration paid or payable to the
Company or its stockholders in connection with the change of control net of
expenses, the acquisition cost to the Company and any additional capital
contributions made prior to the change of control. The employment agreement also
contains a non-competition provision for a period of one year following
termination of employment.
Each employment agreement is for a term of three years provided that the
employment agreement shall extend in two month increments for up to one (1) year
thereafter for each month that the negotiations are not concluded prior to sixth
months before the end of the term.
Each employment agreement provides that the executive will be eligible to
participate in any annual bonus and other incentive compensation program that
the Company may adopt from time to time for its executive officers and if the
executive has earned any bonus or non-equity based incentive compensation which
remains unpaid upon termination of employment for any reason whether by
executive or the Company other than for cause then the executive shall be
entitled to receive a pro- rata portion of such incentive compensation at the
time it is paid.
In addition, unless an executive is terminated for cause, all applicable equity
awards held by the executive as of the date of termination of employment that
would have vested in the one-year period immediately following such termination
will vest during the following year, provided that the executive makes himself
reasonably available and cooperates with reasonable requests from the Company
involving facts or events relating to the Company that the executive may have
In the event the employment agreement is terminated for good reason by the
executive, or by the Company without cause and the executive provides the
Company with a release of claims, the executive shall be entitled to receive a
cash severance payment in the amount of one times his or her then current base
salary and one year of COBRA continuation coverage.
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