UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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FORM
CURRENT REPORT
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 5, 2022, AudioEye, Inc. (the “Company”) entered into an Amended and Restated Employment Agreement (the “Restated Employment Agreement”) with David Moradi, the Company’s Chief Executive Officer. The Restated Employment Agreement amends and restates Mr. Moradi’s Employment Agreement with the Company, dated as of August 20, 2020 (the “Prior Employment Agreement”). The Restated Employment Agreement, other than providing for an additional equity award as described further below, contains substantially similar terms as the Prior Employment Agreement, which was described in, and filed as an exhibit to, the Company’s Current Report on Form 8-K/A filed on August 24, 2020.
The Restated Employment Agreement provides that Mr. Moradi will receive a grant of 400,000 restricted stock units (“RSUs”), subject to approval by the Company’s stockholders of an increase in the number of shares authorized for issuance under the AudioEye, Inc. 2020 Equity Incentive Plan to accommodate the grant of such RSUs. If so granted, the RSUs will vest as follows: 111,706 RSUs will vest on each of January 20, 2023, January 20, 2024 and January 20, 2025, and the remaining 64,882 RSUs will vest on August 20, 2025. Any unvested RSUs will become fully vested if, on or prior to August 20, 2025, Mr. Moradi’s employment is terminated by the Company without cause or due to his death, or if there is a change in control of the Company that involves a corporate transaction at any time before the RSUs are fully vested.
The foregoing summary of the Restated Employment Agreement and grant of RSUs is qualified in its entirety by reference to the full text of the Restated Employment 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 | Amended and Restated Employment Agreement by and between AudioEye, Inc. and David Moradi, dated April 5, 2022 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| April 8, 2022 | AudioEye, Inc. | |
| (Registrant) | ||
| By | /s/ James Spolar | |
| Name: James Spolar | ||
| Title: General Counsel and Secretary | ||