OPTIMIZERX CORP : Change in Directors or Principal Officers, Financial Statements and Exhibits (form 8-K)

Published: 2021-10-19 16:47:04 ET OPRX

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

On October 15, 2021, the Company entered into a letter agreement (the "2021 Agreement"), effective as of September 22, 2021 (the "Effective Date"), with William J. Febbo which updates and amends Mr. Febbo's employment letter agreement to, among other things:

? provide that Mr. Febbo's annual base salary will increase to $450,000 upon

execution of the 2021 Agreement, which base salary will be reviewed by the

Compensation Committee annually and adjusted at their discretion;

? increase Mr. Febbo's annual target bonus under the Company's executive bonus

plan to 100% of his annual base salary;

? provide that the Company will grant Mr. Febbo performance-based restricted

stock units (the "PRSUs") on October 15, 2021 with an aggregate grant date

value equal to $12.5 million, which PRSUs will be earned over a five-year

period commencing on the grant date with three stock price milestone goals.

The price basis for purposes of calculating the milestone goals will based on

the average closing price over the 30 trading days prior to the Effective Date

(the "Base Price"). The three stock price milestone goals will be earned as

follows: (i) one-third of the PRSUs will be earned upon Achievement (as

defined below) of a stock price that exceeds the Base Price by 50%; (ii)

one-third of the PRSUs will be earned upon Achievement of a stock price that

exceeds the Base Price by 100%; and (iii) one-third of the PRSUs will be

earned upon Achievement of a stock price that exceeds the Base Price by 150%.

"Achievement" of each one-third applicable stock price milestone means

reaching a minimum closing stock price which is greater than or equal to such

respective milestone stock price for a period of 30 consecutive trading days

(the "Earned Milestone Date"). Each one-third portion of the earned PRSUs will

vest on the first anniversary of each of the Earned Milestone Dates. The

milestones set forth above were set for compensation purposes only and do not

constitute, and should not be viewed as, management's projection of future

results. The PRSUs are expected to be Mr. Febbo's equity award from the

Company for the next five years (in lieu of any additional annual grants);

however, the Compensation Committee may in its sole discretion reconsider any

additional grants; and

? provide that notwithstanding anything to the contrary in the amendment to Mr.

Febbo's employment letter agreement, dated February 25, 2019, the PRSUs granted

on October 15, 2021 will be subject to the change in control provisions set

forth in the Company's 2021 Equity Incentive Plan.

The above summary of Mr. Febbo's 2021 Agreement is qualified in its entirety by reference to the complete text of the 2021 Agreement, which is filed as Exhibit 10.1 to this Current Report and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

* Exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K.

The Company agrees to furnish supplementally a copy of any omitted exhibit to