Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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Resignation of Mr. Sean Socha
On May 29, 2020, Mr. Sean Socha notified
Jerash Holdings (US), Inc. (the “Company”) of his resignation as independent director of the Company, effective June
15, 2020. Mr. Socha’s resignation was due to personal reasons and not due to any disagreement with the Company on any matter
related to the operations, policies, or practices of the Company.
Election of Mr. Bill Korn
To fill in the vacancy on the board of
directors of the Company (the “Board”) due to Mr. Socha’s resignation, on June 13, 2020, the Nominating and Corporate
Governance Committee of the Board recommended, and the Board elected, Mr. Bill Korn to serve as an independent director of the
Company, as the Chairman of the Audit Committee of the Board, and as a member of the Nominating and Corporate Governance Committee
and of the Compensation Committee of the Board, effective June 15, 2020. The Board has determined that Mr. Korn satisfies the “independence”
requirements of Section 5605(a)(2) of the Nasdaq Listing Rules and Rule 10A-3 under the Securities Exchange Act of 1934, as amended,
and qualifies as an audit committee financial expert within the meaning of the U.S. Securities and Exchange Commission rules or
possesses financial sophistication within the meaning of the Nasdaq Listing Rules.
Mr. Bill Korn, age 63, has served as the
Chief Financial Officer of MTBC, Inc., a Nasdaq-listed healthcare IT company, since July 2013. Prior to joining MTBC, Inc., Mr.
Korn served as the Chief Financial Officer for six other early-stage technology businesses. From January 2013 to July 2013, Mr.
Korn served as the Chief Financial Officer of SnapOne, Inc., a developer of cloud-based applications for mobile devices, and from
June 2012 to December 2012, Mr. Korn was doing private advisory work. Prior to that, from August 2002 to June 2012, Mr. Korn was
the Chief Financial Officer of Antenna Software, Inc. Earlier in his career, Mr. Korn spent 10 years with IBM, where he served
on the senior management team that created IBM’s services strategy in the 1990s. Mr. Korn received his Bachelor of Arts in
Economics magna cum laude from Harvard College and his Master of Business Administration from Harvard Business School.
On June 15, 2020, the Company and Mr. Korn
entered into a Director Offer Letter (the “Offer Letter”), pursuant to which Mr. Korn will be compensated at a rate
of $40,000 per year, payable in cash quarterly at the end of each quarter. The Offer Letter contains customary confidentiality,
non-solicitation, and indemnification provisions. The foregoing summary of the Offer Letter does not purport to be complete and
is qualified in its entirety by reference to the Offer Letter, a copy of which is filed as Exhibit 10.1 to this Current Report
on Form 8-K. In addition, the Company entered into its standard form of indemnification agreement with Mr. Korn. Under the indemnification
agreement, the Company agrees to indemnify Mr. Korn to the fullest extent permitted by Delaware law for certain liabilities to
which he may become subject as a result of his service as a director of the Company. A copy of the Company’s form of indemnification
agreement is filed as Exhibit 10.2 to this Current Report on Form 8-K.
There are no family relationships between
Mr. Korn and any director or executive officer of the Company. To the best knowledge of the Company, there is no understanding
or arrangement between Mr. Korn and any other person pursuant to which Mr. Korn was elected as a director of the Company. To the
best knowledge of the Company, neither Mr. Korn nor any of his immediate family members is a party to any transaction required
to be disclosed pursuant to Item 404(a) of Regulation S-K.