OTIV On Track Innovations Ltd

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

On November 5, 2019, the Board of Directors of On Track Innovations Ltd. (the “Company”) appointed Mr. Yehuda Holtzman to serve as the Company’s new Chief Executive Officer, succeeding former Interim Chief Executive Officer, Mr. Assaf Cohen, effective as of December 1, 2019 or an earlier date as may be agreed to by the parties (the “Commencement Date”).

Mr. Holtzman, age 59, served from 1998 to 2011 as president of MobileAccess Ltd., a cellular technology company he co-founded and sold to Corning in 2011. Following that, Mr. Holtzman co-founded and was the Chief Executive Officer of ExploreGate Ltd., a big data/AI company, and from 2016 until 2018, he was the Chief Executive Officer of Mobilogy Inc., a provider of mobile lifecycle solutions which was acquired in 2018.

On November 5, 2019, the Company and Mr. Holtzman entered into an employment agreement, which provides, among other things, that Mr. Holtzman will enter into office as the Chief Executive Officer of the Company on the Commencement Date, in consideration of a monthly gross salary of NIS 76,000 and other standard benefits. In addition, and pursuant to the employment agreement, Mr. Holtzman (i) shall receive options to purchase 450,000 ordinary shares of the Company (subject to a three-year vesting period, so that each portion of 150,000 options shall vest on each of the first, second and third anniversaries of the Commencement Date, all subject to the terms and provisions of the Company’s 2001 Share Option Plan, as in effect from time to time (the “Option Plan”)); (ii) shall receive, during each calendar year starting and also for 2020, options to purchase 100,000 ordinary shares of the Company, subject to the terms and provisions of the Option Plan; and (iii) shall be eligible to receive an annual bonus of up to 10 months’ gross base salary, all subject to the approval of the Company’s general meeting of shareholders. The Company intends to submit Mr. Holtzman’s employment agreement for approval at the Company’s next general meeting of shareholders.

There are no arrangements or understandings between Mr. Holtzman and any other persons pursuant to which he was elected as the Company’s Chief Executive Officer, and, except for the employment agreement described above, Mr. Holtzman has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. Mr. Holtzman does not have a family relationship with any member of the Board of Directors of the Company or any executive officer of the Company.