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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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Appointment of Anthony H. Meadows as Chief
Operating Officer
On February 2, 2022, Anthony
H. Meadows was appointed as the chief operating officer of the Company, beginning on February 2, 2022.
Mr. Meadows has worked at
Cuentas, Inc. as a consultant since Nov 1, 2021 and previously served as COO at Great America Bank (bank in formation), and Senior Vice
President over Business Operations at Green Dot Bank, among other key executive leadership roles. He holds a Bachelor’s Degree in
Economics from the University of Utah. Mr. Meadows is currently serving or has previously served on the following Boards: The Road Home
(Salt Lake City homeless shelter), Junior Achievement of Utah, and the Network Branded Prepaid Card Association (NBPCA), now known as
the Innovative Payments Association (IPA).
On February 2, 2022, Cuentas,
Inc. (the “Company”) and Anthony H. Meadows entered into an employment agreement (the “Employment Agreement”),
pursuant to which Mr. Meadows agreed to serve as the Company’s new Chief Operating Officer. The Employment Agreement commenced and
became effective as of February 2, 2022, and shall continue at will for no specific term.
Pursuant to the terms of the
Employment Agreement, Mr. Meadows will receive an annual base salary of two hundred forty thousand dollars ($240,000) per year, and will
be eligible for an annual incentive payment of up to one hundred percent (100%) of his base salary, which annual incentive payment shall
be based on the Company’s performance as compared to the goals established by the Company’s CEO. This annual incentive shall
have a twelve (12) month performance period and will be based on a January 1 through December 31 calendar year, with Mr. Meadows’s
entitlement to the annual incentive and the amount of such award, if any, remaining subject to the good faith discretion of the CEO. Pursuant
to the terms of the Employment Agreement, if earned, Mr. Meadows shall be paid in full during the first quarter following the relevant
performance calendar year period.
Pursuant to the terms of the
Employment Agreement, the Company shall issue to Mr. Meadows an option to purchase up to an aggregate of two hundred thousand (200,000)
shares of Common Stock; in accordance with the following terms: i. Exercise Price: the closing price of the Company’s common stock
as of the last Board of Directors meeting on November 3rd, 2021 ($2.80) and approved at the Annual Shareholder Meeting on December 15th,
2021. ii. Vesting: the option to purchase up to Fifty Thousand (50,000) shares of common stock shall vest on the date this Agreement is
fully executed. The option to purchase an additional Fifty (50,000) shares of common stock shall vest on the first, second and third anniversary
of grant date, so long as Employee is employed by the Company on that date. iii. Tax Treatment: this stock option inducement shall be
treated as an incentive stock option up to IRS limits and any remaining portion shall be treated as a non-qualified option.
Under the Employment Agreement,
Mr. Meadows is subject to certain obligations and restrictive covenants, including, but not limited to: confidentiality, non-competition,
non-solicitation, and non-disparagement, among others. The Employment Agreement is governed by the laws of the State of Florida. The Employment
Agreement may be terminated by the Company for cause or without cause, and by Mr. Meadows for good reason or without good reason, as such
terms are defined under the Employment Agreement.
The description of Mr. Meadows’s
Employment Agreement set forth above is qualified in its entirety by reference to the full text of the Employment Agreement, a copy of
which is attached as Exhibit 10.1 to this Current Report on Form 8-K, and is incorporated herein by reference.
