Item 5.02 Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 24, 2017, the board
of directors (the “
Board
”) of MYOS RENS Technology, Inc., a Nevada Corporation (the “
Company
”)
elected Joseph Mannello as the Chief Executive Officer of the Company, effective immediately. Since September 2016, Mr. Mannello
served as interim Chief Executive Officer of the Company.
In connection with the election,
the Company entered into an employment agreement (the “
Agreement
”) with Mr. Mannello, effective August 24, 2017.
Pursuant to the terms of the Agreement, Mr. Mannello will work for the Company on a full-time basis and will receive a weekly base
salary of $455. He may receive an annual bonus in cash or equity of the Company, as may be determined by the Board in
its sole discretion. Mr. Mannello will be granted a stock option to purchase 300,000 shares of the Company’s common stock
at an exercise price of $4.00 per share, which option will vest in eight equal annual installments on the last day of each fiscal
quarter starting with September 30, 2017. The initial term of the Agreement is two years, and the Agreement will automatically
renew for successive one-year periods, unless a notice of non-renewal is provided by either party at least sixty days prior to
the expiration date of the term.
In the event Mr. Mannello’s
employment is terminated by the Company for cause (as defined in the Agreement) or as a result of death or disability, or if Mr.
Mannello terminates his employment without good reason (as defined in the Agreement), Mr. Mannello will be entitled to receive
any accrued and unpaid base salary, any unreimbursed reasonable business expenses and employee benefits up to the date of termination
as well as retain any portion of the stock option that has previously vested.
In the event Mr. Mannello’s
employment is terminated by the Company for any reason other than cause, death or disability, or if Mr. Mannello terminates his
employment for good reason, he will be entitled to receive any accrued and unpaid base salary and employee benefits up to the date
of termination as well as the vested portion of the stock option. In addition, he will be entitled to receive accrued and
unpaid base salary up to the date of the termination, full reimbursement of all business expenses prior to termination, all applicable
COBRA-related health insurance continuation rights to the extent provided for under applicable law or based on the Company’s
practice and an amount equal to 100% of the COBRA premiums for him and his family for twelve months following the date of termination.
In the event Mr. Mannello’s
employment is terminated by the Company without cause and in connection with, or as a result of, a change of control (as defined
in the Agreement), or if Mr. Mannello terminates his employment for good reason following a change in control, he will also be
entitled to retain the stock option and the unvested portion of the stock option will vest as of the date of the consummation of
the change in control.
The Agreement contains customary
non-competition and non-solicitation provisions that extend to two years after termination of Mr. Mannello’s employment with
the Company. Mr. Mannello also agreed to customary terms regarding confidentiality and ownership of product ideas.
There are no family relationships
between Mr. Mannello and any of the Company’s directors or executive officers and the Company has not entered into any
transactions with Mr. Mannello that are reportable pursuant to Item 404(a) of Regulation S-K.
The foregoing description of
the Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of the Agreement,
which is attached hereto as Exhibit 10.1.