AQMS Aqua Metals Inc

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

On December 3, 2018, Selwyn Mould, our chief operating officer, resigned pursuant to his mutual agreement with us. Mr. Mould’s resignation as an officer of the Company is regarded as a termination without cause under his employment agreement with us. Pursuant to his employment agreement, in the event of his termination by us without cause, Mr. Mould is entitled to (i) two years of severance at his current salary, which is currently $33,333 per month, payable in cash, plus (ii) the cost or value of two years of benefits, including health insurance, payable in cash, for which he is eligible as of the date of termination. However, pursuant to a Separation Agreement and Release between us and Mr. Mould, Mr. Mould has agreed to receive, in lieu of two years of salary, a cash severance payment of $100,000 payable in six equal installments in accordance with the our regular payroll practices, plus an award of restricted stock units that will entitle him to receive, for each of the 21 consecutive months commencing on March 1, 2019, $33,333 of our common shares based on volume-weighted average price over the 20 trading days preceding the first business day of the respective month. We have reserved the right, at our option, to pay Mr. Mould $33,333 of cash in lieu of any of the 21 monthly share issuances. We also agreed to reimburse Mr. Mould for any COBRA coverage payments for a period of 24 months or until he secures full replacement health insurance elsewhere, whichever occurs first. The Separation Agreement and Release includes customary indemnification, confidentiality, non-disparagement and non-solicitation covenants and agreements of the parties.