REPRO MED SYSTEMS INC appointed new CEO

ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.


Interim CEO Compensatory Arrangements


On February 5, 2021, Repro Med Systems, Inc. (the "Company") entered into an employment agreement dated as of January 22, 2021 with James M. Beck, the Company's interim Chief Executive Officer. The following summary of Mr. Beck's employment agreement does not purport to be complete and is subject to and qualified in its entirety by the terms of the employment agreement, a copy of which is attached as an exhibit to this Current Report on Form 8-K and incorporated herein by reference.


- Mr. Beck's monthly base compensation will be $40,000, pro-rated for any partial month and with a minimum guaranteed two months. 


- Mr. Beck will receive a bonus based upon amounts payable to the person who first succeeds Mr. Beck as chief executive officer of the Company, which bonus will equal the initial annual base salary payable to such successor, prorated for Mr. Beck's term of employment and with a minimum guaranteed two months (the "Bonus"). The Bonus will be paid in cash sixty (60) days following Mr. Beck's termination of employment under the employment agreement. Notwithstanding the above, no Bonus will be paid to Mr. Beck in the event he becomes the chief executive officer of the Company following his tenure under the Employment Agreement, he resigns his employment prior to the appointment of his successor to the position of chief executive officer of the Company, he is terminated by the Company for "Cause" (as defined in the Employment Agreement), or he fails to use his best efforts in assisting in the orderly transition of his successor to the position of chief executive officer of the Company (as determined by the Board). 


- Mr. Beck's employment with the Company is "at-will" at the discretion of the Board, subject to a 30-day notice of termination (except where termination is by the Company for Cause). 


- Pursuant to the Company's 2015 Stock Option Plan, as amended, on February 15, 2021, Mr. Beck will receive a 10-year non-qualified option to purchase up to 150,000 shares of the Company's Common Stock at a per share exercise price equal to the fair market value of the Common Stock on the date of grant. Of these options, 100,000 will be fully vested on the date of grant, and 50,000 will vest on March 22, 2021. In the event Mr. Beck's employment has not terminated prior to April 22, 2021, he will receive an additional non-qualified option to purchase up to 150,000 shares of the Company's Common Stock pursuant to all of the terms and conditions of the Company's 2015 Stock Option Plan, as amended, with an exercise price equal to the fair market value of the Common Stock on that date. Of these options, 50,000 will be fully vested on the date of grant; 50,000 will vest on May 22, 2021, and 50,000 will vest on June 22, 2021. All of the aforementioned options may be exercised for cash or by "cashless" or "net" exercise. 


Executive Officer Bonuses


On February 5, 2021, the Company's Board of Directors (the "Board") approved 2020 bonuses for the Company's Chief Financial Officer ($87,500) and Chief Operating Officer ($80,500). Taking into account the unusual nature of events in 2020 that impacted the Company's performance, including the global pandemic, and with the consent of the CFO and COO, the Board determined to pay these discretionary bonuses in lieu of bonuses calculated pursuant to the previously disclosed 2020 Management Incentive Compensation Plan. Each of these bonuses include a "heroes bonus" to recognize the extraordinary efforts made by the CFO and COO to support the Company during the pandemic.