Zedge, Inc. (ZDGE): CEO Jonathan Reich reason not stated

Events in this filing

Item 5.02 as filed

Item 5.02. Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As previously disclosed in
the Current Report on Form 8-K filed by Zedge, Inc. (the “Company”) on August 31, 2026, Jonathan Reich ceased to serve as
Chief Executive Officer of the Company effective as of September 30, 2026, and, effective October 1, 2026, Mr. Reich commenced service
as President and Chief Operating Officer of the Company.
The Company entered into an
employment agreement with Mr. Reich, effective as of October 1, 2026 (the “Employment Agreement”), providing for: (i) a term
of three (3) years, commencing October 1, 2026 and ending September 30, 2029; (ii) an annual base salary of $390,000, effective as of
August 1, 2026, and an increase in annual base salary of $15,000 on each July 31 during the term; (iii) an annual performance bonus of
not less than $124,313 for each fiscal year beginning with fiscal year 2026; (iv) separation pay under the terms and conditions set forth
in the Employment Agreement, of up to two (2) years of base salary, plus a prorated portion of his minimum annual bonus for the fiscal
year in which his employment terminates, depending on the circumstances of the termination of his employment, including termination by
the Company with and without Cause, resignation by Mr. Reich with and without Good Reason, and his death or Disability (as each such term
is defined in the Employment Agreement); (v) full acceleration of the vesting of the equity award described below in the event that his
employment is terminated by the Company without Cause or he resigns for Good Reason; and (vi) an award under the Company’s 2026
Equity Incentive Plan, to be granted within 150 days following October 1, 2026, consisting of a combination of restricted stock and deferred
stock units representing, in the aggregate, 100,000 shares of the Company’s Class B common stock, par value $0.01 per share, one-twelfth
(1/12) of which will vest on the date of grant and the remainder of which will vest in eleven (11) substantially equal quarterly installments,
such that the award will be fully vested on October 1, 2029.
The foregoing description
of the Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Employment
Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.