PROPHASE LABS, INC. (NASDAQ:PRPH) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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

On April 17, 2017, ProPhase Labs, Inc. (the Company) entered into
an Employment Agreement Termination and Release Agreement (the
New Agreement) with Robert V. Cuddihy, Jr., the Companys Chief
Operating Officer and Chief Financial Officer. The New Agreement
terminates Mr. Cuddihys prior employment agreement with the
Company (the Prior Agreement), and sets forth the new terms of
Mr. Cuddihys employment with the Company. The New Agreement was
entered into in view of the Companys recent successful sale of
its Cold-EEZE brand.

The terms of the New Agreement provide, among other things, that
Mr. Cuddihy will remain employed by the Company on an at-will
basis as the Companys Chief Financial Officer/Chief Accounting
Officer; he will cease services as Chief Operating Officer of the
Company but will become Chief Operating Officer/Contract
Manufacturing and will focus on operational responsibility for
the Companys manufacturing business; he will relinquish his
rights under the Prior Agreement, including his rights to
separation payments, in consideration for the Company remitting
to him a $675,000 termination payment (the Termination Payment);
he will receive an annual base salary of $350,000 until July 1,
2017, at which time his annual base salary will be reduced to
$250,000. Mr. Cuddihy will also remain eligible to participate in
the Companys equity incentive compensation plans, annual bonus
plans, and employee benefit plans. He will also be entitled to
receive four weeks paid vacation and a $1,250 monthly auto
allowance. All of the arrangements with Mr. Cuddihy have been
approved by the compensation committee of the Companys board of
directors.

to the terms of the New Agreement, in the event Mr. Cuddihys
employment is terminated by the Company without Cause (as defined
in the Agreement), Mr. Cuddihy will be entitled to receive a lump
sum cash payment, in an amount equal to three months of his base
salary then in effect, and all other accrued and vested but
unpaid compensation through the date his employment is
terminated, within two days of such date; provided, however, that
in lieu of the severance payment, the Company, in its sole
discretion, may instead provide Mr. Cuddihy a minimum of three
months prior notice of termination.

The payments described in the New Agreement are subject to Mr.
Cuddihys execution of a general release of claims in favor of the
Company. In addition, in accordance with applicable law, Mr.
Cuddihy is entitled to revoke his acceptance of the New Agreement
within seven days of its execution. If he revokes his acceptance,
the New Agreement will be of no further force or effect and Mr.
Cuddihy will not be entitled to the benefits described above. If
he does not revoke his acceptance, the New Agreement will be
effective as of the eighth day after signing.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

About PROPHASE LABS, INC. (NASDAQ:PRPH)

ProPhase Labs, Inc. is a manufacturer, marketer and distributor of a range of homeopathic and health products. The Company is also engaged in the research and development of over-the-counter (OTC) drugs, natural base health products along with supplements, personal care and cosmeceutical products. It is engaged in manufacturing, distributing, marketing and sale of OTC cold remedy products to consumers through national chain, regional, specialty and local retail stores. It also manufactures, markets and distributes an organic cough drop and a Vitamin C supplement, Organix, and performs contract manufacturing services of cough drop, dietary supplements, and other OTC cold remedy products for third parties. Its product pipeline includes Cold-EEZE Cold Remedy QuickMelts and Cold-EEZE Cold Remedy Oral Spray. It also produces Legendz XL for sexual health, Triple Edge XL, which is a daily energy booster plus testosterone support, and Super ProstaFlow Plus for prostate and urinary health.

PROPHASE LABS, INC. (NASDAQ:PRPH) Recent Trading Information

PROPHASE LABS, INC. (NASDAQ:PRPH) closed its last trading session up +0.02 at 1.96 with 64,238 shares trading hands.