OptimizeRx Corporation (OTCMKTS:OPRX) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01

The information provided in Item 5.02 concerning the entry into a material definitive agreement is incorporated by reference in this Item 1.01.

SECTION 5 – Corporate Governance and Management

Effective February 8, 2021, we have appointed Ms. Marion K. Odence-Ford as our General Counsel and Chief Compliance Officer.

Ms. Odence-Ford, age 56, is a corporate lawyer with over 20 years of large firm and in-house experiences in a broad range of industries including life sciences, high tech, business consulting, professional services, banking, and finance companies. From April 2013 to June 2020, she was a senior member of the legal team at Decision Resources Group, a multi-national corporation that provides global data solutions, analytics and consulting services to pharmaceutical, biotech, medical device, healthcare provider and payer, and managed care companies.

Ms. Odence-Ford does not hold and has not held over the past five years any other directorships in any company with a class of securities registered to Section 12 of the Exchange Act or subject to the requirements of Section 15(d) of the Exchange Act or any company registered as an investment company under the Investment Company Act of 1940.

There are no family relationships between Ms. Odence-Ford and any of our directors or executive officers.

Aside from the following, Ms. Odence-Ford has not had any material direct or indirect interest in any of our transactions or proposed transactions over the last two years.

We entered into an agreement with Ms. Odence-Ford to act as our General Counsel and Chief Compliance Officer. to the agreement, Ms. Odence-Ford will receive an annual base salary of $280,000. Ms. Odence-Ford is also eligible for a bonus of up to 40% of her base salary based on our executive bonus plan.

In addition, we also agreed to award to Ms. Odence-Ford 20,000 shares of our restricted stock that will vest annually over five years.

The agreement further provides that if Ms. Odence-Ford’s employment with us is involuntarily terminated without cause, Ms. Odence-Ford will be entitled to receive a severance payment of twelve months of her applicable base pay.

The agreement contains a Business Protection Agreement that contains restrictive covenants that include a non-compete both during her employment and for a period of one year thereafter, and an inventions assignment clause both during her employment and for a period of six months thereafter. The agreement also contains a confidentiality provision.

The foregoing description of the agreement is qualified in its entirety by reference to the full text of the agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.

SECTION 9 – Financial Statements and Exhibits

10.1	Employment Agreement, by and between OptimizeRx Corp. and Ms. Odence-Ford

OptimizeRx Corp Exhibit
EX-10.1 2 ea135275ex10-1_optimizerx.htm EMPLOYMENT AGREEMENT,…
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About OptimizeRx Corporation (OTCMKTS:OPRX)

OptimizeRx Corporation is a technology solutions company. The Company focuses on the healthcare industry. The Company connects patients, physicians and pharmaceutical manufacturers through technology. The Company’s solutions provide pharmaceutical manufacturers a direct to physician channel for communicating and promoting products. It provides healthcare providers a means to provide sampling and coupons without having to physically store samples on site. The Company’s principal products and applications include SampleMD, OPTIMIZEHR and OPTIMIZERx.com. SampleMD is a virtual Patient Support Center. OPTIMIZEHR is a consulting practice focused on educating and working with pharmaceutical manufacturers on identifying, formulating and implementing new electronic prescribing (eRx) media strategies for promoting their products. OPTIMIZERx.com is a portal to healthcare savings for patients to centrally review and participate in prescription and healthcare savings and support programs.