PAVMED INC. (NASDAQ:PAVM) 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.

Appointment of Chief Financial Officer

On March 20, 2017, PAVmed Inc. (the Company) appointed
Dennis M. McGrath as its Executive Vice President and Chief
Financial Officer. On the same date, Richard F. Fitzgerald
resigned as Chief Financial Officer in order to pursue new
opportunities.

Mr. McGrath, 60 years old, has served as President and Chief
Financial Officer and as a director of PhotoMedex, Inc., a Nasdaq
listed company (PhotoMedex), since December 2011. While
Mr. McGrath will continue at PhotoMedex for a limited period of
time following the sale of substantially all of PhotoMedexs
assets in January 2017, Mr. McGrath will devote his best efforts
and full time to the business of the Company. He reassumed the
role of Chief Financial Officer of PhotoMedex following its
reverse merger with Radiancy, Inc. in December 2011, having
served as President and Chief Executive Officer and as a director
of PhotoMedex from July 2009 to December 2011. He previously
served as Chief Financial Officer and Vice President of Finance
and Administration of PhotoMedex from January 2000 to June 2009.
Prior to PhotoMedex, from February 1999 to January 2000, he
served as Chief Operating Officer of Internet Practice, the
largest division of AnswerThink Consulting Group, Inc., a Nasdaq
listed company specializing in business consulting and technology
integration. Concurrently, from August 1999 until January 2000,
he was Chief Financial Officer of Think New Ideas, Inc., a Nasdaq
listed company specializing in interactive marketing services and
business solutions. Mr. McGrath also served as Chief Financial
Officer and Executive Vice President of TriSpan, Inc., an
internet commerce solutions and technology consulting company,
which was acquired by AnswerThink Consulting Group, Inc., from
September 1996 to February 1999. Mr. McGrath is a Certified
Public Accountant who began his career at Arthur Andersen and
holds a B.S. in accounting from LaSalle University. He serves as
a director on several boards including DarioHealth Corp. (a
Nasdaq listed company), Noninvasive Medical Technologies, Inc.
and Cagent Vascular, LLC.

There are no family relationships between Mr. McGrath and any
other officer or director of the Company. Mr. McGrath has not
engaged in any transactions with the Company that are required to
be reported to Item 404(a) of Regulation S-K.

Employment and Related Agreements

In connection with his appointment, on March 20, 2017, the
Company entered into an employment agreement with Mr. McGrath,
which provides for him to serve as the Companys Executive Vice
President and Chief Financial Officer. The employment agreement
is for a two-year term. Mr. McGrath will receive a base salary
of$285,000 per year and will be eligible to earn annual
performance bonuses with a target of 50% of his then current base
salary, based upon his performance and the Companys performance
over the preceding year, as determined by the Companys
compensation committee. The Company also will reimburse him for
up to $2,250 per month to cover temporary housing and travel
expenses for up to 12 months. In addition, the

Company granted Mr. McGrath an option to purchase up to 250,000
shares of the Companys common stock, at an exercise price of
$5.95 per share. The option vests in 12 equal quarterly
installments on the last day of each fiscal quarter, commencing
on June 30, 2017.

If his employment is terminated by the Company without cause or
by him with good reason (as such terms are defined in the
employment agreement), Mr. McGrath is entitled to receive his
base salary through the date of termination and for a period of
six months thereafter (or until the end of the term, if earlier),
a pro rata portion of any annual bonus to which he would have
been entitled, all valid expense reimbursements, health insurance
coverage for six months if he elects continued coverage to the
Consolidated Omnibus Budget Reconciliation Act of 1985, as
amended, and all accrued but unused vacation pay. If his
employment is terminated due to his death or disability, he will
be entitled to the same amounts, except he will only be entitled
to his base salary through the date of termination and he will
not be entitled to continued health insurance coverage. If his
employment is terminated by the Company with cause or by him
without good reason, Mr. McGrath will be entitled only to his
base salary through the date of termination, valid expense
reimbursements and certain accrued but unused vacation pay.

Mr. McGraths employment agreement contains provisions protecting
the Companys intellectual property and contains provisions
restricting his ability to compete with the Company during his
employment and for a period of two years thereafter. The
non-compete provisions generally impose restrictions on (i)
employment or consultation with competing companies or customers,
(ii) recruiting or hiring employees for a competing company and
(iii) soliciting or accepting business from our customers for a
period of six months following termination, except the
restrictions in clause (i) will not apply if he is terminated
without cause or resigns for good reason.

In connection with his appointment, on March 20, 2017, the
Company entered into its standard form of indemnification
agreement with Mr. McGrath. The indemnification agreement
provides for the Company to indemnify Mr. McGrath to the fullest
extent permitted by applicable law in the event that, by reason
of his relationship with the Company, he is or is threatened to
be made a party to or participant in any threatened, pending or
completed action or proceeding. The indemnification agreement
also provides for the advancement of all reasonable expenses
incurred by him in connection with any action or proceeding
covered by the indemnification agreement.

Separation and Related Agreements

In connection with his resignation, on March 20, 2017, Mr.
Fitzgerald entered into a separation agreement the Company. to
the separation agreement, Mr. Fitzgerald will execute a general
release and waiver in favor of the Company. In consideration of
and contingent upon the release, (i)the Company will enter into a
consulting agreement with Mr. Fitzgerald, providing for his
engagement as an advisor to the Company for a term of three
months at a fee of $10,000 per month, (ii) the Company will enter
into an amendment to the stock option agreement governing Mr.
Fitzgeralds option to purchase 125,000 shares of the Companys
common stock at $5.00 per share, providing that the option will
continue to vest for three months from such resignation and will
be exercisable as to the vested portion for three years from such
resignation, and (iii) the Company will provide continued health
insurance coverage for Mr. Fitzgerald, at the

Companys expense, until June 30, 2017. The separation agreement
includes provisions protecting the Companys confidential
information and restricting Mr. Fitzgeralds ability, for a period
of two years after his resignation, to hire the Companys
employees or solicit or interfere with its customers or other
parties with whom it has a contractual relationship.

PAVMED INC. (NASDAQ:PAVM) Recent Trading Information

PAVMED INC. (NASDAQ:PAVM) closed its last trading session up +0.33 at 5.98 with 900 shares trading hands.