Professional Diversity Network, Inc. (NASDAQ:IPDN) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(c) and (e)

CFO Transition

On March 7, 2017, the Board of Directors (the Board) of
Professional Diversity Network, Inc. (the Company) appointed
Jiangping (Gary) Xiao to serve as the Companys Chief Financial
Officer effective March 8, 2017.

Jiangping Xiao, 38, served as Corporate Controller of United
Tactical Systems, a private-equity owned non-lethal weapon and
projectile manufacturer, from April 2016 until March 7, 2017.
Prior to that, from June 2013 to April 2016, Mr. Xiao served as
Controller of Petstages, a pet toy company. Earlier in his
career, Mr. Xiao served as the Controller of the Operations
Management Group of The Jordan Company, a private equity firm,
from August of 2008 to May of 2013, and as a Senior Finance
Associate, Financial Planning and Analysis of United Airlines
from June 2006 to August of 2008. Mr. Xiao obtained a Master of
Business Administration from the Ross School of Business
Management at the University of Michigan in 2006 and a B.A. in
Accounting from Tsinghua University in Beijing, China in 2000.

On March 9, 2017 (the Xiao Effective Date), the Company entered
into an employment agreement (the Xiao Employment Agreement) with
Jiangping Xiao, the Companys new Chief Financial Officer. The
Xiao Employment Agreement continues until terminated in writing
by either party or earlier terminated to the provisions of the
Xiao Employment Agreement. Under the Xiao Employment Agreement,
Mr. Xiao will receive an annual base salary of $200,000, subject
to adjustment in the sole discretion of the Board or the
Compensation Committee of the Board (the Compensation Committee);
provided however, that such annual base salary may not be
decreased. Mr. Xiao will be eligible to receive an annual
incentive bonus in an amount equal to up to fifty percent (50%)
of his base salary, based upon the achievement of one or more
performance goals, targets, measurements and other factors,
established for such year by the Compensation Committee. Mr. Xiao
will also participate in all benefit plans and programs, subject
to certain conditions and exceptions, as are generally provided
by the Company to its other senior executive employees. Under the
terms of Xiao Employment Agreement, Mr. Xiao is subject to
non-solicitation, non-competition and non-interference
restrictive covenants during his employment and for the 18-month
period following his last day of employment with the Company. The
Xiao Employment Agreement also contains customary
confidentiality, work product and return of Company property
covenants. In addition, Mr. Xiao is entitled to severance pay if
he is terminated without cause or resigns for good reason, each
as defined in the Xiao Employment Agreement. Upon such
termination, provided that he executes a release and waiver
agreement, Mr. Xiao will be entitled to receive an amount equal
to six months of his base salary, any earned but unpaid bonus for
the year prior to the year of termination, and the pro rata
portion of any bonus earned for the year in which termination
occurs, as well as continuation of applicable benefits for a
period of six months following his termination. In connection
with the approval of the Xiao Employment Agreement, Mr. Xiao also
received a non-qualified stock option to purchase 30,000 shares
of the Companys common stock. The option will vest in accordance
with the following schedule: (i) 1/3 of the shares underlying the
option will vest immediately upon award, (ii) 1/3 of the shares
underlying the option will vest on the first anniversary of the
Xiao Effective Date, and (iii) 1/3 of the shares underlying the
option will vest on the second anniversary of the Xiao Effective
Date.

The description of the Xiao Employment Agreement is qualified in
its entirety by reference to the Xiao Employment Agreement filed
herewith as Exhibit 10.31. Mr. Xiao has no family relationships
with any of the Companys directors or executive officers, and
there are no arrangements or understandings to which Mr. Xiao was
appointed to his position. There are no related party
transactions between the Company and Mr. Xiao reportable under
Item 404(a) of Regulation S-K.

On March 9, 2017 (the Wang Effective Date), the Company also
entered into an employment agreement effective as of December 22,
2016 (the Wang Employment Agreement) with Maoji (Michael) Wang,
the Companys current Chief Executive Officer. The Wang Employment
Agreement continues until terminated in writing by either party
or earlier terminated to the provisions of the Wang Employment
Agreement. Under the Wang Employment Agreement, Mr. Wang will
receive an annual base salary of $320,000, subject to adjustment
in the sole discretion of the Board or the Compensation Committee
of the Board; provided however, that such annual base salary may
not be decreased until the first anniversary of the Wang
Effective Date. Mr. Wang will be eligible to receive an annual
incentive bonus, at a target amount of not less than his base
salary, based upon the achievement of one or more performance
goals, targets, measurements and other factors, established for
such year by the Board or the Compensation Committee. Mr. Wang
will also participate in all benefit plans and programs, subject
to certain conditions and exceptions, as are generally provided
by the Company to its other senior executive employees.

Under the terms of Wang Employment Agreement, Mr. Wang is subject
to non-solicitation, non-competition and non-interference
restrictive covenants during his employment and for the 12-month
period following his last day of employment with the Company. The
Wang Employment Agreement also contains customary
confidentiality, work product and return of Company property
covenants.

In addition, Mr. Wang is entitled to severance pay if he is
terminated without cause or resigns for good reason, each as
defined in the Wang Employment Agreement. Upon such termination,
provided that he executes a release and waiver agreement, Mr.
Wang will be entitled to receive an amount equal to the sum of
his base salary, any earned but unpaid bonus for the year prior
to the year of termination, and the pro rata portion of any bonus
earned for the year in which termination occurs, as well as
continuation of applicable benefits for a period of 12 months
following his termination.

In connection with the approval of the Wang Employment Agreement,
Mr. Wang also received a non-qualified stock option to purchase
210,000 shares of the Companys common stock. The option will vest
in accordance with the following schedule: (i) 1/3 of the shares
underlying the option will vest immediately upon award, (ii) 1/3
of the shares underlying the option will vest on the first
anniversary of the Wang Effective Date, and (iii) 1/3 of the
shares underlying the option will vest on the second anniversary
of the Wang Effective Date.

The description of the Wang Employment Agreement is qualified in
its entirety by reference to the Employment Agreement filed
herewith as Exhibit 10.32.

Item 9.01.

Financial Statements and Exhibits

(d)

Exhibits.