SG BLOCKS, INC. (OTCMKTS:SGBXQ) 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

On March 10, 2017, SG Blocks, Inc. (the Company) entered into new
employment agreements (collectively, the Employment Agreements)
with Paul Galvin, Chief Executive Officer; Mahesh Shetty, Chief
Financial Officer; and Stevan Armstrong, President and Chief
Operating Officer. The terms of the previous employment
agreements between the Company and each of Messrs. Galvin and
Armstrong have since expired, and no such agreement previously
existed between the Company and Mr. Shetty.

Each of the Employment Agreements provides for an initial
two-year term (the Initial Term), unless earlier terminated in
accordance with the terms of the agreement. The Employment
Agreements automatically renew after the Initial Term unless
either the Company or the executive provides written notice of
termination at least 60 days prior to the termination date.

to the Employment Agreements, each executive received options to
purchase shares of the Companys common stock, par value $0.01
(the Shares) in connection with (i) the performance of the
executive and the Company since the Companys emergence from
bankruptcy in June 2016 (the 2016 Options) and (ii) the services
rendered by the executive to the Company (the Employment
Options). Each executive may also receive a discretionary cash
bonus on the first two anniversaries of the applicable Employment
Agreement, based on the achievement of certain performance
metrics established by the Board of Directors.

Mr. Galvins Employment Agreement (the Galvin Agreement) provides
for an annual base salary of $240,000 and the receipt of 77,014
Employment Options and 19,800 2016 Options. Mr. Galvin is also
eligible to receive options to purchase 185,425 Shares granted in
connection with the public offering of Shares to which a Form S-1
filed was filed with the Securities and Exchange Commission on
February 6, 2017 (the Offering and such options, the Galvin
Offering Options). Such options were granted in accordance with
the terms of the SG Blocks, Inc. Stock Incentive Plan and the SG
Blocks, Inc. Nonqualified Stock Option Agreement between the
Company and Mr. Galvin. The Galvin Offering Options have an
exercise price based on the price per Share at which the public
purchases Shares in the Offering and vest upon the achievement of
certain performance thresholds, as defined in the option
agreement. The Galvin Agreement further provides that, if
terminated by the Company at any time other than for Cause, as
defined therein, Mr. Galvin is entitled to a severance payment
equal to the greater of (i) the remainder of his base annual
salary or (ii) one year of the his base annual salary, in either
case payable by the Company in installments equal to one-twelfth
of his annual base salary. Such severance payment is subject to
offset in the event Mr. Galvin obtains alternative employment
before the end of the one-year period immediately following the
date of termination. Mr. Galvins unvested stock options, except
for the Galvin Offering Options, will also vest and become
immediately exercisable in the event of termination without
Cause.

Mr. Shettys Employment Agreement (the Shetty Agreement) provides
for an annual base salary of $180,000 and the receipt of 55,838
Employment Options and 13,200 2016 Options. Mr. Shetty is also
eligible to receive options to purchase 132,446 Shares granted in
connection with the Offering (the Shetty Offering Options). Such
options were granted in accordance with the terms of the SG
Blocks, Inc. Stock Incentive Plan and the SG Blocks, Inc.
Nonqualified Stock Option Agreement between the Company and Mr.
Shetty. The Shetty Offering Options have an exercise price based
on the price per Share at which the public purchases Shares in
the Offering and vest upon the achievement of certain performance
thresholds, as defined in the option agreement. The Shetty
Agreement further provides that, if Mr. Shetty is terminated by
the Company at any time other than for Cause, as defined therein,
he shall receive a severance payment equal to one year of his
annual base salary, payable by the Company in twelve equal
installments. Such severance payment is subject to offset in the
event Mr. Shetty obtains alternative employment before the end of
the one-year period immediately following the date of
termination. Mr. Shettys unvested stock options, except for the
Shetty Offering Options, will also vest and become immediately
exercisable in the event of termination without Cause.

Mr. Armstrongs Employment Agreement (the Armstrong Agreement)
provides for an annual base salary of $140,000 and the receipt of
21,281 Employment Options and 13,200 2016 Options. Such options
were granted in accordance with the terms of the SG Blocks, Inc.
Stock Incentive Plan and the SG Blocks, Inc. Nonqualified Stock
Option Agreement between the Company and Mr. Armstrong. The
Armstrong Agreement provides that, if Mr. Armstrong is terminated
by the Company during the Initial Term other than for Cause, as
defined therein, he shall receive a severance payment equal to
one year of his annual base salary, payable by the Company in
twelve equal installments. Such severance payment is subject to
offset in the event Mr. Armstrong obtains alternative employment
before the end of the one-year period immediately following the
date of termination.

The foregoing descriptions of the Employment Agreements are
qualified in their entirety by reference to the full text of the
Employment Agreements, which are attached as Exhibits 10.1, 10.2
and 10.3 to this Current Report on Form 8-K and incorporated in
this Item 5.02 by reference.

(d)Exhibits

About SG BLOCKS, INC. (OTCMKTS:SGBXQ)

SG Blocks, Inc., through SG Building Blocks, Inc. (SG Building), provides code engineered cargo shipping containers. SG Building modifies and delivers containers. SG Building enables developers, architects, builders and owners to achieve greener construction. In addition to providing code engineered cargo shipping containers for construction use, SG Building is engaged in structural steel framing systems. SG Building first selects shipping containers appropriate for the project, which are then designed and engineered. These steel containers are then modified or manufactured under contract into a structure, which is referred as SG Blocks. A combination of engineering and architecture is used to make the containers adaptable for a variety of commercial and residential uses. SG Blocks can be used to build a range of construction, from traditional to modern.

SG BLOCKS, INC. (OTCMKTS:SGBXQ) Recent Trading Information

SG BLOCKS, INC. (OTCMKTS:SGBXQ) closed its last trading session at 0.00770 with 4,500 shares trading hands.