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

Richard Carlson

On January 29, 2020, the registrant entered into an employee agreement amendment with Richard Carlson, the registrant’s Chief Executive Officer and President. The employee agreement amendment, among other things, (i) change’s Mr. Carlson’s base salary to $350,200 per year; and (ii) sets Mr. Carlson’s annual bonus target amount at $122,570 (the Quarterly Bonus target amount is $30,643) to the 2019 Executive Bonus Plan.

Mr. Carlson was also granted: (i) stock options to purchase 19,978 shares of the registrant’s common stock at an exercise price of $12.39 per share; and (ii) 22,589 restricted stock units (“RSU’s”). The options vest over a 4-year period, with 1/48 vesting each month. 12,500 of the RSU’s vest as follows: 33% vest on February 21, 2020 with remaining vesting quarterly in equal installments of 1/12 thereafter commencing on April 1, 2020. These RSU’s represent RSU’s authorized prior to the effective date of the registrant’s 2019 Equity Plan that were not granted to Mr. Carlson. 10,089 of the RSU’s vest as follows: 5.56% vest on April 1, 2020 with remaining vesting quarterly in equal installments of 1/12 thereafter commencing on April 1, 2020.

The description of Mr. Carlson’s employee agreement amendment is not complete and is qualified in its entirety by reference to the employee agreement amendment attached hereto as Exhibit 10.1, which is incorporated by reference herein.

Travis Whitton

On January 29, 2020, the registrant entered into an employee agreement amendment with Travis Whitton, the registrant’s Chief Technology Officer. The employee agreement amendment, among other things, (i) change’s Mr. Whitton’s base salary to $206,000 per year; and (ii) sets Mr. Whitton’s annual bonus target amount is set at $51,500 (the Quarterly Bonus target amount is $12,875) to the 2019 Executive Bonus Plan.

Mr. Whitton was also granted: (i) stock options to purchase 11,747 shares of the registrant’s common stock at an exercise price of $12.39 per share and (ii) 13,286 RSU’s. The options vest over a 4 year period, with 25% vesting on the first anniversary of the grant date and an additional 1/48 of the original number of options vesting every month thereafter. 7,353 of the RSU’s vest as follows: 33% vest on February 21, 2020 with remaining vesting quarterly in equal installments of 1/12 thereafter commencing on April 1, 2020. These RSU’s represent RSU’s authorized prior to the effective date of the registrant’s 2019 Equity Plan that were not granted to Mr. Whitton. 5,933 of the RSU’s vest as follows: 33% vest on February 21, 2021 with remaining vesting quarterly in equal installments of 1/12 thereafter commencing on April 1, 2021.

The description of Mr. Whitton’s employee agreement amendment is not complete and is qualified in its entirety by reference to the employee agreement amendment attached hereto as Exhibit 10.6, which is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits

* Included herewith.

SharpSpring, Inc. Exhibit
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About SharpSpring, Inc. (NASDAQ:SHSP)

SharpSpring, Inc., formerly SMTP, Inc., is a cloud-based marketing technology company. The Company’s SharpSpring marketing automation platform uses features, such as Web tracking, lead scoring and automated workflow to enable businesses deliver messages to the customers. The SharpSpring marketing automation solution offers digital marketing tools to small and medium-sized businesses and is primarily sold to marketing agencies using the platform on behalf of their clients. The Company offers a SMTP relay product, which is designed to send high volumes of e-mail messages. The Company offers the GraphicMail e-mail campaign management solution to customers globally. The GraphicMail platform is focused on e-mail, social and mobile marketing and is used by companies wishing to communicate with a list of subscribers or customers. The Company’s platform is used by agencies, agency clients and direct end users.