SNAP INTERACTIVE, INC. (OTCMKTS:STVID) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Item5.02.

Employment Agreement

Effective May 5, 2017, Snap Interactive Inc. (the
Company) entered into an employment
agreement (the Employment Agreement)
with Eric Sackowitz (Mr. Sackowitz).
The Employment Agreement sets forth, among other things, Mr.
Sackowitzs employment responsibilities, term of employment and
base salary.

The Employment Agreement retains Mr. Sackowitz as the Companys
Chief Technology Officer. The Employment Agreement provides for a
one (1) year term with automatic successive one (1) year renewals
unless earlier terminated in accordance with its terms. Under the
Employment Agreement, Mr. Sackowitz is entitled to receive a base
salary of two hundred sixty five thousand dollars ($265,000) per
year, effective retroactively to February 1, 2017, and is
eligible to receive an annual incentive bonus for the 2017
calendar year of up to sixty thousand dollars ($60,000), with
fifteen thousand dollars ($15,000) of such bonus being guaranteed
and the remaining forty-five thousand dollars ($45,000) of such
bonus being based on the achievement of performance metrics to be
decided by the Chief Executive Officer, in his sole discretion.
Mr. Sackowitzs annual incentive bonuses in subsequent calendar
years shall be determined by the Board of Directors of the
Company (the Board), based on criteria
to be established jointly by the Chief Executive Officer and Mr.
Sackowitz. The payment of Mr. Sackowitzs annual incentive bonus
is contingent on him being employed by the Company on the date
that such bonus is paid.

In addition, the Employment Agreement contains customary
provisions relating to confidentiality, non-solicitation,
non-disparagement and non-competition.

to the Employment Agreement, if Mr. Sackowitzs employment is
terminated (i) upon death or permanent disability (as defined in
the Employment Agreement), (ii) by the Company with cause (as
defined in the Employment Agreement), (iii) by the Company
without cause (as defined in the Employment Agreement), (iv) by
Mr. Sackowitz for good reason (as defined in the Employment
Agreement), (v) by Mr. Sackowitz for other than for good reason
(as defined in the Employment Agreement), or (vi) because the
Company elects not to renew the Employment Agreement and Mr.
Sackowitzs employment terminates as a result of such non-renewal,
Mr. Sackowitz shall be entitled to (a) the base salary earned by
him before the effective date of termination, (b) any
unreimbursed reasonable business expenses and (c) any amounts to
which Mr. Sackowitz is entitled to under the Company’s benefit
plans in accordance with their terms.

Additionally, if (i) the Company elects not to renew the
Employment Agreement and Mr. Sackowitzs employment terminates as
a result of such non-renewal, (ii) the Company terminates Mr.
Sackowitzs employment without cause or (iii) Mr. Sackowitz
terminates his employment for good reason, then the Company
shall, subject to Mr. Sackowitzs execution of a general release
of claims in favor of the Company, and, subject to Mr. Sackowitzs
compliance with certain provisions of the Employment Agreement,
provide to Mr. Sackowitz, in addition to the amounts set forth
above, an amount equal to three (3) months of Mr. Sackowitzs
then-current annualized base salary, payable in three (3) equal
monthly installments commencing on the Companys first regular
payroll date after the release of claims provided by Mr.
Sackowitz has become effective and binding upon Mr. Sackowitz.
Additionally, if Mr. Sackowitz is eligible and timely elects to
continue his health insurance coverage to the Consolidated
Omnibus Budget Reconciliation Act of 1984
(COBRA), and subject to Mr. Sackowitzs
execution of the release of claims referred to above, the Company
will continue to pay its portion of Mr. Sackowitzs monthly health
insurance premiums for the earlier of (a) the three (3) months
following the effective date of termination of Mr. Sackowitzs
employment or (b) the date Mr. Sackowitzs coverage under such
group health plans terminates for any reason; provided that the
Companys payment of such premiums shall be limited to the same
proportion of the cost of coverage under the Companys group
health plans as the Company pays on behalf of its employees
generally (the COBRA Entitlement).

If, during the sixty (60) day period immediately prior to a
change in control (as defined in the Employment Agreement) or
during the one (1) year period beginning on the date of a change
in control, (a) Mr. Sackowitzs employment is terminated by the
Company (or by the acquiring or successor business entity
following a change in control) other than for cause or (b) Mr.
Sackowitz terminates his employment with the Company (or with the
acquiring or successor business entity following a change in
control) for good reason, then, Mr. Sackowitz shall receive, in
lieu of the severance benefits described above and subject to Mr.
Sackowitzs execution of a general release of claims as provided
in the Employment Agreement, a severance benefit in an amount
equal to three (3) months of Mr. Sackowitzs annualized base
salary as in effect on the date of the change in control plus
three (3) months of the COBRA Entitlement.

The foregoing description of the Employment Agreement does not
purport to be complete and is qualified in its entirety by
reference to Mr. Sackowitzs Employment Agreement, a copy of which
is filed as Exhibit 10.1 to this Current Report on Form 8-K and
is incorporated by reference herein.

Stock Option Awards

Effective May 5, 2017, the Compensation Committee of the Board
awarded Mr. Sackowitz a stock option to a Nonqualified Stock
Option Agreement (the Stock Option
Agreement). The stock option represents the right
to buy twenty-eight thousand five hundred seventy-one (28,571)
shares of the Companys common stock at an exercise price equal to
$3.36 per share of common stock. The stock option vests and
becomes exercisable in four (4) separate tranches of twenty five
percent (25%) each, with the first tranche vesting on the one (1)
year anniversary of the date of grant and the remaining three (3)
tranches vesting on one (1) year intervals thereafter; provided
that Mr. Sackowitz is providing services to the Company on such
dates and subject to early termination or forfeiture in
accordance with the terms of the Stock Option Agreement.

In addition, on May 5, 2017, the Company entered into an option
cancellation and release agreement with Mr. Sackowitz (the
Cancellation Agreement), to which the
Company cancelled a stock option that was awarded to Mr.
Sackowitz on October 7, 2016 (the Cancelled
Option). The Cancelled Option represented the right
to purchase fifteen thousand six hundred seventy-eight (15,678)
shares of the Companys common stock at an exercise price of $6.65
per share. to the Cancellation Agreement, Mr. Sackowitz generally
released all claims against the Company related to his right to
acquire shares of the Companys common stock to the Cancelled
Option. As consideration for Mr. Sackowitz agreeing to forfeit
the Cancelled Option, on May 5, 2017, the Compensation Committee
of the Board awarded Mr. Sackowitz a stock option representing
the right to purchase fifteen thousand six hundred seventy-eight
(15,678) shares of the Companys common stock at an exercise price
equal to $3.36 per share (the Replacement
Option). The shares of common stock underlying the
Replacement Option fully vested on the date of grant.

The foregoing description of the Stock Option Agreement and the
Replacement Option does not purport to be complete and is
qualified in its entirety by reference to the Form of
Nonqualified Stock Option Agreement awarded under the Snap
Interactive, Inc. 2016 Long-Term Incentive Plan, which was filed
as Exhibit 10.2 to the Companys Quarterly Report on Form 10-Q
filed on August 11, 2016 by the Company with the Securities and
Exchange Commission. The foregoing description of the
Cancellation Agreement does not purport to be complete and is
qualified in its entirety by reference to the Cancellation
Agreement, a copy of which is filed as Exhibit 10.2 to this
Current Report on Form 8-K and is incorporated by reference
herein.

Section 9 Financial Statements and
Exhibits

(d) Exhibits.

About SNAP INTERACTIVE, INC. (OTCMKTS:STVID)

Snap Interactive, Inc. operates a portfolio of dating applications. The Company’s dating applications include FirstMet and The Grade. The Company provides an online dating application under the FirstMet brand that is native on Facebook, iPhone operating systems (iOS) and Android platforms, and is also accessible on mobile devices and desktops at FirstMet.com. The FirstMet application is available to users and active subscribers. The Company’s online dating application under The Grade brand is native on iOS and Android. The Grade is a mobile dating application that holds users accountable to a standard of behavior by using an algorithm that assigns letter grades to users ranging from A+ to F, based on profile quality, messaging quality and reviews from other users of the application. Users with a grade of D receive a warning and instructions on how to improve their grade, while users failing to improve an F grade are at risk of expulsion.

SNAP INTERACTIVE, INC. (OTCMKTS:STVID) Recent Trading Information

SNAP INTERACTIVE, INC. (OTCMKTS:STVID) closed its last trading session down -0.01 at 3.35 with shares trading hands.