Spark Networks, Inc. (NYSEMKT:LOV) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Item5.02

On December13, 2016, Spark Networks, Inc. (the Company) entered
into an amended and restated employment agreement (the Amended
Employment Agreement) with Robert OHare, the Companys Chief
Financial Officer (the Executive). A summary of the material
terms of the Amended Employment Agreement is set forth below.

Term. The term of the Amended Employment Agreement
commences on January1, 2017 and shall continue until terminated
to the terms of the Amended Employment Agreement. The Amended
Employment Agreement is terminable for any reason or no reason by
either the Company or the Executive. Any such termination shall
not be effective, however, until at least thirty (30)days
following receipt of written notice of such termination by the
other party.

Compensation. During the term, the Company shall pay the
Executive an annual base salary of $305,000. During the term, the
base salary may not be increased or decreased.The Executive also
shall be eligible to receive a short-term annual cash incentive
(STI) payment of $24,000 based upon specific operational goals to
be determined by the board of directors of the Company (the
Board) or the Compensation Committee of the Board.

Termination of Employment. Either the Company or
Executive may terminate Executives employment at any time, with
or without Cause (as defined in the Amended Employment
Agreement), during the term of the Amended Employment Agreement.
In the event the Executives employment terminates as described
below under clauses (i)through (iii) or Executive is terminated
by the Company for Cause, the Company shall pay to Executive upon
Executives termination of employment: (i)the prorated base salary
earned as of the date of Executives termination of employment,
plus (ii)the accrued but unused vacation as of the date of
Executives termination of employment, plus (iii)a pro rata amount
of Executives STI payment for the year in which Executives
employment terminates based on the number of days Executive was
employed by the Company during such year (provided that in the
event of Executives voluntary resignation during the Retention
Period (defined below), Executive shall be entitled to a pro rata
amount of Executives STI as set forth below in (i)). Any unvested
equity interests held by Executive shall be forfeited upon the
employment termination date, except as otherwise provided in the
Amended Employment Agreement.

(i) In addition to any payments set forth above, in the event
that the Company causes to occur an involuntary termination
without Cause, Executive resigns from employment with the Company
for Good Reason (as defined in the Amended Employment Agreement)
during the term or Executive voluntarily resigns during the
period after May31, 2016 but prior to July31, 2017 (the Retention
Period), Executive shall be entitled to a Severance Package that
consists of the following: (a)a single cash lump sum Severance
Payment equal to 50% of Executives base salary, payment to be
made on the sixtieth (60^th) day following such termination,
(b)reimbursement of any COBRA payments paid by Executive in the
twelve (12)month period following Executives termination of
employment to the extent Executive is not eligible for similar
coverage through another employer, and (c)in the event of
Executives voluntary resignation during the Retention Period, a
pro rata amount of Executives STI payment for the year in which
Executives employment terminates based on the number of days
Executive was employed by the Company during such year.
Executives eligibility for such Severance Package will be
conditional on Executive executing a Separation Agreement that
includes a general mutual release by the Company and Executive in
favor of the other.

(ii) In addition to any payments set forth above, but not as set
forth in paragraph (i)above, in the event of a Change in Control
(as defined in the Amended Employment Agreement), and following
the Change in Control, Executive resigns for any of the three
following reasons: (a)Executives base salary is reduced by the
Company; (b)a reduction in Executives title, or a material
reduction in Executives duties, authorities, and/or
responsibilities; or (c)a requirement by the Company, without
Executives consent, that Executive relocate to a location greater
than thirty-five (35)miles from Executives place of residence,
then Executive shall be entitled to a Severance Package that
consists of the following: (y)a single cash lump sum Severance
Payment equal to 50% of Executives base salary, payment to be
made on the sixtieth (60^th) day following such termination,
and (z)reimbursement of any COBRA payments paid by Executive in
the twelve (12)month period following Executives termination of
employment to the extent Executive is not eligible for similar
coverage through another employer. Executives eligibility for
such Severance Package will be conditional on Executive executing
a Separation Agreement that includes a general mutual release by
the Company and Executive in favor of the other.

(iii) In the event that Executive dies or terminates employment
by reason of a Disability (as defined in the Amended Employment
Agreement) during the term, Executive shall be entitled to
(a)payment of the unpaid prorated base salary earned as of the
date of Executives death or Disability (the Measurement Date),
and (b)reimbursement of any COBRA payments paid by Executive or
his estate or beneficiaries in the twelve (12)month period
following the Measurement Date.

Change of Control. In the event of a Change in Control
(as defined in the Amended Employment Agreement), 50% of any
restricted stock units granted to Executive by the Company that
are not yet vested shall vest immediately upon such Change in
Control.

Other Terms. Subject to certain exceptions as provided
in the Amended Employment Agreement, during Executives employment
with the Company and for a period of twelve (12)months
thereafter, Executive has agreed that he will not knowingly,
separately or in association with others, materially and
substantially interfere with, impair, disrupt or damage (i)the
Companys relationship with any of the customers of the Company
with whom Executive has had contact by contacting them for the
purpose of inducing or encouraging any of them to divert or take
away business from the Company and to an enterprise that is in
direct competition with the Company Business or (ii)the Companys
business by directly contacting any Company officers or key
employees for the purpose of inducing or encouraging them to
discontinue their employment with the Company.

The foregoing summary of the Amended Employment Agreement is
qualified in its entirety by the text of the Amended Employment
Agreement, a copy of which is attached hereto as Exhibit 10.1 and
incorporated herein by reference.

About Spark Networks, Inc. (NYSEMKT:LOV)

Spark Networks, Inc. is engaged in creating brands and communities that help individuals form life-long relationships with others that share their interests and values. The Company operates through four segments, such as Jewish Networks, which consists of JDate, JDate.co.uk, JDate.fr, JDate.co.il, Cupid.co.il and JSwipe; Christian Networks, which consists of ChristianMingle, CrossPaths, ChristianMingle.co.uk, ChristianMingle.com.au, Believe.com, ChristianCards.net, DailyBibleVerse.com and Faith.com; Other Networks, which consists of Spark.com and related other general market Websites, as well as other properties, which primarily consists of sites focused towards various religious, ethnic, geographic and special interest groups, and Offline & Other Businesses segment, which consists of revenue generated from offline activities. The Company operates a number of international Websites and mobile applications, and maintains its physical presence in both the United States and Israel.

Spark Networks, Inc. (NYSEMKT:LOV) Recent Trading Information

Spark Networks, Inc. (NYSEMKT:LOV) closed its last trading session up +0.06 at 1.02 with 75,408 shares trading hands.