Item 5.02 Departure of Directors or
Certain Officers;
Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
Effective as of January 1,
2023, Christopher Devall, was appointed as the Chief Operating Officer of Dominari Holdings Inc. (the “Company”). Mr. Devall,
40, has served as the Vice President of Operations of the Company since July 1, 2022, and was a member of its advisory board from April
2022 to June 2022. Mr. Devall served as senior operations department head in the Department of Defense from February 2019 to June 2022,
and as a senior operations department manager from April 2016 to January 2019. He is a retired military veteran and received his Masters
of Business Administration from the University of Virginia Darden School of Business and holds a B.S. in Strategic Studies and Defense
Analysis from Norwich University. Mr. Devall has no family relationship with any of the executive officers or directors of the Company.
There are no arrangements or understandings between Mr. Devall and any other person pursuant to which he was appointed as an officer
of the Company.
In accordance with the terms
of Mr. Devall’s Employment Agreement with the Company, dated as of July 1, 2022, and which is for a term of five (5) years (the
“Employment Agreement”), Mr. Devall was employed by the Company as the Vice President of Operations. Under the provisions
of the Employment Agreement, Mr. Devall was to become Chief Operating Officer of the Company on July 1, 2024, but the Company and Mr.
Devall entered into an Amendment to the Employment Agreement, dated as of January 1, 2023 (the “Amendment” and collectively
with the Employment Agreement, the “Amended Employment Agreement”), pursuant to which his appointment as Chief Operating Officer
of the Company was accelerated to January 1, 2023, and his base salary was increased to $350,000 per year, as of January 1, 2023.
Pursuant to the
terms of the Amended Employment Agreement, Mr. Devall’s base salary is $350,000 per year, subject to regular annual review,
payable in accordance with the standard payroll practices of the Company, and subject to all withholdings and deductions, as
required by law. In addition to the payment of base salary, Mr. Devall received a signing bonus in the form of a restricted
stock grant of 8,068 shares of the Company’s common stock, which was fully vested on January 1, 2023. The Amended Employment
Agreement also provides for a grant of restricted stock to Mr. Devall with a value of $1,000,000, on the later of July 1, 2022,
or such date as there are a sufficient number of shares of common stock reserved under any of the Company’s equity incentive
plans for the awarding of such shares of restricted stock. This restricted stock award has not yet been granted. Upon grant, the
award will vest in equal amounts over a period of twelve (12) consecutive calendar quarters, subject to certain rights of
acceleration upon a change of control and as otherwise provided in the Amended Employment Agreement. Mr. Devall is also entitled to
an annual bonus, as determined by the Company’s Compensation Committee, based on certain performance criteria, provided that
such annual bonus will not be less than $50,000. Annual bonuses and all stock-based compensation are subject to certain clawback
rights as provided in the Amended Employment Agreement.
Mr. Devall is also entitled
to the payment or reimbursement of up to $10,000 per month for reasonable out-of-pocket expenses. Pursuant to the terms of the Employment
Agreement, Mr. Devall is also provided with all health and other benefits provided by the Company to its senior executive employees.
The Amended Employment
Agreement also provides for customary events of termination of employment and provides that in the event of termination as a result
of Mr. Devall’s death or disability, Mr. Devall is entitled to severance consisting of (i) twelve (12) months of his then
current base salary, payable in a lump sum, less withholding of applicable taxes, within thirty (30) days of the date of
termination; (ii) if he elects continuation coverage for group health coverage pursuant to COBRA, then for a period of twelve (12)
months following the termination of Mr. Devall’s employment the Company will pay such amount of the COBRA premiums so that Mr.
Devall is only required to pay the portion of the premiums that active employees are required to pay; and (iii) payment on a
pro-rated basis of any annual bonus or other payments earned in connection with any bonus plan to which Mr. Devall was a participant
as of the date of death or disability. In the event of termination of Mr. Devall’s employment (i) as a result of the
non-renewal of the Amended Employment Agreement by the Company at the end of the then current term, (ii) by Mr. Devall for Good
Reason (as such term is defined in the Amended Employment Agreement), (iii) by the Company, without cause, or (iv) by Mr. Devall,
in the event of a change in control, then Mr. Devall is entitled to the same severance as provided above. Additionally, if
termination is by Mr. Devall for Good Reason or by the Company, without cause, then all equity grants held by Mr. Devall will
immediately vest.
The above description of the Amended Employment
Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Employment Agreement and
the Amendment filed herewith as Exhibit 10.1 and Exhibit 10.2, respectively.