Item 5.02 Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective
as of May 1, 2023 (the “Effective Date”), Matthew B. McCullough, 37, was appointed as the General Counsel of Dominari Holdings
Inc. (the “Company”). Mr. McCullough has served as the Company’s outside legal counsel since January 1, 2023. Prior
to joining the Company, Mr. McCullough was a corporate lawyer with Ellenoff Grossman & Schole LLP in New York, New York beginning
in July 2015. In his prior role, his practice was focused on representing issuers, underwriters, placement agents, and institutional investors
in debt and equity capital markets transactions. He received his Bachelor of Science in Business Administration with a concentration in
Finance, cum laude, from Ramapo College of New Jersey. Mr. McCullough received his Juris Doctorate, cum laude, from Brooklyn
Law School in 2013. He is admitted to practice law in the State of New York and is a member of the New York Bar Association. He has no
family relationship with any of the executive officers or directors of the Company. There are no arrangements or understandings between
Mr. McCullough and any other person pursuant to which he was appointed as an officer of the Company.
In accordance with the terms
of Mr. McCullough’s Employment Agreement with the Company, dated as of May 1, 2023 (the “Employment Agreement”), he
will serve as the Company’s General Counsel for an initial term of five (5) years. Mr. McCullough’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. The Employment Agreement also provides for a grant of nonqualified
stock options to him under and subject to the terms of the Company’s 2022 Equity Incentive Plan (the “2022 EIP”) to
purchase shares of the Company’s common stock with a fair market value (as determined under the 2022 EIP) on the grant date of $100,000,
on or before May 31, 2023. The options have not yet been granted. Upon grant, the options will vest in equal amounts over a period of
three (3) years on the anniversary of the grant date, subject to certain rights of acceleration upon a change of control and as otherwise
provided in the Employment Agreement. Mr. McCullough is also entitled to an annual bonus, as determined by the Company’s Compensation
Committee, in its sole discretion. Annual bonuses and all stock-based compensation are subject to certain clawback rights as provided
in the Employment Agreement.
In addition to the foregoing,
within thirty (30) days of the Effective Date, Mr. McCullough will receive a payment of $100,000 in the form of a five-year annually amortizing
loan with interest at the mid-term applicable federal rate (the “Loan Agreement”). All remaining payments under the Loan Agreement
will become immediately due and payable in the event Mr. McCullough’s employment with the Company is terminated by him or the Company,
either voluntarily or involuntarily, at any time prior to the loan having been paid in full. Concurrent with each monthly anniversary
of the loan and provided that Mr. McCullough remains an employee of the Company at such time, he will receive a bonus payment equal to
the current payment then owed under the Loan Agreement, less applicable withholding taxes.
Mr. McCullough is also
entitled to the payment or reimbursement of all reasonable out-of-pocket expenses. and is also provided with all health and other benefits
provided by the Company to its senior executive employees.
The Employment Agreement also
provides for customary events of termination of employment and provides that in the event of termination as a result of Mr. McCullough’s
death or disability, Mr. McCullough is entitled to severance consisting of (i) six (6) months of his then current base salary; (ii) payment
on a pro-rated basis of an annual bonus for the year of termination (which shall be deemed to equal 50% of his then current base salary);
(iii) any unpaid annual bonus earned for the prior year; and (iv) any other payments earned in connection with any bonus plan to which
Mr. McCullough was a participant as of the date of death or disability. In the event of termination of Mr. McCullough’s employment
(i) as a result of the non-renewal of the Employment Agreement by the Company at the end of the then current term, (ii) by Mr. McCullough,
for Good Reason (as such term is defined in the Employment Agreement), or (iii) by the Company, without Cause (as such term is defined
in the Employment Agreement), then Mr. McCullough is entitled to the same severance as provided above. Additionally, if termination is
by Mr. McCullough, for Good Reason, or by the Company, without Cause, or upon a change in control, then all equity grants held by Mr.
McCullough will immediately vest.
The above description of the
Employment Agreement, the Loan Agreement, and the Bonus Agreement does not purport to be complete and is qualified in its entirety by
reference to the full text of the Employment Agreement, the Loan Agreement, and the Bonus Agreement filed herewith as Exhibit 10.1, Exhibit
10.2, and Exhibit 10.3.
