Form 8-K

8-K — AUDIOEYE INC

Accession: 0001104659-26-056647

Filed: 2026-05-07

Period: 2026-05-04

CIK: 0001362190

SIC: 7372 (SERVICES-PREPACKAGED SOFTWARE)

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

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — tm2613765d1_8k.htm (Primary)

EX-10.1 — EXHIBIT 10.1 (tm2613765d1_ex10-1.htm)

EX-10.2 — EXHIBIT 10.2 (tm2613765d1_ex10-2.htm)

EX-99.1 — EXHIBIT 99.1 (tm2613765d1_ex99-1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — FORM 8-K

8-K (Primary)

Filename: tm2613765d1_8k.htm · Sequence: 1

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0001362190

2026-05-04

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington,

DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event

reported): May 4, 2026

AUDIOEYE, INC.

(Exact name of registrant as specified in

charter)

Delaware

001-38640

20-2939845

State of Other Jurisdiction of

Incorporation

Commission File Number

IRS Employer Identification No.

5210 E. Williams Circle, Suite 750

Tucson, Arizona 85711

(Address of principal executive offices / Zip Code)

(866) 331-5324

(Registrant’s

telephone number, including area code)

Check the appropriate box below if the Form

8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act.

Soliciting material pursuant to Rule 14a-12 under the Exchange Act.

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Common Stock, par value $0.00001 per share

AEYE

The Nasdaq Capital Market

Indicate by check mark whether the registrant

is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the

Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check

mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting

standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 5.02 Departure of Directors or Certain Officers; Election of Directors;

Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Officer and Director

Appointments

May 4, 2026 (the “Effective Date”), the Board of Directors (the “Board”) of AudioEye, Inc. (the “Company”)

elected Kelly Georgevich, the Company’s Chief Financial Officer, to the additional roles of Chief Executive Officer and Secretary.

Ms. Georgevich will remain the Company’s Chief Financial Officer until a successor is identified. On the Effective Date, the

Board also elected David Moradi, previously the Company’s Chief Executive Officer, to the positions of Executive Chairman of the

Board and Chief Product Officer.

addition, on the Effective Date, the Board increased the size of the Board and elected Ms. Georgevich as a director, to serve until

the 2026 annual meeting of stockholders and until her successor is elected and qualified, or until her earlier death, resignation or removal.

Ms. Georgevich,

age 43, has served as the Chief Financial Officer of the Company since June 2021. Ms. Georgevich has over 15 years of experience

with high-growth companies with a specific focus on software-as-a-service and technology. Prior to joining the Company, Ms. Georgevich

served as the chief financial officer of sticky.io, Inc., an e-commerce platform, since September 2018, and as vice president

of finance from March 2015 until September 2018. Prior to sticky.io, she served as controller at Fuzebox Software Corporation

where she supported the company through a successful acquisition. She also served on the Board of Directors for Girls in Tech as secretary

and treasurer from 2015 until 2020.

There are no arrangements

or understandings between Ms. Georgevich and any other person pursuant to which Ms. Georgevich was selected as an officer or

director of the Company. There are no family relationships between Ms. Georgevich and any director or executive officer of the Company.

Ms. Georgevich is not and has not been a party to any transaction requiring disclosure pursuant to Item 404(a) of Regulation

S-K.

Employment Agreement

with Ms. Georgevich

connection with her election as Chief Executive Officer, the Company and Ms. Georgevich entered into an Amended and Restated Employment

Agreement (the “Georgevich Employment Agreement”), dated as of May 4, 2026. Under the Georgevich Employment Agreement,

Ms. Georgevich will receive an annual base salary of $450,000. The Georgevich Employment Agreement also provides that the Company

will pay Ms. Georgevich a cash bonus in the amount of $28,877 (representing a pro rata portion of her bonus opportunity for calendar

year 2026 under her prior employment agreement) on the Company’s next regularly scheduled payroll date.

The

Georgevich Employment Agreement further provides that, on the Effective Date, the Company will grant Ms. Georgevich 50,000 restricted

stock units (“RSUs”) and 60,000 performance stock units (“PSUs”). The RSUs will vest as follows: (a) 8,333

on June 30, 2026, (b) 12,500 on September 30, 2026, (c) 12,500 on December 31, 2026, (d) 12,500 on March 31,

2027, and (e) 4,167 on May 4, 2027. Of the PSUs, 43,333 PSUs will be eligible to vest based on the Company’s achievement

of certain performance targets for 2026 established by the Compensation Committee, and 16,667 PSUs will be eligible to vest based on performance

targets to be established by the Compensation Committee in connection with the Company’s 2027 annual budget. In addition, on the

Effective Date, Ms. Georgevich was granted 2,264 fully vested shares of Company common stock.

addition, the Georgevich Employment Agreement provides that on the Effective Date, each unvested time-based RSU held by Ms. Georgevich

(not including the new awards as described above) will vest on a pro rata basis through and including the Effective Date. Any such RSUs

that do not so vest will be forfeited and cancelled on the Effective Date.

The

Georgevich Employment Agreement provides that if the Company terminates Ms. Georgevich’s employment for a reason other than

death, Disability (as defined in the Georgevich Employment Agreement), or Cause (as defined in the Georgevich Employment Agreement), or

if Ms. Georgevich terminates her employment for Good Reason (as defined in the Georgevich Employment Agreement), then the Company

shall pay or provide all of the following: (i) reimbursement of any and all reasonable business expenses paid or incurred through

the termination date; (ii) receipt of any accrued but unused vacation through the termination date in accordance with Company policy;

(iii) receipt of any earned but unpaid base salary through her last date of employment with the Company; and (iv) subject to

Ms. Georgevich’s satisfying certain release conditions described in the Georgevich Employment Agreement, receipt of an amount

equal to a portion of the her base salary as set forth below and certain medical benefits as described below.

The

base salary portion of the separation payment described above shall be six months of her base salary (at the rate that was in effect at

the time of termination). Additionally, subject to Ms. Georgevich’s timely election of continuation coverage under the Consolidated

Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) with respect to the Company’s group health insurance

plans in which she participated immediately prior to the termination date, the Company will pay the cost of COBRA continuation coverage

for Ms. Georgevich and her eligible dependents until the earliest of (i) Ms. Georgevich and her eligible dependents, as

the case may be, ceasing to be eligible under COBRA; (ii) the date upon which she and her eligible dependents become covered under

similar plans; or (iii) six months following the termination date.

The

Georgevich Employment Agreement also provides that if a Change of Control (as defined in the Georgevich Employment Agreement) occurs and,

on or within 12 months following the occurrence of such Change of Control, Ms. Georgevich’s employment with the Company (or

its successor) terminates involuntarily for a reason other than Cause or terminates because of resignation for Good Reason, then all unvested

RSUs held by her will vest in full as of her termination date and all unvested PSUs held by her will vest as of her termination date based

on deemed achievement of the applicable performance target (at any applicable target level).

The

foregoing description of the Georgevich Employment Agreement is qualified in its entirety by reference to the full text of the Georgevich

Employment Agreement, a copy of which is filed as Exhibit 10.1 to this Form 8-K and incorporated herein by reference.

Employment Agreement

with Mr. Moradi

connection with his election as Executive Chairman and Chief Product Officer, the Company and Mr. Moradi entered into a Second Amended

and Restated Employment Agreement (the “Moradi Employment Agreement”), dated as of May 4, 2026. Under the Moradi Employment

Agreement, Mr. Moradi will continue to receive an annual base salary of $1, as well as payments equal to the value of full health

benefits offered by the Company, not to exceed $10,000 annually.

The

Moradi Employment Agreement further provides that, on the Effective Date, the Company will grant Mr. Moradi 58,000 RSUs and 69,600

PSUs. The RSUs will vest as follows: (a) 9,667 on June 30, 2026, (b) 14,500 on September 30, 2026, (c) 14,500

on December 31, 2026, (d) 14,500 on March 31, 2027, and (e) 4,833 on May 4, 2027. Of the PSUs, 50,267 PSUs will

be eligible to vest based on the Company’s achievement of certain performance targets for 2026 established by the Compensation Committee,

and 19,333 PSUs will be eligible to vest based on performance targets to be established by the Compensation Committee in connection with

the Company’s 2027 annual budget.

addition, the Moradi Employment Agreement provides that on the Effective Date, each outstanding time-based RSU held by Mr. Moradi

(not including the new awards as described above) will vest on a pro rata basis through and including the Effective Date. Any such RSUs

that do not so vest, as well as all outstanding performance shares held by Mr. Moradi, will be forfeited and cancelled on the Effective

Date.

The Moradi Employment Agreement

provides that if, on or prior to the first anniversary of the Effective Date, the Company terminates Mr. Moradi’s employment

without Cause (as defined in the Moradi Employment Agreement) or his employment terminates due to his death, then all unvested time-based

RSUs held by him will vest in full. Further, in the event of a Change in Control that involves a Corporate Transaction (each as defined

in the Company’s 2020 Equity Incentive Plan), all unvested time-based RSUs held by him shall become fully vested immediately prior

to the effective time of such Change in Control.

The

Moradi Employment Agreement also provides that the Company will pay Mr. Moradi a gross-up payment for any excise tax imposed under

Section 4999 of the Code and any interest or penalties with respect to such excise tax, plus the amount necessary to put Mr. Moradi

in the same after-tax position that he would have been in if he had not incurred any tax liability under Section 4999 of the Internal

Revenue Code (the “Code”), in the event that any payments, rights, benefits, distributions, or entitlements provided or to

be provided by the Company or any of its affiliates to Mr. Moradi or for his benefit would constitute parachute payments within the

meaning of Section 280G of the Code.

The

foregoing description of the Moradi Employment Agreement is qualified in its entirety by reference to the full text of the Moradi Employment

Agreement, a copy of which is filed as Exhibit 10.2 to this Form 8-K and incorporated herein by reference.

Item 7.01 Regulation FD Disclosure

May 4, 2026, the Company issued a press release related to the matters described above. A copy of the press release is attached hereto

as Exhibit 99.1.

The

information set forth in this Item 7.01 and in Exhibit 99.1 attached hereto is being furnished and shall not be deemed “filed”

for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject

to the liabilities of such section nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as

amended, or the Exchange Act, regardless of any general incorporation language in such filing, except as shall be expressly set forth

by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

Exhibit

Number

Description

10.1

Amended and Restated Employment Agreement, dated as of May 4, 2026, by and between AudioEye, Inc.

and Kelly Georgevich

10.2

Second Amended and Restated Employment Agreement, dated as of May 4, 2026, by and between AudioEye, Inc.

and David Moradi

99.1

Press release, dated May 4, 2026

104

Cover Page Interactive Data File

SIGNATURES

Pursuant to the requirements

of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto

duly authorized.

May 7, 2026

AudioEye, Inc.

(Registrant)

/s/ Kelly Georgevich

Name: Kelly Georgevich

Title: Chief Executive Officer and Chief Financial Officer

EX-10.1 — EXHIBIT 10.1

EX-10.1

Filename: tm2613765d1_ex10-1.htm · Sequence: 2

Exhibit 10.1

AMENDED AND RESTATED

EMPLOYMENT AGREEMENT

This AMENDED AND RESTATED

EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of May 4, 2026 (the “Effective Date”),

by and between AudioEye, Inc., a Delaware corporation with an address at 5210 E. Williams Circle, Tucson, AZ 85711 (the “Company”),

and Kelly Georgevich, a natural person (“Executive”).

W I T N E S E T H:

WHEREAS, Executive

and the Company are parties to that certain Executive Employment Agreement (the “Prior Employment Agreement”) entered

into as of June 10, 2021, under which Executive has been serving as the Company’s Chief Financial Officer; and

WHEREAS, the Company desires

to appoint Executive and Executive agrees to serve as Chief Executive Officer of the Company (the “Position”) effective

as of the Effective Date; and

WHEREAS, the Company and Executive

desire to amend and restate the Prior Employment Agreement, as set forth in this Agreement.

NOW, THEREFORE, in consideration

of the foregoing recitals and the respective covenants and agreements of the parties contained in this document, the Company and Executive,

intending to be legally bound, hereby agree as follows:

1.             Employment

and Duties.

a.                  Effective

on the Effective Date, the Company shall employ Executive in the Position. In the Position, Executive shall report to Board

of Directors of the Company (the “Board”) and the Executive Chairman of the Board. At all times during

the Term (as defined below), Executive will be considered an “exempt” employee for applicable wage and hour laws, meaning

that her Base Salary (as defined below) shall compensate Executive for all hours worked, and Executive will not be eligible for overtime

pay.

b.                 The

duties and responsibilities of Executive in the Position shall include the duties and responsibilities typical of a Chief Executive Officer

and such other or different duties and responsibilities as the Board may from time to time reasonably assign to Executive, which the

parties acknowledge may include the Executive continuing to serve as the Company’s Chief Financial Officer for a period following

the Effective Date. Executive shall devote all of her business time, attention, and energies to the business of the Company, provided

that nothing in this Section 1(b) shall prohibit Executive from (i) serving as a director or trustee of any charitable or educational

organization or (ii) engaging in additional activities in connection with personal investments and community affairs, as long as these

additional activities do not materially interfere, individually or collectively, with the performance of the duties and responsibilities

of Executive, and these activities are not inconsistent with Executive’s duties under this Agreement and do not otherwise violate

the terms of this Agreement.

Term. Executive’s employment pursuant to this Agreement shall commence on the Effective Date and shall continue until

terminated pursuant to Section 10 (the “Term”). The parties agree that Executive shall at all times be an at-will employee,

and she or the Company may terminate her employment at any time for any lawful reason, subject to the payment obligations described herein.

For the avoidance of doubt, the restrictions in Sections 12 and 13 of this Agreement that apply after employment ends, and the provisions

of Sections 11 and 15, shall survive the expiration of the Term.

Place of Employment. Executive shall work remotely from her home or personal office; provided, however, that

Executive shall make herself available as requested for regular business travel, including travel to the Company’s corporate offices.

Base Salary; Prior Employment Agreement Performance Bonus. During the Term, the Company shall pay Executive based on an

annual salary of $450,000.00 (the “Base Salary”) unless the parties mutually agree to modify the Base Salary (in which

case the “Base Salary” shall be, for all purposes hereunder, such salary as modified). The Company shall make all Base

Salary payments in periodic installments in accordance with the Company’s regular payroll practices. The parties further agree that

the Company shall pay to Executive a cash bonus in the amount of $28,877 (representing a pro rata portion of her bonus opportunity for

calendar year 2026 under the Prior Employment Agreement) on the Company’s next regularly scheduled payroll date following the Effective

Date.

Treatment of Outstanding Equity Awards. Executive and the Company acknowledge and agree as follows with respect to Executive’s

outstanding equity awards:

Pro Rata Vesting of Time-Based RSUs: On the Effective Date, each outstanding time-based restricted stock unit (“RSU”)

award held by Executive as of the Effective Date (excluding, for the avoidance of doubt, the grants provided for in Section 6) shall vest

on a pro rata basis through and including the Effective Date. The pro rata portion shall be calculated, with respect to each tranche of

time-based RSUs that would otherwise have vested on its next scheduled vesting date, by multiplying the number of RSUs in such tranche

by a fraction, the numerator of which is the number of days elapsed from the most recent vesting date (or, if none, the grant date) of

such award through and including the Effective Date, and the denominator of which is the total number of days in the vesting period for

such tranche. Any resulting fractional share shall be rounded down to the nearest whole share.

Forfeiture of Unvested Time-Based RSUs: On the Effective Date, all time-based RSUs held by Executive as of the Effective

Date that remain unvested after giving effect to the pro rata vesting described in Section 5.a above shall be automatically forfeited

and cancelled, without payment of any consideration, and Executive shall have no further rights with respect to such forfeited RSUs.

New Equity Grants. On the Effective Date, the Company shall grant Executive 110,000

RSUs, with 50,000 of such RSUs being deemed “Time-Based RSUs” and 60,000 being deemed “PSUs.”

Time-Based RSUs: The Time-Based RSUs shall vest as follows:

8,333 on June 30, 2026,

12,500 on September 30, 2026,

12,500 on December 31, 2026,

12,500 on March 31, 2027, and

4,167 on May 4, 2027,

provided

in all cases that Executive is continuously employed on each of the vesting dates.

Performance-Based RSUs: The PSUs shall be eligible to vest based on the Company’s

achievement of the performance metrics set forth below, subject in all cases to Executive’s continuous employment with the Company

through the applicable vesting date.

2026 Annual Performance RSUs. Of the PSUs, 33,333 PSUs (the “2026 Annual PSUs”)

shall be eligible to vest based on the Company’s achievement of the following three performance targets for the fiscal year ending

December 31, 2026, with one-third of the 2026 Annual PSUs (11,111 PSUs) eligible to vest upon achievement of each target:

Revenue of $[*];

Adjusted EBITDA of $[*]; and

Adjusted EBITDA of $[*].

Each

target shall be evaluated independently, and the 2026 Annual PSUs corresponding to each achieved target shall vest on the date the Compensation

Committee of the Board (the “Compensation Committee”) certifies achievement of such target following the close of the

2026 fiscal year. Any 2026 Annual PSUs corresponding to a target that is not achieved shall be forfeited.

ii.          2027 Annual Performance RSUs. 16,667 PSUs shall be allocated to the 2027 annual performance component

(the “2027 Annual PSUs”) and shall be eligible to vest based on performance targets to be established by the Compensation

Committee in connection with the Company’s 2027 annual budget to be approved by the Board. The Compensation Committee shall, in

good faith and consistent with the structure of the 2027 Annual PSUs, set such targets as promptly as practicable following the start

of the 2027 fiscal year. Vesting of the 2027 Annual PSUs shall occur on the date the Compensation Committee certifies achievement of

such targets following the close of the 2027 fiscal year, with any 2027 Annual PSUs corresponding to a target that is not achieved being

forfeited.

iii.

2026 Stretch Performance RSUs. The remaining 10,000 PSUs (the “2026 Stretch PSUs”)

shall be eligible to vest in full upon the Company's achievement of Adjusted EBITDA of $[*] for the fiscal year ending December

31, 2026. The 2026 Stretch PSUs shall vest, if at all, on the date the Compensation Committee certifies achievement of such target following

the close of the 2026 fiscal year. If the Company does not achieve Adjusted EBITDA of $[*] for the 2026 fiscal year, the 2026

Stretch PSUs shall be forfeited in their entirety.

iv.

Definitions and Determinations. “Revenue” and “Adjusted EBITDA”

shall be calculated in accordance with the Company’s audited financial statements for the applicable fiscal year and the methodology

used by the Company for calculating such amounts for purposes of the Company’s periodic reports or earnings releases filed or furnished

with the Securities and Exchange Commission, subject to such adjustments as the Compensation Committee determines in good faith are appropriate

to reflect extraordinary items, acquisitions or dispositions, changes in accounting principles, or other non-recurring or non-cash items.

All determinations regarding achievement of the performance targets shall be made by the Compensation Committee in its reasonable discretion

and shall be final and binding.

Other Stock-Based Award: On the Effective Date, in full satisfaction of any

equity or equity-based awards previously promised to (or purportedly promised to), or discussed with, Executive, the

Company shall grant Executive 2,264 shares of the Company’s common stock, which shares shall be fully vested upon grant (the “Other

Stock-Based Award”).

All

RSUs, PSUs and the Other Stock-Based Award are subject to the terms of the Company’s applicable incentive compensation plan (the

“Plan”), the attendant award agreement and approval by the Board or the Compensation Committee, and may be

adjusted in the event of any stock split, stock dividend or other similar, recapitalization or other similar event.

Clawback Rights. Executive agrees that she is bound by, and subject to, the Company’s Compensation Recovery Policy,

effective October 24, 2023 (as such policy may be amended, restated or otherwise modified from time to time).

Expenses. Executive shall be entitled to prompt reimbursement by the Company for all reasonable ordinary and necessary travel,

entertainment, and other expenses incurred by Executive while employed (in accordance with the policies and procedures established by

the Company for its senior executive officers) in the performance of her duties and responsibilities under this Agreement; provided,

that Executive shall properly account for such expenses in accordance with Company policies and procedures.

Other Benefits; Vacation. During the Term, Executive shall be eligible to participate in incentive, stock purchase, savings,

retirement (401(k)), and welfare benefit plans, including, without limitation, health, medical, dental, vision, life (including accidental

death and dismemberment) and disability insurance plans to the extent provided by the Company generally to its employees (collectively,

“Benefit Plans”), in substantially the same manner and at substantially the same levels as the Company makes such opportunities

available to the Company’s managerial or salaried executive employees, subject to the terms and conditions, including eligibility

provisions, of any such Benefit Plans, which may be amended or terminated from time to time. During the Term, Executive shall be entitled

to accrue, on a pro rata basis, twenty (20) paid vacation days per year, which if not taken, will accrue and be carried forward into the

next year. No carry forward of vacation past the second year will be granted without the approval of the Board. Vacation shall be taken

at such times as are mutually convenient to Executive and the Company and no more than ten (10) consecutive days shall be taken at any

one time without the advance written approval of the Board.

10.

Termination of Employment.

Death. If Executive dies during the Term, Executive’s employment with the Company shall automatically terminate and

the Company shall have no further obligations to Executive or her heirs, administrators or executors with respect to compensation and

benefits accruing thereafter, except for the obligation to pay to Executive’s heirs, administrators or executors: (i) any earned

but unpaid Base Salary accrued through the date of death, (ii) reimbursement of any and all reasonable business expenses paid or incurred

by Executive in connection with and related to the performance of her duties and responsibilities for the Company during the period ending

on the date of death, and (iii) any accrued but unused vacation through the date of death in accordance with Company policy.

Disability. In the event that, during the Term, Executive shall be prevented from performing, with or without reasonable

accommodation, her essential duties and responsibilities of the Position by reason of Disability (as defined below), Executive’s

employment with the Company shall automatically terminate and the Company shall have no further obligations or liability to Executive

or her heirs, administrators or executors with respect to compensation and benefits accruing thereafter, except for the obligation to

pay Executive or her heirs, administrators or executors: (i) any earned but unpaid Base Salary accrued through Executive’s last

date of employment with the Company, (ii) reimbursement of any and all reasonable business expenses paid or incurred by Executive in connection

with and related to the performance of her duties and responsibilities for the Company during the period ending on the termination date,

and (iii) any accrued but unused vacation through the termination date in accordance with Company policy. For purposes of this Agreement,

“Disability” shall mean a physical or mental disability that prevents the performance by Executive, with or without

reasonable accommodation, of the essential duties of the Position for a period of not less than an aggregate of three (3) months during

any twelve (12) consecutive months.

By the Company for Cause.

At any time during the Term, the Company may terminate Executive’s employment hereunder for Cause, subject to the process described

in Section 10(c)(ii). For purposes of this Agreement, “Cause” shall consist of a termination due to the following,

as specified in the Notice of Termination provided pursuant to Section 10(h) (and in the case of Clause (A) below, Executive’s

failure to cure such failure, if curable, within thirty (30) days of delivery of such Notice of Termination): (A) Executive’s failure

to substantially perform the fundamental duties and responsibilities associated with the Position for any reason other than a physical

or mental disability or death, including Executive’s willful failure or refusal to carry out reasonable instructions; (B) Executive’s

material breach of any material written Company policy; (C) Executive’s gross misconduct in the performance of Executive’s

duties for the Company; (D) Executive’s material breach of the terms of this Agreement; (E) Executive being arrested or charged

with any fraudulent or felony criminal offense or any other criminal offense which reflects adversely on the Company or reflects conduct

or character that the Board reasonably concludes is inconsistent with continued employment; or (F) any criminal conduct that is a “statutory

disqualifying event” (as defined under federal securities laws, rules and regulations).

ii.           Prior to any termination for Cause, and subsequent to any applicable thirty (30) day period of time within which Executive may

be permitted to cure, Executive will be entitled to appear (with counsel) before the full Board to present information regarding her views

on the Cause event, and after such hearing, there must be at least a majority vote of the full Board (other than Executive, if applicable)

to terminate her for Cause. After providing the Notice of Termination, the Board may suspend Executive with full pay and benefits until

a final determination pursuant to this paragraph has been made.

iii.

Upon termination of Executive’s employment for Cause, the Company shall have no further obligations or liability to Executive

or her heirs, administrators or executors with respect to compensation and benefits thereafter, except for the obligation to pay Executive:

(A) any earned but unpaid Base Salary accrued through Executive’s last date of employment with the Company, (B) reimbursement of

any and all reasonable business expenses paid or incurred by Executive in connection with and related to the performance of her duties

and responsibilities for the Company during the period ending on the termination date, and (C) any accrued but unused vacation through

the termination date in accordance with Company policy.

By the Company for a Reason Other than Cause, Death or Disability. At any time during the Term, the Company may terminate

Executive’s employment with the Company for a reason other than Cause, death, or Disability by providing a Notice of Termination

to Executive at least thirty (30) days prior to the intended date of termination, provided, however, that the Company in its

sole discretion may direct Executive to cease performing services for the Company during all or any portion of such thirty (30)-day notice

period (the “Notice Period”), but will continue to pay the Base Salary and provide benefits to Executive through the

end of the Notice Period. The payments that the Company will make to Executive (or, following her death, to Executive’s heirs, administrators

or executors) in the event that the Company terminates this Agreement and Executive’s employment with the Company for a reason other

than Cause, death or Disability, are described in Section 11.

By Executive with Good Reason.

At any time during the Term, subject to the conditions set forth in Section 10(e)(ii) below, Executive may terminate Executive’s

employment with the Company for Good Reason. For purposes of this Agreement, “Good Reason” shall mean the occurrence

of any of the following events: (A) a reduction, without Executive’s written consent, of Executive’s Base Salary, other than

a reduction generally applicable to other executives of comparable status; (B) the assignment, without Executive’s written consent,

of a title other than CEO or a material diminishment in Executive’s duties, authority or responsibility (other than Executive no

longer serving as or performing the duties of the Chief Financial Officer); (C) any establishment or relocation of Executive’s physical

place of work to a location that is more than 25 miles from Executive’s then-current principal residence; or (D) a material breach

by the Company of this Agreement, including, without limitation, the failure of the Company to grant the equity awards with the value

as noted above.

ii.           Notwithstanding any provision of Section 10(e) to the contrary, Executive shall only be entitled to terminate this Agreement for

Good Reason if: (A) she has delivered Notice of Termination to the Company within ninety (90) days of the date upon which the facts giving

rise to Good Reason occurred (the “Good Reason Date”) of her intention to terminate this Agreement and her employment

with the Company for Good Reason, and such Notice of Termination specifies in reasonable detail the circumstances claimed to provide the

basis for such termination for Good Reason; (ii) the Company has not eliminated the circumstances constituting Good Reason within thirty

(30) days of its receipt from Executive of such written notice; and (iii) Executive’s employment with the Company ends within

one hundred and twenty (120) days after the Good Reason Date.

iii.          The

payments that the Company will make to Executive (or, following her death, to Executive’s heirs, administrators or executors) in

the event that Executive terminates her employment with the Company for Good Reason are described in Section 11.

By Executive without Good Reason. At any time during the Term, Executive shall be entitled to terminate Executive’s

employment with the Company without Good Reason by providing a Notice of Termination to the Company at least thirty (30) days prior to

the intended date of termination; provided, however, that the Company in its sole discretion may direct Executive to cease

performing services for the Company during all or any portion of the Notice Period, but will continue to pay the Base Salary and provide

benefits to Executive through the end of the Notice Period. Upon termination by Executive of this Agreement or Executive’s employment

with the Company without Good Reason, the Company shall have no further obligations or liability to Executive or her heirs, administrators

or executors with respect to compensation and benefits thereafter, except for the obligation to pay Executive: (i) any earned but unpaid

Base Salary accrued through Executive’s last date of employment with the Company, (ii) reimbursement of any and all reasonable business

expenses paid or incurred by Executive through the termination date in connection with and related to the performance of Executive’s

duties and responsibilities for the Company, and (iii) any accrued but unused vacation through the termination date in accordance with

Company policy.

Change of Control. For purposes of this Agreement, “Change of Control” shall mean the occurrence of any

one or more of the following: (i) the accumulation (if over time, in any consecutive twelve (12) month period), whether directly, indirectly,

beneficially or of record, by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange

Act of 1934, as amended) of 80% or more of the shares of the outstanding common stock of the Company, whether by merger, consolidation,

sale or other transfer of shares of Company common stock (other than a merger or consolidation where the stockholders of the Company prior

to the merger or consolidation are the holders of a majority of the voting securities of the entity that survives such merger or consolidation),

(ii) a sale of all or substantially all of the assets of the Company, or (iii) during any period of twelve (12) consecutive months,

the individuals who, at the beginning of such period, constitute the Board, and any new director whose election by the Board or nomination

for election by the Company’s stockholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office

who either were directors at the beginning of the 12-month period or whose election or nomination for election was previously so approved,

cease for any reason to constitute at least a majority of the Board; provided, however, that the following acquisitions shall

not constitute a Change of Control for the purposes of this Agreement: (A) any acquisitions of Company common stock or securities convertible,

exercisable or exchangeable into Company common stock directly from the Company, or (B) any acquisition of Company common stock or securities

convertible, exercisable or exchangeable into Company common stock by any employee benefit plan (or related trust) sponsored by or maintained

by the Company.

Any termination of Executive’s employment by the Company or by Executive (other than termination by reason of Executive’s

death) shall be communicated by written Notice of Termination to the other party of this Agreement. For purposes of this Agreement, a

“Notice of Termination” shall mean a written notice which shall indicate the specific termination provision in this

Agreement relied upon and, for a termination for Cause, Disability or for Good Reason, shall set forth in reasonable detail the facts

and circumstances claimed to provide a basis for termination of Executive’s employment under the provision so indicated.

11.

Severance Compensation.

If the Company terminates Executive’s employment for a reason other than Executive’s death, Disability, or Cause, or

if Executive terminates her employment for Good Reason, then the Company shall pay or provide all of the following to Executive: (i) reimbursement

of any and all reasonable business expenses paid or incurred by Executive through the termination date in connection with and related

to the performance of Executive’s duties and responsibilities for the Company; (ii) receipt of any accrued but unused vacation through

the termination date in accordance with Company policy, as in effect as of the date of termination; (iii) receipt of any earned but unpaid

Base Salary accrued through Executive’s last date of employment with the Company; and (iv) subject to Executive’s satisfying

the Release conditions described in Section 11(c), receipt of an amount equal to a portion of the Executive’s Base Salary as set

forth in Section 11(b) below and Medical Continuation Benefits, as defined below (the “Separation Payment”).

The Base Salary portion of the Separation Payment described in Section 11(a)(iv) above shall be six (6) months of Executive’s

Base Salary (at the rate that was in effect at the time of termination), less Base Salary paid to Executive for any portion of the Notice

Period that Executive is directed by the Company not to work. Additionally, subject to Executive’s timely election of continuation

coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) with respect to the

Company’s group health insurance plans in which the Employee participated immediately prior to the termination date (“COBRA

Continuation Coverage”) and the Release requirement set forth below, the Company will pay the cost of COBRA Continuation Coverage

for Executive and her eligible dependents until the earliest of (i) Executive and her eligible dependents, as the case may be, ceasing

to be eligible under COBRA, (ii) the date upon which Executive and her eligible dependents become covered under similar plans, or (iii)

six (6) months following the termination date (“Medical Continuation Benefits”).

Subject to the condition that Executive executes an agreement releasing the Company and its affiliates from any liability associated

with Executive’s employment with the Company in form and terms satisfactory to the Company (the “Release”) and

that all time periods imposed by law permitting cancellation or revocation of the Release by Executive have passed or expired (the “Release

Effective Date”), the Company will pay Executive any base salary-related amount owed pursuant to Section 11(a)(iv) on the Company’s

regular payroll dates starting on the first payroll date following the Release Effective Date (and the payment on such first payroll date

will include all payments that were not paid between the last day of employment and such first payroll date) and ending six months after

the last day of employment. Notwithstanding the foregoing, if the Release could become effective during the calendar year following the

calendar year of the date of termination, then no such payments that constitute “deferred compensation” under Internal Revenue

Code Section 409A shall be made earlier than the first day of the calendar year following the calendar year of the date of termination.

Notwithstanding anything to the contrary in any equity award agreement, the Plan, or any other provision of this Agreement, if

a Change of Control occurs and, on or within twelve (12) months following the occurrence of such Change of Control, Executive’s

employment with the Company (or its successor) terminates involuntarily for a reason other than Cause or terminates because of resignation

for Good Reason (each, a “Qualifying CoC Termination”), then:

i. all then-outstanding and unvested Time-Based RSUs held by Executive shall vest in full as of Executive’s

termination date; and

ii. all then-outstanding and unvested PSUs held by Executive shall vest as of Executive’s termination

date based on deemed achievement of the applicable performance target (at any applicable target level), without proration for the portion

of the performance period elapsed.

Settlement of any equity awards that

vest pursuant to this Section 11(d) shall occur as soon as administratively practicable following the Executive’s termination date,

but in no event later than March 15 of the calendar year following the calendar year in which the Qualifying CoC Termination occurs. The

acceleration provided under this Section 11(d) is in addition to, and not in lieu of, the Separation Payment and other amounts payable

under Sections 11(a) through (c).

12.

Confidential Information.

Disclosure of Confidential Information. Executive recognizes, acknowledges and agrees that she has had and will have

access to proprietary and confidential information relating to the business of the Company, its subsidiaries and their respective businesses,

that she will be aware of only as a consequence of her employment, and which has value to the Company because it is not generally known

to this Company’s competitors (“Confidential Information”), including but not limited to, information regarding

its products, methods, formulas, software code, patents, sources of supply, customers, customer dealings, marketing, data, know-how, trade

secrets and its business plans and financial information. Executive acknowledges that such information is of great value to the Company,

is the sole property of the Company, and has been and will be acquired by her in confidence. In consideration of the obligations undertaken

by the Company herein, Executive will not, at any time, during or after her employment hereunder, use, reveal, divulge, disclose or make

known to any person, any Confidential Information acquired or created by Executive during the course of her employment. Nothing in this

Section 12 prohibits Executive from using or disclosing Confidential Information, in the course and scope of her employment, to employees

and/or agents of the Company or its subsidiaries who have a need to know and/or receive such Confidential Information to perform their

duties on behalf of the Company or its subsidiaries. The provisions of this Section 12 shall survive the termination of Executive’s

employment hereunder for so long as the information at issue meets the definition of “Confidential Information.” Confidential

Information shall not include: (i) information which was in Executive’s possession or within Executive’s knowledge before

the Company disclosed it to Executive; (ii) information voluntarily disclosed to the public by the Company, except where such public disclosure

is made by Executive without authorization from the Company; (iii) information which was independently developed and disclosed by others;

(iv) information which has lawfully entered the public domain; or (v) information obtained from a third party that was not known by Executive

to be bound by a confidentiality agreement or other obligation of confidentiality to the Company or any other party with respect to such

information. Additionally, Executive may disclose Confidential Information pursuant to the order or requirement of a court, administrative

agency, or other governmental body; provided, however, that to the extent legally permissible Executive shall provide prompt

notice of such court order or requirement to Company so that the Company may seek, at its expense, a protective order or other appropriate

remedy and Executive shall disclose such Confidential Information only to the extent required to do so.

Executive affirms that she will not rely upon the protected trade secrets or confidential or proprietary information of any prior

employer(s) in providing services to the Company or its subsidiaries.

In the event that Executive’s employment with the Company terminates for any reason, Executive shall deliver forthwith to

the Company any and all originals and copies, including those in electronic or digital formats, of Confidential Information; provided,

however, Executive shall be entitled to retain (i) papers and other materials of a personal nature, including, but not limited to,

photographs, correspondence, personal diaries, calendars and rolodexes, personal files and phone books, (ii) information showing her compensation

or relating to reimbursement of expenses, (iii) information that she reasonably believes may be needed for tax purposes, and (iv) copies

of all plans and agreements relating to her employment, compensation, and equity grants.

d.                 Nothing

in this Agreement shall limit Executive’s right (i) to report possible violations of law or regulation to the Equal Employment

Opportunity Commission or any other state or local employment regulatory authorities, or to the extent that such disclosure is protected

under the applicable provisions of law or regulation, including but not limited to “whistleblower” statutes, or (ii) to make

disclosures to her attorney under protection of attorney-client privilege. In addition, and notwithstanding any provision of this Agreement

to the contrary, under 18 U.S.C. §1833(b), “An individual shall not be held criminally or civilly liable under any Federal

or State trade secret law for the disclosure of a trade secret that (A) is made (i) in confidence to a Federal, State, or local government

official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected

violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under

seal.” Nothing in this Agreement or any other Company policy is intended to conflict with this statutory protection, and no Company

director, officer, or member of management has the authority to impose any rule to the contrary.

13. Non-Competition and Non-Solicitation.

Executive agrees and acknowledges that the restrictions set forth herein are reasonable and necessary to protect the Company’s

legitimate business interests and do not impose undue hardship or burdens on Executive. Executive also acknowledges that the technology,

software, and related products and services developed or provided by the Company and its affiliates relating to ADA-related and other

digital accessibility compliance requirements and enhancements are or are intended to be sold, provided, licensed and/or distributed to

customers and clients primarily in and throughout the United States and the European Union (the “Territory”) and that

Executive’s responsibilities extend throughout the Territory (provided, however that to the extent the Company or its subsidiaries

come to operate, either directly or through the engagement of a distributor or joint or co-venturer, or sell a significant amount of its

products and services to customers located, in areas other than the United States and the European Union during the Term, the definition

of Territory shall be automatically expanded to cover such other areas in which the Company or its subsidiaries did business during the

Term). Executive further acknowledges and agrees that the Territory and scope of prohibited competition with the Business (as defined

below) set forth below are reasonable and necessary to maintain the value of the Confidential Information of, and to protect the goodwill

and other legitimate business interests of, the Company, its affiliates and/or its clients or customers. Executive also acknowledges and

agrees that she will be receiving Confidential Information in connection with her employment with the Company, and that the restrictions

below are valid consideration for her receipt of such Confidential Information. The provisions of this Section 13 shall survive the termination

of Executive’s employment hereunder.

b.                 Executive

hereby agrees and covenants that she shall not during the Restricted Period (as defined below) and within the Territory, without the

prior written consent of the Company, directly or indirectly:

perform executive, management, accounting or finance-related, or supervisory services, or services that are the same as or substantially

similar to those she provides to the Company pursuant to this Agreement, for any person or entity in competition with the Company or its

subsidiaries in the Business;

ii.

recruit, solicit or hire, or attempt to recruit, solicit or hire any employee or independent contractor of the Company or its subsidiaries

to leave the employment (or independent contractor relationship) thereof or to start employment or engagement with another entity or individual;

iii.          solicit

or attempt to solicit, or help another person or entity to solicit or attempt to solicit, any customer of the Company or its subsidiaries

for the purpose of offering, selling or providing any product or service competitive with the Company’s (or its subsidiaries’)

Business to such customer.

For purposes of this Agreement, (i) the “Business” of the Company means (A) the development, marketing and/or

sale and licensing of technology, software, and related products and services relating to ADA and other federal, state, and local digital

accessibility compliance requirements, and (B) such other businesses, if any, in which the Company or its subsidiaries is engaged or actively

preparing to engage during the last year of Executive’s employment; and (ii) “Restricted Period” means the Term,

any other period of Executive’s employment with the Company, and the one (1)-year period immediately following the termination of

Executive’s employment with the Company, regardless of the reason for such termination and whether caused by Executive or the Company.

In the event that any provision of this Section 13 is determined by a court of competent jurisdiction to be unenforceable, such provision

shall not render the entire Section 13 unenforceable but, to the extent possible, the court may appropriately modify this Section 13 to

render such provision enforceable.

14.

Inventions. All systems, inventions, discoveries, apparatus, techniques, methods, know-how, formulae or improvements made,

developed or conceived by Executive during Executive’s employment by the Company that (a) are directly relevant to the Company’s

or its subsidiaries’ business as then constituted, (b) are developed as a part of the tasks and assignments that are the duties

and responsibilities of Executive, and (c) were created using substantially the Company’s or its subsidiaries’ resources,

such as time, materials and space, shall be and continue to remain the Company’s exclusive property, without any added compensation

or any reimbursement for expenses to Executive, and upon the conception of any and every such invention, process, discovery or improvement

and without waiting to perfect or complete it, Executive promises and agrees that Executive will immediately disclose it to the Company

and to no one else and thenceforth will treat it as the property and secret of the Company. Executive will also execute any instruments

requested from time to time by the Company to vest in it complete title and ownership to such invention, discovery or improvement and

will, at the request of the Company, do such acts and execute such instruments as the Company may require, but at the Company’s

expense to obtain patents, trademarks or copyrights in the United States and foreign countries, for such invention, discovery or improvement

and for the purpose of vesting title thereto in the Company, all without any reimbursement for expenses (except as provided in Section

8 or otherwise) and without any additional compensation of any kind to Executive.

15.

Non-Disparagement. Upon a termination of Executive’s employment with the Company for any reason, Executive agrees

not to disparage the Company or its subsidiaries or any of their respective Board members, officers or other senior management employees,

or say or do anything that will adversely impact the Company’s or its subsidiaries’ business practices or the reputation of

the Company or its subsidiaries or any of their respective Board members, officers or management employees. Notwithstanding the foregoing,

this Section 15 does not apply to Executive in (a) filing any pleading, or providing truthful oral or written testimony, in any administrative,

arbitration or judicial proceeding, (b) providing information pursuant to subpoena, court order, or similar legal process, (c) reporting

violations of any law or regulation, or otherwise providing truthful information, to any government or regulatory agencies, or in any

document required to be filed with the SEC, or (d) otherwise engaging in whistleblower activity protected by the Securities Exchange

Act of 1934, the Dodd Frank Act, or any rules or regulations issued thereunder, including, without limitation, SEC Rule 21F-17.

16.

Section 409A.

The provisions of this Agreement

are intended to comply with or meet an exemption from Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”)

and any final regulations and guidance promulgated thereunder (“Section 409A”) and shall be construed in a manner consistent

with the requirements for avoiding taxes or penalties under Section 409A. The Company and Executive agree to work together in good faith

to consider amendments to this Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition

of any additional tax or income recognition prior to actual payment to Executive under Section 409A.

To the extent that Executive

will be reimbursed for costs and expenses or in-kind benefits, except as otherwise permitted by Section 409A, (a) the right to reimbursement

or in-kind benefits is not subject to liquidation or exchange for another benefit, (b) the amount of expenses eligible for reimbursement,

or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to

be provided, in any other taxable year; provided that the foregoing clause (b) shall not be violated with regard to expenses

reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to

the period the arrangement is in effect and (c) such payments shall be made on or before the last day of the taxable year following the

taxable year in which the expense was incurred.

A termination of employment

(not including a termination upon death) shall not be deemed to have occurred for purposes of any provision of this Agreement providing

for the payment of any amounts or benefits upon or following a termination of employment unless such termination constitutes a “Separation

from Service” within the meaning of Section 409A and, for purposes of any such provision of this Agreement references to a “termination,”

“termination of employment” or like terms shall mean Separation from Service.

Each installment payable hereunder

shall constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b), including Treasury Regulation Section 1.409A-2(b)(2)(iii).

Each payment that is made within the terms of the “short-term deferral” rule set forth in Treasury Regulation Section 1.409A-1(b)(4)

is intended to meet the “short-term deferral” rule. Each other payment is intended to be a payment upon an involuntary termination

from service and payable pursuant to Treasury Regulation Section 1.409A-1(b)(9)(iii), et. seq., to the maximum extent permitted by that

regulation, with any amount that is not exempt from Code Section 409A being subject to Code Section 409A.

Notwithstanding anything to

the contrary in this Agreement, if Executive is a “specified employee” within the meaning of Section 409A, any payment otherwise

due to Executive on or within the six (6) month period following Executive’s termination will accrue during such six (6) month period

and will become payable in one lump sum cash payment on the date six (6) months and one (1) day following the date of Executive’s

termination of employment, to the extent required to avoid any adverse tax consequences under Section 409A. Any remaining payment(s) will

be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary,

if Executive dies following termination but prior to the six (6) month anniversary of Executive’s termination date, then any payments

delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of Executive’s

death and all other amounts will be payable in accordance with the payment schedule applicable to each payment or benefit, to the extent

and in a manner consistent with Section 409A.

17.

Section 280G. In the event it shall be determined that any payment, distribution or other action by the Company to or for

the benefit of Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise

(each, a “Payment”) would be subject to an excise tax imposed by Section 4999 of the Code (such excise tax referred

to as the “Excise Tax”), the Company shall either (a) make a payment to Executive of all amounts due without any adjustment,

or (b) reduce whatever payments are deemed to be contingent on a transaction that constitutes either a “change in the ownership

or effective control” of the Company, a “change in the ownership of a substantial portion of the assets” of the Company

(as such phrases are used for purposes of Code Section 280G), to the extent necessary that no payments or benefits provided to Executive

are subject to the Excise Tax, whichever approach results in a better economic result for Executive net of all taxes, including the Excise

Tax, as determined by the Company in its discretion. The reduction in payments or benefits provided to Executive under approach (b) shall

be applied in a manner that the Company determines to be the most appropriate, taking into account possible tax implications of Code Section

409A, and that avoids any unnecessary losses to Executive that may occur in the case of a reduction achieved by reducing the extent to

which equity is vested on an accelerated basis.

18.

Miscellaneous.

Executive acknowledges that the services to be rendered by her under the provisions of this Agreement are of a special, unique,

and extraordinary character and that it would be difficult or impossible to replace such services. Furthermore, the parties acknowledge

that monetary damages alone would not be an adequate remedy for any breach by Executive of Section 12 or Section 13 of this Agreement.

Accordingly, Executive agrees that any breach by Executive of Section 12 or Section 13 of this Agreement shall entitle the Company, in

addition to all other legal remedies available to it, to apply to any court of competent jurisdiction to seek to enjoin such breach. The

parties understand and intend that each restriction agreed to by Executive hereinabove shall be construed as separable and divisible from

every other restriction, that the unenforceability of any restriction shall not limit the enforceability, in whole or in part, of any

other restriction, and that one or more or all of such restrictions may be enforced in whole or in part as the circumstances warrant.

In the event that any restriction in this Agreement is more restrictive than permitted by law in the jurisdiction in which the Company

seeks enforcement thereof, such restriction shall be limited to the extent permitted by law. The remedy of injunctive relief herein set

forth shall be in addition to, and not in lieu of, any other rights or remedies that the Company may have at law or in equity.

Neither Executive nor the Company may assign or delegate any of their rights or duties under this Agreement without the express

written consent of the other; provided, however, that the Company may assign this Agreement to any affiliate or

as part of any merger or sale or assets or equity.

The Company (i) shall indemnify and hold harmless Executive and her heirs and representatives as, and to the extent, provided in

the Company’s bylaws and (ii) shall cover Executive under the Company’s directors’ and officers’ liability insurance

on the same basis as it covers other current or former (as applicable at the relevant time) senior executive officers and directors of

the Company.

This Agreement constitutes and embodies the full and complete understanding and agreement of the parties with respect to Executive’s

employment by the Company (it being understood that the Plan and RSU award agreement shall apply to RSUs that may be awarded pursuant

to Section 6, supersedes all prior understandings and agreements, whether oral or written, between Executive and the Company, including

without limitation the Prior Employment Agreement, and shall not be amended, modified or changed except by an instrument in writing executed

by the party to be charged. The invalidity or partial invalidity of one or more provisions of this Agreement shall not invalidate any

other provision of this Agreement. No waiver by either party of any provision or condition to be performed shall be deemed a waiver of

similar or dissimilar provisions or conditions at the same time or any prior or subsequent time.

This Agreement shall inure to the benefit of, be binding upon and enforceable against, the parties hereto and their respective

successors, heirs, beneficiaries and permitted assigns. Upon any assignment by the Company, the references herein to the Company shall

be deemed to include the assignee.

The headings contained in this Agreement are for convenience of reference only and shall not affect in any way the meaning or interpretation

of this Agreement.

All notices, requests, demands and other communications required or permitted to be given hereunder shall be in writing and shall

be deemed to have been duly given when personally delivered, sent by registered or certified mail, return receipt requested, postage prepaid,

or by reputable national overnight delivery service (e.g., Federal Express) for overnight delivery to the Company at its principal

executive office or to Executive at her address of record in the Company’s records, or to such other address as either party may

hereafter give the other party notice of in accordance with the provisions hereof. Notices shall be deemed given on the sooner of the

date actually received or the third business day after deposited in the mail or one business day after deposited with an overnight delivery

service for overnight delivery.

This Agreement shall be governed by and construed in accordance with the internal laws of the State of Florida without reference

to principles of conflicts of laws.

This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but which

together shall constitute one of the same instrument. The parties hereto have executed this Agreement as of the date set forth above.

Executive represents and warrants to the Company that she has the full power and authority to enter into this Agreement and to

fully perform her obligations hereunder and that the execution and delivery of this Agreement and the performance of all of her obligations

under this Agreement will not conflict with any agreement to which Executive is a party. The parties agree that Executive’s breach

of this Section 18(j) shall constitute a material breach of this Agreement as described in Section 10(c)(i) herein.

The Company represents and warrants to Executive that it has the full power and authority to enter into this Agreement and to perform

its obligations hereunder and that the execution and delivery of this Agreement and the performance of its obligations hereunder will

not conflict with any agreement to which the Company is a party.

The Company shall deduct and withhold, from all payments made pursuant to this Agreement, including but not limited to the Base

Salary, all applicable taxes, including income tax, FICA and FUTA, and other deductions and withholdings required by law.

[Remainder of page

intentionally left blank; signature page follows.]

IN WITNESS WHEREOF,

Executive and the Company have caused this Amended and Restated Employment Agreement to be executed as of the date first above written.

THE COMPANY

EXECUTIVE

/s/ David Moradi

/s/ Kelly Georgevich

By: David Moradi

Kelly Georgevich

Its: Executive Chairman

EX-10.2 — EXHIBIT 10.2

EX-10.2

Filename: tm2613765d1_ex10-2.htm · Sequence: 3

Exhibit 10.2

SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT

This SECOND AMENDED AND RESTATED

EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of May 4, 2026 (“Effective Date”),

by and between AudioEye, Inc. (the “Company”), and David Moradi, a natural person (“Executive”).

RECITALS

WHEREAS, Executive and the

Company are parties to that certain Amended and Restated Employment Agreement entered into effective as of April 5, 2022, which was

amended effective on December 26, 2023, on March 31, 2025, and on April 4, 2025 (as amended, the “Prior A&R

Employment Agreement”).

WHEREAS, the Company and Executive

have mutually agreed that, effective as of the Effective Date, Executive shall no longer serve as Chief Executive Officer of the Company,

and shall serve as the Company’s Chief Product Officer and Executive Chairman of the Board of Directors of the Company (the “Board”);

and

WHEREAS, the Company and Executive

desire to amend and restate the Prior A&R Employment Agreement, as set forth in this Agreement.

AGREEMENT

The Company and Executive

hereby agree as follows:

1.             Employment

and Duties.

a.            The

Company agrees to employ Executive and Executive agrees to serve as Chief Product Officer of the Company. In such role, Executive shall

report to the Board. The duties and responsibilities of Executive shall include the duties and responsibilities typical of a Chief Product

Officer and such other duties and responsibilities as the Board may from time to time reasonably assign to Executive in such role.

b.            Executive

is hereby appointed to serve as Executive Chairman/Chairman of the Board (“Chairman”). As Chairman, Executive shall

have, subject at all times to the direction of the Board, direct responsibility, working in conjunction with the officers of the Company,

over operations, sales and marketing, and will perform other services and duties as the Board of Directors shall determine. As Chairman,

Executive shall confer with the Directors, and other officers of the Company, regarding ideas and proposals with respect to the overall

technological direction of the Company.

c.            The

Board understands that Executive has significant other responsibilities and is unable to devote all of his business time, attention, and

energies to the business of the Company and, accordingly, Executive shall devote such time as he reasonably believes to be necessary to

discharge his fiduciary duties to the Company.

2.             Term.

This Agreement and Executive’s employment shall commence on the Effective Date and shall continue for a period ending on the first

anniversary of the Effective Date unless earlier terminated pursuant to Section 7 (the “Term”). For the avoidance

of doubt, the provisions of Sections 9, 10, 12 and 13 shall survive the expiration of the term of employment.

3.             Place

of Employment. Executive’s job site shall be in the sole discretion of the Executive.

4.             Salary.

The Company agrees to pay Executive (a) an annual base salary of $1 (the “Salary”) plus (b) the value of

full health benefits offered by the Company not to exceed $10,000 annually. The Company shall pay the Salary on an annual basis and the

benefit amounts pursuant to clause (b) in periodic installments in accordance with the Company’s regular payroll practices.”

5.             Treatment

of Outstanding Equity Awards. Executive and the Company acknowledge and agree as follows with respect to Executive’s outstanding

equity awards:

a.            Pro

Rata Vesting of Time-Based RSUs: On the Effective Date, each outstanding time-based restricted stock unit (“RSU”)

award held by Executive as of the Effective Date shall vest on a pro rata basis through and including the Effective Date. The pro rata

portion shall be calculated, with respect to each tranche of time-based RSUs that would otherwise have vested on its next scheduled vesting

date, by multiplying the number of RSUs in such tranche by a fraction, the numerator of which is the number of days elapsed from the most

recent vesting date (or, if none, the grant date) of such award through and including the Effective Date, and the denominator of which

is the total number of days in the vesting period for such tranche. Any resulting fractional share shall be rounded down to the nearest

whole share.

b.            Forfeiture

of Other Unvested Awards: On the Effective Date, all time-based RSUs and performance shares held by Executive as of the Effective

Date that remain unvested after giving effect to the pro rata vesting described in Section 5.a above shall be automatically forfeited

and cancelled, without payment of any consideration, and Executive shall have no further rights with respect to such forfeited equity

awards.

6.            New

Equity Grants. On the Effective Date, the Company shall grant Executive 127,600 RSUs (the “RSU

Award”), with 58,000 of such RSUs being deemed “Time-Based RSUs” and 69,600 being deemed “PSUs.”

a. Time-Based RSUs: The Time-Based RSUs shall vest as follows:

· 9,667

on June 30, 2026,

· 14,500

on September 30, 2026,

· 14,500

on December 31, 2026,

· 14,500

on March 31, 2027, and

· 4,833

on May 4, 2027,

provided

in all cases that Executive is continuously employed on each of the vesting dates.

b. Performance-Based RSUs: The PSUs shall be eligible to vest

based on the Company’s achievement of the performance metrics set forth below, subject in all cases to Executive’s continuous

employment with the Company through the applicable vesting date.

i.             2026

Annual Performance RSUs. Of the PSUs, 38,667 PSUs (the “2026 Annual PSUs”) shall be eligible to vest based on the Company’s

achievement of the following three performance targets for the fiscal year ending December 31, 2026, with one-third of the 2026 Annual

PSUs (12,889 PSUs) eligible to vest upon achievement of each target:

· Revenue

of $[*];

· Adjusted

EBITDA of $[*]; and

· Adjusted

EBITDA of $[*].

Each

target shall be evaluated independently, and the 2026 Annual PSUs corresponding to each achieved target shall vest on the date the Compensation

Committee of the Board (the “Compensation Committee”) certifies achievement of such target following the close of the

2026 fiscal year. Any 2026 Annual PSUs corresponding to a target that is not achieved shall be forfeited.

ii.            2027

Annual Performance RSUs. 19,333 PSUs shall be allocated to the 2027 annual performance component (the “2027 Annual PSUs”)

and shall be eligible to vest based on performance targets to be established by the Compensation Committee in connection with the Company’s

2027 annual budget to be approved by the Board. The Compensation Committee shall, in good faith and consistent with the structure of the

2027 Annual PSUs, set such targets as promptly as practicable following the start of the 2027 fiscal year. Vesting of the 2027 Annual

PSUs shall occur on the date the Compensation Committee certifies achievement of such targets following the close of the 2027 fiscal year,

with any 2027 Annual PSUs corresponding to a target that is not achieved being forfeited.

iii.            2026

Stretch Performance RSUs. The remaining 11,600 PSUs (the “2026 Stretch PSUs”) shall be eligible to vest in full upon

the Company's achievement of Adjusted EBITDA of $[*] for the fiscal year ending December 31, 2026. The 2026 Stretch PSUs shall

vest, if at all, on the date the Compensation Committee certifies achievement of such target following the close of the 2026 fiscal year.

If the Company does not achieve Adjusted EBITDA of $[*] for the 2026 fiscal year, the 2026 Stretch PSUs shall be forfeited in their

entirety.

iv.            Definitions

and Determinations. “Revenue” and “Adjusted EBITDA” shall be calculated in accordance with the Company’s

audited financial statements for the applicable fiscal year and the methodology used by the Company for calculating such amounts for purposes

of the Company’s periodic reports or earnings releases filed or furnished with the Securities and Exchange Commission, subject to

such adjustments as the Compensation Committee determines in good faith are appropriate to reflect extraordinary items, acquisitions or

dispositions, changes in accounting principles, or other non-recurring or non-cash items. All determinations regarding achievement of

the performance targets shall be made by the Compensation Committee in its reasonable discretion and shall be final and binding.

The

RSU Award will be subject to the AudioEye, Inc. 2020 Equity Incentive Plan (“Plan”) and the form of award

agreement thereunder approved by the Board (or its Compensation Committee) and will provide that (i) tax withholdings required in

connection with the vesting of the RSUs and settlement of shares with respect thereto shall be satisfied by a share withholding procedure

pursuant to which the Company will withhold, immediately as shares are issued under the RSU Award, a portion of those shares with a fair

market value (measured as of the issuance date) equal to the statutory minimum withholding amount and (ii) that each RSU will be

settled upon vesting in one share of the Company’s common stock.

Notwithstanding

anything to the contrary in this Agreement, if, on or prior to first anniversary of the Effective Date, Executive’s employment is

terminated by the Company without Cause or due to Executive’s death, then all Time-Based RSUs that remain unvested as of

the effective date of such termination will accelerate vesting and become 100% vested. For this purpose, “Cause” shall

consist of a termination due to the following as specified in the notice of termination (and in each case Executive fails to cure within

thirty (30) days of delivery of such notice of termination, except as to clauses (v) or (vi), which shall not be subject to cure)

(i) Executive’s failure, subject to the relaxed standard in Section 1(c), to substantially perform the fundamental duties

and responsibilities associated with the position(s) he holds for any reason, including Executive’s failure or refusal to carry

out reasonable instructions; (ii) Executive’s material breach of any material written Company policy; (iii) Executive’s

gross misconduct in the performance of Executive’s duties for the Company; (iv) Executive’s material breach of the terms

of this Agreement; (v) Executive being convicted of, or pleading nolo contendere or equivalent to, any fraudulent or felony

criminal offense or any other criminal offense which reflects adversely on the Company or reflects conduct or character that the Board

reasonably concludes is inconsistent with continued employment; or (vi) any criminal conduct that is a “statutory disqualifying

event” (as defined under federal securities laws, rules and regulations). Prior to any termination for Cause, and subsequent

to any applicable thirty (30) day period of time within which Executive may be permitted to cure, Executive will be entitled to appear

(with counsel) before the full Board to present information regarding his views on the Cause event, and after such hearing, there must

be at least a majority vote of the full Board (other than Executive) to terminate him for Cause. After providing the notice in foregoing

sentence, the Board may suspend Executive with full pay and benefits until a final determination pursuant to this paragraph has been made.

Notwithstanding

anything to the contrary in this Agreement, in the event of a Change in Control that involves a Corporate Transaction (each as defined

in the Plan), all Time-Based RSUs that remain unvested as of effective time of such Change in Control shall become fully vested

immediately prior to the effective time of such Change in Control.

The obligations of the Company

under the Agreement shall be binding upon any successor corporation or organization resulting from the merger, consolidation or other

reorganization of the Company, or upon any successor corporation or organization succeeding to all or substantially all of the assets

and business of the Company, with equitable adjustments as appropriate as determined by the Board.

7.             Termination

of Employment; Severance Compensation. Executive’s employment under this Agreement is at-will; either Executive or the Company

(through the Board) may terminate Executive’s employment and this Agreement at any time. Upon such termination of employment, the

Company shall have no further obligations or liability hereunder to Executive or his heirs, administrators or executors with respect to

compensation and benefits accruing thereafter, except for the obligation to pay Executive or Executive’s heirs, administrators or

executors, as applicable: (i) any earned but unpaid Salary accrued through the date of termination of employment, (ii) reimbursement

of any and all reasonable business expenses paid or incurred by Executive in connection with and related to the performance of his duties

and responsibilities for the Company during the period ending on the date of termination of employment, and (iii) any accrued but

unused vacation through the date of termination in accordance with Company policy. There is no severance compensation hereunder (except

as set forth in any equity award agreement between the Company and Executive, including the potential acceleration of the Time-Based RSUs

as provided for in Section 6). To the extent any portion of the RSU Award becomes vested prior to or in connection with Executive’s

termination of employment, the Company shall honor its settlement obligations thereunder. Any termination of Executive’s employment

by the Company or by Executive (other than termination by reason of Executive’s death) shall be communicated by written notice of

termination to the other party of this Agreement.

8.             Deductions

and Withholdings. The Company shall deduct and withhold, from all payments made pursuant to this Agreement, including but not limited

to the Salary, all applicable taxes, including income tax, FICA and FUTA, and other deductions and withholdings required by law.

9.             Clawback

Rights. Executive agrees that he is bound by, and subject to, the Company’s Compensation Recovery Policy, effective October 24,

2023 (as such policy may be amended, restated or otherwise modified from time to time).

10.           Expenses.

Executive shall be entitled to prompt reimbursement by the Company for all reasonable ordinary and necessary travel, entertainment, and

other expenses incurred by Executive while employed (in accordance with the policies and procedures established by the Company for its

senior executive officers) in the performance of his duties and responsibilities under this Agreement; provided, that Executive

shall properly account for such expenses in accordance with Company policies and procedures. Executive shall be entitled to prompt reimbursement

by the Company for reasonable and documented legal fees and expenses incurred by Executive in connection with this Agreement and the RSU

Award agreement contemplated hereby.

11.           Other

Benefits; Vacation. During the term of employment, Executive shall be eligible to participate in incentive, stock purchase, savings,

retirement (401(k)), and welfare benefit plans, including, without limitation, health, medical, dental, vision, life (including accidental

death and dismemberment) and disability insurance plans to the extent provided by the Company generally to its employees (collectively,

“Benefit Plans”), in substantially the same manner and at substantially the same levels as the Company makes such opportunities

available to the Company’s managerial or salaried executive employees, subject to the terms and conditions, including eligibility

provisions, of any such Benefit Plans, which may be amended or terminated from time to time. During the term of employment, Executive

shall be entitled to accrue, on a pro rata basis, twenty (20) paid vacation days per year, which if not taken, will accrue and be carried

forward into the next year. Vacation shall be taken at such times as are mutually convenient to Executive and the Company and no more

than twenty (20) consecutive days shall be taken at any one time without the advance written approval of the Board. In addition, Executive

shall be entitled to receive future awards under the Plan or any other equity plan maintained by the Company at such times and on such

terms as may be determined by the Board or the Compensation Committee.

12.            Section 280G

Gross-Up. Notwithstanding anything in this Agreement or any other plan, program, policy, agreement or arrangement to the contrary,

if any of the payments, rights, benefits, distributions, or entitlements provided or to be provided by the Company or any of its affiliates

to Executive or for the Executive’s benefit pursuant to the terms of this Agreement or the RSU Award agreement or otherwise (a “Covered

Payment”) would constitute parachute payments (“Parachute Payments”) within the meaning of Section 280G of

the Internal Revenue Code of 1986, as amended (the “Code”) and will be subject to the excise tax imposed under Section 4999

of the Code (or any successor provision thereto) or any interest or penalties with respect to such excise tax (collectively, the “Excise

Tax”), then the Company shall pay to Executive, no later than the time the Excise Tax is required to be paid by Executive or

withheld by the Company, an additional amount (the “Gross-Up Payment”) equal to the sum of the Excise Tax payable by

Executive, plus the amount necessary to put Executive in the same after-tax position (taking into account any and all applicable federal,

state, local and foreign income, employment, excise and any other applicable taxes (including the Excise Tax and any income and employment

taxes imposed on the Gross-Up Payment) that he would have been in if Executive had not incurred any tax liability under Section 4999

of the Code. For purposes of determining the amount of the Gross-Up Payment, unless Executive specifies that other rates apply, Executive

shall be deemed to pay federal income tax and employment taxes at the highest marginal rate of federal income and employment taxation

in the calendar year in which the Gross-Up Payment is to be made, and state and local income taxes at the highest marginal rate of taxation

in the state and locality of Executive’s residence on the date of change of control, net of the maximum reduction in federal income

taxes that may be obtained from the deduction of such state and local taxes. All determinations to be made under this Section 12

shall be made in writing and in good faith by an independent accounting firm selected by the Company which is reasonably acceptable to

Executive (the “Accountants”), which shall provide detailed supporting calculations to the Company and Executive as

requested by the Company or Executive and any such determination shall be binding upon the Company and Executive. All fees and expenses

of the Accountants shall be borne by the Company.

13.           Section 409A.

No compensation under this

agreement is intended to constitute deferred compensation. The provisions of this Agreement are intended to comply with or meet an exemption

from Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and any regulations and guidance

promulgated thereunder (“Section 409A”) and shall be construed in a manner consistent with the requirements for

avoiding taxes or penalties under Section 409A. The Company and Executive agree to work together in good faith to consider amendments

to this Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional

tax or income recognition prior to actual payment to Executive under Section 409A.

To the extent that Executive

will be reimbursed for costs and expenses or in-kind benefits, except as otherwise permitted by Section 409A, (a) the right

to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit, (b) the amount of expenses eligible

for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or

in-kind benefits to be provided, in any other taxable year; provided that the foregoing clause (b) shall not be

violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such

expenses are subject to a limit related to the period the arrangement is in effect and (c) such payments shall be made on or before

the last day of the taxable year following the taxable year in which the expense was incurred.

A termination of employment

shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits

upon or following a termination of employment that constitute “nonqualified deferred compensation” (within the meaning of

Section 409A) unless such termination constitutes a “Separation from Service” within the meaning of Section 409A

and, for purposes of any such provision of this Agreement references to a “termination,” “termination of employment”

or like terms shall mean Separation from Service.

Each installment payable hereunder

shall constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b), including Treasury Regulation Section 1.409A-2(b)(2)(iii).

Each payment that is made within the terms of the “short-term deferral” rule set forth in Treasury Regulation Section 1.409A-1(b)(4) is

intended to meet the “short-term deferral” rule. Each other payment is intended to be a payment upon an involuntary termination

from service and payable pursuant to Treasury Regulation Section 1.409A-1(b)(9)(iii), et. seq., to the maximum extent permitted by

that regulation, with any amount that is not exempt from Code Section 409A being subject to Code Section 409A.

Notwithstanding anything to

the contrary in this Agreement, if Executive is a “specified employee” within the meaning of Section 409A, any payment

otherwise due to Executive on or within the six (6) month period following Executive’s termination will accrue during such

six (6) month period and will become payable in one lump sum cash payment on the date six (6) months and one (1) day following

the date of Executive’s termination of employment, to the extent required to avoid any adverse tax consequences under Section 409A.

Any remaining payment(s) will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding

anything herein to the contrary, if Executive dies following termination but prior to the six (6) month anniversary of Executive’s

termination date, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively

practicable after the date of Executive’s death and all other amounts will be payable in accordance with the payment schedule applicable

to each payment or benefit, to the extent and in a manner consistent with Section 409A.

14.           Miscellaneous.

(a)          This Agreement constitutes

and embodies the full and complete understanding and agreement of the parties with respect to Executive’s employment by the Company,

supersedes all prior understandings and agreements, whether oral or written, between Executive and the Company, including without limitation

the Prior A&R Employment Agreement, and shall not be amended, modified or changed except by an instrument in writing executed by the

party to be charged. The invalidity or partial invalidity of one or more provisions of this Agreement shall not invalidate any other provision

of this Agreement. No waiver by either party of any provision or condition to be performed shall be deemed a waiver of similar or dissimilar

provisions or conditions at the same time or any prior or subsequent time.

(b)          Neither

Executive nor the Company may assign or delegate any of their rights or duties under this Agreement without the express written consent

of the other; provided, however, that the Company shall have the right to delegate its obligation of payment of

all sums due to Executive hereunder, provided that such delegation shall not relieve the Company of any of its obligations

hereunder.

Agreement shall inure to the benefit of, be binding upon and enforceable against, the parties hereto and their respective successors,

heirs, beneficiaries and permitted assigns.

(d)          The

headings contained in this Agreement are for convenience of reference only and shall not affect in any way the meaning or interpretation

of this Agreement.

(e)          All

notices, requests, demands and other communications required or permitted to be given hereunder shall be in writing and shall be deemed

to have been duly given when personally delivered, sent by registered or certified mail, return receipt requested, postage prepaid, or

by reputable national overnight delivery service (e.g. Federal Express) for overnight delivery to the Company at its principal executive

office or to Executive at his address of record in the Company’s records, or to such other address as either party may hereafter

give the other party notice of in accordance with the provisions hereof. Notices shall be deemed given on the sooner of the date actually

received or the third business day after deposited in the mail or one business day after deposited with an overnight delivery service

for overnight delivery.

(f)           This

Agreement shall be governed by and construed in accordance with the internal laws of the State of Florida without reference to principles

of conflicts of laws and each of the parties hereto irrevocably consents to the exclusive jurisdiction and venue of the federal and state

courts located in the Miami-Dade County, Florida.

(g)          This

Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but which together shall

constitute one of the same instrument. The parties hereto have executed this Agreement as of the date set forth above.

(h)          Executive

represents and warrants to the Company that he has the full power and authority to enter into this Agreement and to fully perform his

obligations hereunder and that the execution and delivery of this Agreement and the performance of all of his obligations under this Agreement

will not conflict with any agreement to which Executive is a party.

(i)           The

Company represents and warrants to Executive that (i) it has the full power and authority to enter into this Agreement and to perform

its obligations hereunder and (ii) the execution and delivery of this Agreement and the performance of its obligations hereunder

will not conflict with any agreement to which the Company is a party.

[SIGNATURE

PAGE TO FOLLOW]

IN WITNESS WHEREOF, Executive

and the Company have caused this Second Amended and Restated Employment Agreement to be executed as of the date first above written.

AudioEye, Inc.

By:

/s/ Kelly Georgevich

/s/ David Moradi

Kelly Georgevich

David Moradi

Chief Executive Officer

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: tm2613765d1_ex99-1.htm · Sequence: 4

Exhibit 99.1

AudioEye Announces

Leadership Evolution: David Moradi Assumes the Role of Executive Chairman and Chief Product Officer, and Kelly Georgevich Becomes Chief

Executive Officer

TUCSON, Ariz. — May 4, 2026 — AudioEye,

Inc. (Nasdaq: AEYE) (“AudioEye” or the “Company”), an industry-leading digital accessibility

company, today announced that David Moradi will become the Company’s Executive Chairman of the Board and Chief Product Officer,

and Kelly Georgevich will assume the role of Chief Executive Officer, effective immediately. The Board of Directors has also appointed

Ms. Georgevich to the Company’s Board.

As Executive Chairman, David Moradi will help determine capital allocation,

shape long-term strategy, and continue to provide support and guidance to management. David will also focus on AI initiatives to unlock

growth in existing products and to potentially expand into additional markets to leverage the Company’s large customer base. David

has served as Acting Chief Product Officer since the second half of 2023, during which AudioEye has undergone the most significant product

improvement in its history.

“I first became aware of AudioEye over a decade ago, as an investor

who later led a few rounds of capital investment in the Company. Back then, AudioEye had virtually zero revenue and limited technology.

I believed in AudioEye’s mission to eliminate all barriers to digital accessibility, and I thought it could one day become a market

leader in digital accessibility. This vision has been realized with over 127,000 customers, the most of anyone in the industry, and the

leading solution in the market,” said David Moradi. “I’ve worked closely with Kelly for almost five years, which has

been a period of strong revenue growth, advances in product, and improvements in profitability. Over her tenure as CFO, Kelly has demonstrated

exceptional strength across both finance and operations and is ready to lead us on our next phase of growth. I’m excited to be able

to focus on expanding AudioEye’s market further by utilizing AI to not only grow our market opportunity in accessibility but to

expand into additional markets to leverage our large customer base.”

Jamil Tahir, Lead Independent Director of AudioEye’s Board, said,

“David has completely transformed AudioEye from a fledgling software company into a market leader in digital accessibility. When

David and I joined in 2019, AudioEye had low gross margins, highly negative operating margins, negative cash flow, and a product in need

of improvement. Today, AudioEye’s revenues have nearly quadrupled, with adjusted EBITDA margins approaching 30% and an industry-leading

product. Additionally, AudioEye has experienced sequential revenue growth for 41 straight quarters, a significant feat that we are unaware

of any current public software company achieving. The Board of Directors has worked closely with Kelly for almost five years and has tremendous

confidence in Kelly as she assumes the CEO role. We are also thrilled that David will remain actively involved, allowing for continued

innovation in product as the Company continues to scale.”

“I’ve worked closely with David, our employees, and

the Board of Directors for several years and have seen significant progress at AudioEye, including operational improvements across

the Company, which are now reflected in our margin and cash flow profile,” said Kelly Georgevich. “I’m excited to

lead our next phase of growth, operational rigor, and innovation. We look forward to reporting record results next week and

continued operating leverage.”

AudioEye is now conducting a search for a Chief Financial Officer,

while Kelly continues to serve as Chief Financial Officer.

About AudioEye

AudioEye exists to ensure the digital future we build

is accessible. The gold standard for digital accessibility, AudioEye’s comprehensive solution combines industry-leading AI automation

technology with expert fixes informed by the disability community. This powerful combination delivers industry-leading protection, ensuring

businesses of all sizes - including over 127,000 customers such as Samsung, Lands' End, and Samsonite - meet and exceed compliance

standards. With 26 US patents, AudioEye’s solution includes 24/7 accessibility monitoring, automated WCAG issue testing and fixes, expert

testing, developer tools, and legal protection, empowering organizations to confidently create accessible digital experiences for all.

Forward-Looking Statements

All statements in this press release about AudioEye’s expectations,

beliefs, plans, objectives, prospects, financial condition, assumptions or future events or performance are not historical facts and

are “forward-looking statements” as that term is defined under the federal securities laws. Forward-looking statements are

often, but not always, made through the use of words or phrases such as “believe”, “anticipate”, “should”,

“confident”, “intend”, “plan”, “will”, “expects”, “estimates”,

“projects”, “positioned”, “strategy”, “outlook” and similar words. These statements are

subject to a number of risks, uncertainties and other factors that could cause actual results to differ materially from what is expressed

or implied in such forward-looking statements, including the variability of AudioEye’s revenue and financial performance; sales

channels and offerings; product development and technological changes; the acceptance of AudioEye’s products in the marketplace;

the effectiveness of our integration efforts; competition; inherent uncertainties and costs associated with litigation; and general

economic conditions. These and other risks are described more fully in AudioEye’s filings with the Securities and Exchange Commission.

There may be events in the future that AudioEye is not able to predict accurately or over which AudioEye has no control. Forward-looking

statements reflect management’s view as of the date of this press release, and AudioEye urges you not to place undue reliance on

these forward-looking statements. AudioEye does not undertake any obligation to update such forward-looking statements to reflect events

or uncertainties after the date hereof.

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-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

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- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

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- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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- Definition

Local phone number for entity.

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No definition available.

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

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- Definition

Title of a 12(b) registered security.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

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- Definition

Name of the Exchange on which a security is registered.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

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Trading symbol of an instrument as listed on an exchange.

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No definition available.

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

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