Management Change/Compensation Form 8 K

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As previously disclosed, William J. Febbo stepped down from his positions as Chief Executive Officer ("CEO") and Member of the Board of Directors (the "Board") of OptimizeRx Corporation (the "Company") effective as of December 31, 2024. On January 3, 2024, in connection with his separation from employment with the Company, Mr. Febbo and the Company entered into a Separation Agreement and Release of Claims which included Advisory Terms and Conditions (the "Separation and Advisory Agreement").

Under the terms of the Separation and Advisory Agreement, and in accordance with the provisions of the Amended and Restated Employment Agreement entered into by and between Mr. Febbo and the Company on April 12, 2024 (the "Employment Agreement"), Mr. Febbo will receive: (1) continuation of his $450,000 per annum base salary for a period of eighteen (18) months; (2) a one time lump sum payment of his annual cash bonus target of $450,000; and (3) reimbursement of COBRA premium payments for continued health, dental and vision benefit coverage for twelve (12) months, unless earlier terminated pursuant to the terms of COBRA.

Pursuant to the Separation and Advisory Agreement, Mr. Febbo will provide advisory services to the Company for a period of three (3) months, through March 31, 2025, during which time any equity previously granted to Mr. Febbo will continue to vest in the ordinary course.

The Separation and Advisory Agreement also contains a release of claims provision. Mr. Febbo has seven (7) days in which to revoke his acceptance of the Separation and Advisory Agreement. In addition, under the Separation and Advisory Agreement, Mr. Febbo will abide by any and all obligations under the Business Protection Agreement entered into by and between Mr. Febbo and the Company on March 5, 2024, including Mr. Febbo's agreement (a) not to compete with the Company for a period of twelve (12) months, and (b) not to solicit the Company's employees, any persons who have provided services to the Company within one (1) year from the date of his termination of employment, customers, clients, collaborators, and certain other persons or entities for a period of twelve (12) months.

The description of the terms of the Separation and Advisory Agreement contained in this Current Report on Form 8-K does not purport to be complete and is qualified in its entirety by reference to the Separation and Advisory Agreement, a copy of which is attached to this Report as Exhibit 10.1 and is incorporated by reference into this Current Report.