Exhibit
10.1


 


THIRD
AMENDMENT TO EMPLOYMENT AGREEMENT


 




This AMENDMENT (this
"Amendment") is made and entered into as of the 18th day of January, 2017 (the "Effective Date"), and is by
and between Cliff J. Weinstein, an individual residing at the address listed in the files of the Company ("Executive"),
and FORM Holdings Corp. (formerly Vringo, Inc.), a Delaware corporation with principal offices located at 780 3rd Avenue, 12th
Floor, New York, NY 10017 (the "Company").







 


WITNESSETH


 


WHEREAS,
the Executive and the Company entered into an Employment Agreement on February 13, 2013 (the "Agreement"), as amended
on August 20, 2015 and October 13, 2015; and


 


WHEREAS,
the Company and the Executive desire to amend the bonuses and incentive compensation provision by amending the Agreement as
set forth in this Amendment;


 


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 hereby agree as follows:


 


		1.	Section 5 of the Agreement
shall be amended to include:



 


The
Executive shall be entitled to the incentive of either 5(a) (Change of Control Incentive) or 5(b) (Public Offering Incentive),
whichever occurs first, subject to the conditions set forth in Section 5(a) or 5(b) as applicable.


 


		(a)	Change
                                         of Control Incentive: Provided that on the date of the closing of a Change of Control
                                         of FLI Charge, Inc. ("FLI Charge") the Executive is either employed by FLI
                                         Charge or receiving severance and has not been terminated for Cause, the Executive will
                                         be entitled to 5% of the amount equal to the total amount of cash and the fair market
                                         value (on the date of payment) of all non- cash consideration paid or payable to the
                                         Company or its stockholders in connection with the Change of Control of FLI Charge net
                                         of transaction expenses and less the original Company acquisition price of FLI Charge
                                         of $1,500,000 and less any past or future capital contributions made or to be made by
                                         the Company or its stockholders; provided, however, to the extent that (i) any consideration
                                         otherwise receivable by the Company or its stockholders is deposited in escrow or otherwise
                                         receivable as a non-contingent deferred payment; and/or (ii) any portion of the consideration
                                         is payable to the Company or its stockholders as a contingent deferred payment (a "Future
                                         Payment Event"), such amounts shall be paid to the Executive only if and when such
                                         amounts become payable to the Company or its stockholders. Notwithstanding the foregoing,
                                         except if the Future Payment Event is subject to a substantial risk of forfeiture in
                                         accordance with Section 409A of the Internal Revenue Code (the "Code"), if
                                         the amount payable in connection with a Future Payment Event will be received by the
                                         Company or the Company 's stockholders on a date that is later than the fifth anniversary
                                         of the effective time of the Change of Control, the Executive will not be eligible to
                                         receive any payment in connection with such Future Payment Event. If
                                         the Future Payment Event is subject to a substantial risk of forfeiture at the
                                         time the Change of Control becomes effective, the Executive shall remain eligible to
                                         receive a distribution from any Future Payment Event in accordance with this paragraph.
                                         As used in this Agreement, "Change of Control" shall have the meaning set forth
                                         in the Company 's 2012 Employee, Director and Consultant Equity Incentive Plan.






 






    	 



     


    

 


or


 


		(b)	Public
                                         Offering Incentive: Provided that on the date of the closing of a public spin-off or
                                         initial public offering of FLI Charge ("Public Offering") the Executive is
                                         either employed by FLI Charge or receiving severance and has not been terminated for
                                         Cause, the Executive will receive restricted stock units ("RSUs"), pursuant
                                         to FLI Charge's equity incentive plan then in effect, equal to 5% of FLI Charge's outstanding
                                         shares of common stock issued in the Public Offering; provided, however, that the RSUs
                                         will not begin to vest until at least one hundred eighty (180) days after the Public
                                         Offering.



 


		2.	The
                                         Executive acknowledges that this Amendment, the execution thereof, and any communication
                                         or negotiations between the Executive and the Company related to this Amendment or otherwise,
                                         do not constitute Good Reason termination (as defined in the Agreement) under the Agreement.



 


		3.	This
                                         Amendment shall be governed by and construed in accordance with the internal laws of
                                         the State of New York without reference to principles of conflicts of laws.



 


		4.	This
                                         Amendment may be executed simultaneously in two or more counterparts, each of which shall
                                         be deemed an original, but all of which together shall constitute one of the same instrument.



 


IN WITNESS
WHEREOF, the Executive and the Company have caused this Amendment to be executed as of the date first above written.


 


 


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[Signature Page Follows]





 






    	 



     


    

 


[Signature Page to
Third Amendment to Employment Agreement ]


 


 


__________________________


Cliff Weinstein


 


 


FORM HOLDINGS CORP.


 


 


By: _______________________


Name: Andrew Perlman


Title: CEO