ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

(e) On January 23, 2020, Repro Med Systems, Inc. (the "Company") entered into an Amended and Restated Employment Agreement dated as of January 1, 2020 with Karen Fisher, the Company's Chief Financial Officer (the "A&R Employment Agreement"). The following summary of the A&R Employment Agreement does not purport to be complete and is subject to and qualified in its entirety by the terms of the A&R Employment Agreement, a copy of which is attached as an exhibit to this Current Report on Form 8-K and incorporated herein by reference.

The material terms of the A&R Employment Agreement are as follows:




  •   Ms. Fisher's annual base compensation will be $250,000 ("Base Salary"),
      subject to increase but not decrease, at the discretion of the Company's
      Board of Directors.

  •   Ms. Fisher will be eligible to earn an annual bonus of 30% of Base Salary
      in accordance with the Company policy and procedure for granting of a
      specified executive bonus based on achievement of goals set in the
      Company's annual budgeting process ("Annual Bonus").

  •   Ms. Fisher's employment with the Company is "at-will," meaning that Ms.
      Fisher may terminate her employment at any time for any reason or no
      reason, and that Company may terminate Ms. Fisher's employment at any time
      for any reason or no reason.

  •   Upon termination of Ms. Fisher's employment by the Company without Cause or
      for Good Reason (as defined in the agreement), subject to her execution of
      a customary general release of claims in favor of the Company and its
      affiliates, Ms. Fisher will be entitled to receive an amount equal to
      twelve (12) months of Ms. Fisher's then-current Base Salary, to be paid in
      accordance with the Company's normal payroll practices after the
      termination date. Ms. Fisher will further be entitled to payment of her
      Annual Bonus, if earned. For the same twelve (12) month period after the
      termination date, the Company will also pay premiums for Ms. Fisher's
      health insurance as currently enrolled on the termination date.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.




(d) Exhibits.


Exhibit No. Description

10.1 Employment Agreement dated as of January 1, 2020 between Repro Med

Systems, Inc. and Karen Fisher.

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