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

Compensation of Independent Directors

On January 3, 2020, the Compensation Committee (the "Compensation Committee") of the Board of Directors (the "Board") of Pareteum Corporation, a corporation organized under the laws of the State of Delaware (the "Company"), adopted the following compensation program for independent directors ("Independent Directors"):





  · Board Retainer                  $90,000 per annum
  · Committee Membership Fee        $10,000 per Committee per annum
  · Audit Committee Chairmanship    $20,000 per annum
  · Other Committee Chairmanship(s) $10,000 per annum

Each Independent Director may elect to receive such fees in cash, shares of the Company's common stock, par value $0.00001 per share ("Common Stock") or options to purchase Common Stock ("Options"). Stock and Options will be granted quarterly in arrears, vest immediately, and shall be calculated using a 25% discount to the VWAP of the last ten (10) days of each quarter. Any extraordinary awards for the calendar year 2020 shall be determined by the Compensation Committee half-yearly - first in May 2020 with an award to be granted at the end of the second fiscal quarter 2020, and second in November 2020, with an award to be granted at the end of the fourth fiscal quarter 2020.

In addition to the foregoing, the Compensation Committee approved certain awards, and the cancellation of certain previously granted awards, as set forth below.

Compensation of Individual Directors

Mary Beth Vitale, in recognition of her additional responsibilities and services as Interim Chairman of the Board shall receive aggregate compensation of $270,000 in cash or Stock or Options for the calendar year 2020, which shall include the fees as set forth above, as applicable, and an additional $130,000 in consideration for her services as Interim Chairman.

Yves van Sante, in recognition of his additional responsibilities including directorship of local foreign subsidiaries of the Company, shall receive aggregate compensation of $180,000 in cash or Stock or Options for the calendar year 2020, which shall include the fees as set forth above, as applicable, and an additional $90,000 in consideration for his services to the Company and the Company's subsidiaries.

2018 Awards and Cancellation of Prior Awards

The directors, officers, and other senior management of the Company have agreed to cancel equity awards received in consideration for their service for the calendar year 2018 (the "Award Cancellations"). In consideration for the Award Cancellations, such directors, officers, and other senior management of the Company were granted an aggregate of 550,000 shares of Common Stock, and 300,000 Options.





2019 Awards

The three Independent Directors of the Company, being Ms. Vitale, and Messrs. Jimenez-Tuñon and Lippert, together with Mr. van Sante, were granted extraordinary awards in the aggregate of 700,000 shares of Common Stock, and 408,333Options in consideration for services to the Company during the calendar year 2019.

In lieu of cash for services rendered for the calendar year 2019, Ms. Vitale and Messrs. van Sante, Jimenez-Tuñon and Lippert have agreed to receive an aggregate of 103,239 Options and 293,575 shares of Common Stock.

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