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8-K primary document
OPRX · Current Report (Form 8-K) · Filed August 12, 2026

Optimizerx Corp — 8-K exhibit

ex102dsilva_amendedrestate.htm
Optimizerx Corp on Boardroom Alpha
Document

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August 7, 2026

Andrew D’Silva
XXXX
XXXX

Dear Andy,

On behalf of OptimizeRx Corporation (the “Company”), we are excited to make this amended and restated employment offer (this “2026 D’Silva Amended & Restated Employment Offer”) to you for the full-time, exempt position of Chief Financial Officer, commencing and effective as of January 1, 2027 (the “Effective Date”), reporting to Stephen Silvestro, Chief Executive Officer. For purposes of determining employment tenure, September 1, 2021 shall be recognized as your start date of employment.

Base Salary. You will be entitled to receive an annual base salary of $375,000.00, at the rate of $15,625.00 per semi-monthly pay period, representing payment for all hours worked, with such increases (but no decreases) as may be determined by the Compensation Committee of the Company’s Board of Directors (the “Compensation Committee”) from time to time (as increased from time to time, the “Base Salary”). Your Base Salary is effective as of the Effective Date and payable in accordance with the Company’s regular payroll practices and subject to customary and required withholdings and deductions.

Annual Bonus. In addition to the Base Salary, effective as of the Effective Date, you will be eligible to receive annual cash bonuses under the Company’s 2022 Cash Bonus Plan and/or any other cash incentive plan maintained by the Company (such plan, the “Bonus Plan”), as determined by the Compensation Committee of the Company’s Board of Directors (the “Compensation Committee”) in its sole discretion within the parameters, and subject to the terms and conditions, of the Bonus Plan, with an aggregate bonus target of 50% of your Base Salary. Any bonus payments paid to you is entirely at the discretion of the Compensation Committee and will be subject to the Company’s and your personal performance achievements and to customary tax deductions.

Equity. Following the Effective Date, you may receive grants of equity awards under the Company’s 2021 Equity Incentive Plan and/or any other equity-related incentive plan maintained by the Company (such plan, the “Equity Plan”), as determined by the Compensation Committee in its sole discretion within the parameters, and subject to the terms and conditions, of the Equity Plan. The treatment of any equity awards held by you under the Equity Plan in connection with the termination of your employment shall be determined under the Equity Plan and/or award agreement relating to such award.

Consistent with the foregoing, any equity granted to you, whether restricted stock units (“RSUs”) or options to purchase the Company’s common stock (“Options”) will be granted to you pursuant to the terms of the Equity Plan, as may be amended from time to time, attached hereto as Exhibit A, and the applicable award agreements in substantially similar forms to those attached hereto as Exhibit B, and the Options for the awards shall be at an exercise price equal to the fair market value of the underlying common stock as determined by the closing trading price of the Company’s common stock on the Nasdaq Stock Exchange on the grant date.



Consistent with the foregoing, any equity granted to you, whether RSUs or Options will be granted to you pursuant to the terms of the Equity Plan, as may be amended from time to time, attached hereto as Exhibit A, and the applicable award agreements in substantially similar forms to those attached hereto as Exhibit B, and the Options for the awards shall be at an exercise price equal to the fair market value of the underlying common stock as determined by the closing trading price of the Company’s common stock on the Nasdaq Stock Exchange on the grant date.

Additional Compensation. You shall be eligible to receive such other compensation as may from time to time be awarded to you by the Compensation Committee, in its sole discretion.

Severance Pay. If you undergo a Covered Termination as defined by the Company’s 2023 Severance Plan (the “Severance Plan”), as amended, and attached hereto as Exhibit C, you shall receive severance benefits within the parameters, and subject to the terms and conditions, of the Severance Plan, including your continued compliance with the terms and conditions of this Agreement, your Business Protection Agreement, and execution of the Company separation agreement, waiver and release.

Employee Benefits. In addition to your compensation, you will have the opportunity to participate in various Company benefit programs offered to employees, pursuant to the terms and conditions of such programs, including a 401(k) plan, group medical, dental and vision insurance as well as life, AD&D insurance, short and long-term disability benefits. The Company’s 401k plan includes a company match of up to 4%, based on individual contribution. You will also be eligible to participate in the Company’s flexible Paid Time Off (PTO) policy. Please note that the Company reserves the right to change or discontinue any of its benefits, plans, providers, and policies, at any time.

Job Responsibilities. As Chief Financial Officer, your responsibilities are outlined in the job description attached hereto as Exhibit D. You shall devote substantially all of your business time (excluding periods of vacation and other approved leaves of absence) to the performance of your duties with the Company, provided the foregoing shall not prevent you from participating in charitable, civic, educational, professional, community or industry affairs.

Expense Reimbursement. We will reimburse you for all approved business expenditures including travel costs incurred by you pursuant to the terms of the Company’s Travel & Expense Policy.

At-Will Employment. Please note that you are not being offered employment for a definite period of time, and that either you or the Company may terminate your employment at any time for any reason, with or without cause or notice, except as prohibited by law. Nothing in this Employment Offer should be interpreted as creating anything other than an at-will employment relationship.

Business Protection Agreement. The Company considers the protection of its confidential information, proprietary materials and goodwill to be extremely important. The Business Protection Agreement you executed on August 12, 2021, and as attached hereto as Exhibit E shall remain in full force and effect.

Certifications. As a condition of your employment, you certify and reaffirm to the Company that you are free to enter into and fully perform the duties of your position, and that you are not subject to any employment, confidentiality, non-competition or other agreement that would restrict your performance for the Company. If you are subject to any such agreement, please forward it to the Company as soon as possible.

Additionally, as a condition of your employment, you certify and reaffirm that you will not disclose to or use for the benefit of the Company any trade secret or confidential or proprietary information of any previous employer. You further certify and reaffirm that you have not divulged or used any such
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information for the benefit of the Company, and that you have not and will not misappropriate any such information from any former employer.

Entire Agreement. Effective as of the Effective Date, this 2026 D’Silva Amended & Restated Employment Offer and your signed 2021 Business Protection Agreement, states the terms of your employment and supersedes and cancels any prior oral or written representations, offers or promises made by the Company and any understandings or agreements, whether written or oral, between the Company and you, including the D’Silva Amended & Restated Employment Offer, dated August 18, 2025 (the “2025 D’Silva Amended & Restated Employment Offer”). Upon the Effective Date of this 2026 D’Silva Amended & Restated Employment Offer, the 2025 D’Silva Amended & Restated Employment Offer shall terminate, and the terms set forth therein shall be null and void.

If you have any questions, please do not hesitate to call me to discuss. If this offer is acceptable to you, please sign and date below and return one copy of this letter to the Company’s SVP, Human Resources, Jessica Garrant (jgarrant@optimizerx.com) no later than 5:00 pm on Monday, August 10, 2026, at which point in time the terms set forth in this 2026 Favazza Amended & Restated Employment Offer shall expire.


With best regards,

/s/Stephen Silvestro
Stephen Silvestro
Chief Executive Officer


Acknowledged and agreed:

Andrew D’Silva


Printed Name



/s/Andrew D’Silva

August 9, 2026
Signature

Date
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Exhibit A

OptimizeRx Corporation
2021 Equity Incentive Plan


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Exhibit B

OptimizeRx Corporation
2021 Equity Incentive Plan
Forms of Award Agreements


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Exhibit C

OptimizeRx Corporation
2023 Severance Plan


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Exhibit D

OptimizeRx Corporation
Chief Financial Officer Job Description


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Exhibit E

D’Silva Business Protection Agreement






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