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

Appointment of New President and Chief Executive Officer

On December 30, 2022, AirSculpt Technologies, Inc. (the "Company") appointed Todd Magazine, 58, as the President and Chief Executive Officer of the Company, effective January 30, 2023. Prior to joining the Company, Mr. Magazine served as the executive vice president, new businesses and chief executive officer and president of Blink Fitness, a subsidiary of Equinox, since 2012. Mr. Magazine received his B.A. from the University of Michigan and his M.B.A. from Northwestern University's Kellogg School of Management.

In connection with his appointment as President and Chief Executive Officer, Mr. Magazine will receive the following compensation:

· Annual base salary of $700,000;

· Eligibility to receive an annual target cash performance bonus of 100% of Mr.

Magazine's annual base salary for each fiscal year during Mr. Magazine's term;

· A subsidy for relocation costs in the amount of $175,000, provided Mr. Magazine

relocates to the Miami, Florida metropolitan area within six (6) months of the

start of employment;

· A sign-on cash bonus payment of $265,000;

· A sign-on equity award with a grant value of $2,000,000, which shall consist of


   50% restricted stock units ("RSUs") (vesting annually over three years) and 50%
   performance-based restricted stock units ("PSUs") at target value (with the
   number of RSUs and target PSUs granted based on (i) $1,000,000 in each case
   divided by (ii) the ASC Topic 718 grant value taking into account the per share
   closing price of the Company's common stock on the effective date and, for the
   PSUs, the applicable performance goals);

· Eligibility to participate in the Company's 2021 Equity Incentive Plan and,

commencing with grants in 2023, receive equity grants from the Company having a

target (expressed as a percentage of salary) commensurate to the equity grants

received by other executive officers of the Company, subject to the terms and

conditions of the applicable grant agreement and the approval of the Board; and

· Eligibility in the Company's standard benefits program.

In addition, Mr. Magazine is subject to non-competition, non-solicitation and confidentiality covenants. The description above is qualified in its entirety by reference to the full and complete terms of Mr. Magazine's Employment Agreement, dated December 29, 2022, a copy of which is filed as Exhibit 10.1 hereto.





Director Appointment

On December 30, 2022, the Board of Directors (the "Board") of the Company increased the size of the Board from seven (7) directors to eight (8) directors and appointed Mr. Magazine to serve as a director of the Company, effective January 30, 2023. Mr. Magazine will stand for election by stockholders at the Company's 2025 Annual Meeting of Stockholders.

Departure of the Chief Operating Officer and President

On December 30, 2022, the Board terminated Ronald Zelhof as Chief Operating Officer and President of the Company, effective December 30, 2022.

On December 30, 2022, Mr. Zelhof entered into a Separation and General Release Agreement ("Separation Agreement") with the Company, which provides for the severance benefits specified in Section 7 of his employment agreement (previously filed as Exhibit 10.10 to the Company's Registration Statement on Form S-1 (File No. 333-260067)). In addition, in connection with confirming that certain restrictive covenants remain in effect, Mr. Zelhof is entitled to remain eligible to earn PSUs through March 31, 2024 and partial accelerated vesting for 176,387.667 RSUs.

The description above is qualified in its entirety by reference to the full and complete terms of the Separation Agreement, a copy of which is filed as Exhibit 10.2 hereto.

Appointment of New Executive Chairman of the Board

Dr. Rollins entered into an amended and restated employment agreement in connection with becoming Executive Chairman of the Board. The amendments reflect the change in his role with the Company and extend the term of his agreement through October 29, 2024.

The description above is qualified in its entirety by reference to the full and complete terms of Dr. Rollins' Second Amended and Restated Employment Agreement, dated January 4, 2023, a copy of which is filed as Exhibit 10.3 hereto.

A copy of the Company's press release announcing the appointment of Mr. Magazine as President, Chief Executive Officer and director and the appointment of Dr. Rollins as Executive Chairman is filed with this Current Report on Form 8-K as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits.





(d) Exhibits.



  10.1     Employment Agreement between the Company and Todd Magazine, dated
         December 29, 2022
  10.2     Separation and General Release Agreement between the Company and
         Ronald Zelhof, dated December 30, 2022
  10.3     Second Amended and Restated Employment Agreement between the Company
         and Dr. Rollins, dated January 4, 2023
  99.1     Press Release, dated January 6, 2023
104      Cover Page Interactive Data File (embedded within the Inline XBRL
         document)

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