Item 5.02 Departure of Directors or Certain Officers; Election of Directors;


          Appointment of Certain Officers; Compensatory Arrangements of Certain
          Officers.

On January 9, 2020, we announced we had appointed Gail S. Page to serve as our Interim Chief Executive Officer. On January 17, 2020, we entered into a letter agreement with Ms. Page with respect to her compensation as Interim Chief Executive Officer. The terms of the letter agreement were set by the compensation committee, which consists of the three disinterested members of the board of directors, based in part upon advice of Pearl Meyer & Partners, LLC, the compensation committee's independent compensation consultant.

The letter agreement provides for the at-will employment of Ms. Page as our Interim Chief Executive Officer for a term expiring upon the appointment of a permanent Chief Executive Officer, unless earlier terminated by a vote of a majority of our disinterested directors. Under the terms of the letter agreement, we will pay Ms. Page a base salary of $460,000 during the term of her service and we granted to her, under our 2019 Omnibus Incentive Plan, a total of 30,864 restricted shares of our common stock, which shares will vest upon the earliest of (a) our appointment of a permanent Chief Executive Officer, (b) July 9, 2020, (c) our termination of her employment as Interim Chief Executive Officer, or (d) a change in control of our company.

In addition, in the letter agreement Ms. Page agreed to make herself reasonably available to consult with our representatives on transition matters for a period of sixty days following the end of the term of the letter agreement, for which she will be entitled to receive transition service fees totaling $76,667 over the sixty-day period.

The foregoing description of the letter agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the letter agreement, which is included as Exhibit 10.1 to this report and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.





(d) Exhibits.



 Exhibit                                  Description
  10.1†     Letter agreement dated January 17, 2020, between Chembio Diagnostics,
            Inc. and Gail S. Page

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† Indicates management contract or compensatory plan.

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