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


           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers.




(b)

On January 13, 2020, Todd Bankofier, Chief Revenue Officer of AudioEye, Inc. (the "Company"), notified the Company of his resignation, effective as of the close of business on January 17, 2020, as Chief Revenue Officer and as an employee of the Company.





(e)

The Company expects that, in connection with the termination of Mr. Bankofier's employment as described above, Mr. Bankofier will be eligible to receive severance compensation pursuant to the terms and conditions of that certain Second Amended and Restated Executive Employment Agreement, effective as of September 16, 2019, between the Company and Mr. Bankofier (the "Employment Agreement"). A copy of the Employment Agreement is filed as Exhibit 10.1 to the Company's Current Report on Form 8-K as filed with the Securities and Exchange Commission on September 19, 2019 and incorporated herein by reference.


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