Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On January 7, 2020, the Board of Directors of DarioHealth Corp., or the Company,
appointed Richard Anderson, 50, to serve as its President and General Manager of
North America, effective as of January 13, 2020. In addition, on January 7,
2020, the Board of Directors of the Company relieved Mr. Olivier Jarry from his
role as President and Chief Commercial Officer of the Company and reassigned him
to serve as Senior Vice President of Strategy and Business Development.
From November 2003 to December 2019, Mr. Anderson worked for Catasys, Inc.
(Nasdaq: CATS), where he served as President and Chief Operating Officer from
July 2008 to December 2019, and as a member of its board of directors from
November 2003 to July 2019. Prior to Catasys, Inc., Mr. Anderson served as
Senior Executive Vice President of Hythiam, Inc., a predecessor company of
Catasys, Inc., from 2005 to 2008. From 1999 to 2005, he also served as Chief
Financial Officer and Secretary of Clearant, Inc., a biotechnology company.
Prior to Clearant, from 1999 to 2001, he served as the Chief Financial Officer
and Managing Director of Intellect Capital Group, a venture consulting firm.
Earlier in his career, Mr. Anderson was a Senior Manager/Director for Price
Waterhouse Cooper. Mr. Anderson holds a Bachelor of Arts in Business Economics
from the University of California at Santa Barbara.
In connection with Mr. Anderson's appointment, the Company agreed to pay Mr.
Anderson an annual base salary of $335,000. Mr. Anderson shall also be subject
to a six-month non-competition and one-year non-solicitation provision, certain
confidentiality covenants and assignment of any of his company-related
inventions. Mr. Anderson will also be entitled to certain expense reimbursements
and other standard benefits, including vacation and sick leave. In addition, Mr.
Anderson will be entitled to receive an annual incentive bonus of up to
$250,000, subject to certain milestones and performance targets. In addition,
and in conjunction with his appointment as President and General Manager of
North America, the Company agreed to issue Mr. Anderson a stock option to
purchase up to 90,000 shares of common stock at a future date and at the
discretion of the Company's Board of Directors.
Except as otherwise set forth herein, there is no arrangement or understanding
between Mr. Anderson and any other person pursuant to which he was appointed as
President and General Manager of North America and there are no transactions in
which Mr. Anderson has an interest requiring disclosure under Item 404(a) of
Regulation S-K.
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DARIOHEALTH CORP. 
