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


           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers.



On September 10, 2020, the Compensation Committee of the Board of Directors of 1847 Goedeker Inc. (the "Company") granted a stock option under the Company's 2020 Equity Incentive Plan (the "Plan") to the Company's Chief Financial Officer, Robert D. Barry, for the purchase of 120,000 shares of the Company's common stock. The option vests with respect to 25% of the shares commencing on July 30, 2021 and on each of the first, second and third anniversaries thereof, respectively, subject to Mr. Barry's continuous service to the Company on each applicable vesting date; provided that, in the event of a change in control (as defined in the Plan), the option will vest in full. The option is exercisable for a period of ten years from the date of grant and has an exercise price of $9.00 per share.





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