Form 8-K for E DIGITAL CORP

6-Dec-2011

Change in Directors or Principal Officers


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

Effective on December 5, 2011, MarDee Haring-Layton was appointed Chief Financial Officer of e.Digital Corporation (the "Company"). Ms. Haring-Layton has served as the Company's Principal Accounting Officer on a consulting basis since January 26, 2011. Since July 2010 Ms. Haring-Layton, age 35, has been a part-time consulting accountant for the Company. From January 2007 through December 2010 she was a consultant with Resources Global Professionals, a multinational professional services firm. From October 2005 to December 2006 she was Corporate Audit Manager at Royale Energy, Inc. and previously was employed by Charlotte Russe, Inc. as Systems Control & Reporting Manager and Deloitte & Touche, LLP as an audit professional. Ms. Haring-Layton obtained a B.S. in Business Administration from San Diego State University in 2003.

In connection with her appointment as Chief Financial Officer, Ms.
Haring-Layton's annual salary will be $98,000. She will devote approximately 28 hours per week to this part-time position. In connection with her appointment, she was granted a four year option to purchase 100,000 shares of the Company's Common Stock exercisable at $0.027 per share and vesting 25% at grant and 25% every six months thereafter. Her employment with the Company is at-will.

There are no family relationships between Ms. Haring-Layton and any director or executive officer of the Company which would require disclosure under Item 401(d) of Regulation S-K. Other than with respect to her employment with the Company, there are no transactions between Ms. Haring-Layton or any of her immediate family members and the Company or any of its subsidiaries which would require disclosure under Item 404(a) of Regulation S-K