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

On December 21, 2012, usell.com, Inc. (the "Company") granted Sergio Zyman 6,000,000 shares of restricted common stock as consideration for his service as Chief Executive Officer in lieu of cash and other compensation. When Mr. Zyman was appointed Chief Executive Officer on October 10, 2012, the Company had deferred consideration of his compensation. Of these shares, 500,000 are fully vested (representing the period of time Mr. Zyman has performed services since his appointment as Chief Executive Officer) and the remaining shares will vest in equal increments of 250,000 shares on the 10th day of each month over a 22-month period, with the first vesting date being January 10, 2013, subject to continued employment on each applicable vesting date.