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


           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers.

(b) On November 1, 2021, Ms. Florence Ng notified the Board of Directors (the "Board") of AeroCentury Corp. (the "Company") of her resignation as General Counsel of the Company, effective immediately. Ms. Ng's resignation was not due to a disagreement with the Company, its operations, policies, or practices but due to her relocation at the request of the Company from Hong Kong to the Company's headquarters in Palo Alto, California to head the Company's operations and business development.

(c) On November 1, 2021, the Board elected Ms. Ng to serve as the Company's Vice President of Business Development. In connection with her appointment as Vice President of Business Development, the Company entered into an amendment to the existing employment agreement with Ms. Ng to properly reflect Ms. Ng's resignation as General Counsel and her new appointment as Vice President of Business Development (the "Ng Amendment"). Ms. Ng will not receive additional compensation for serving as the Company's Vice President of Business Development. The remaining material terms of Ms. Ng's original employment agreement were unchanged.

Except as disclosed in this in this Current Report, there are no arrangements or understandings with any other person pursuant to which Ms. Ng was appointed as Vice President of Business Development of the Company. There are also no family relationships among Ms. Ng and any of the Company's directors or executive officers. Except as disclosed in this in this Current Report, Ms. has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

A copy of the original employment agreement with Ms. Ng is filed as Exhibit 10.6 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on October 1, 2021 and is incorporated herein by reference. The foregoing description of the Ng Amendment is qualified in its entirety by reference to the full text of the Ng Amendment, a copy of which is filed herewith as Exhibit 10.1 to this Current Report on Form 8-K, and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits






(d) Exhibits



Exhibit   Exhibit Description
10.1        Amendment to Employment Agreement by and between AeroCentury Corp. and
          Florence Ng, dated as of November 1, 2021




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