Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 16, 2020, American Virtual Cloud Technologies, Inc. (the "Company")
announced the appointment of Xavier Williams as Chief Executive Officer of the
Company, with an effective date of October 1, 2020 (the "Effective Date"). Mr.
Williams will also be appointed to serve on the Company's board of directors
(the "Board") effective as of the Effective Date.
Mr. Williams, age 52, has served in a number of leadership capacities over the
past 30 years at AT&T across multiple disciplines including finance, strategy,
sales, product management, global operations and human resources, most recently
as President of Public Sector and FirstNet from July 2020 to September 2020.
Prior to this position, he served as President of Government Solutions and
National Business from October 2019 to June 2020, President of Global Public
Sector and Wholesale Markets from October 2017 to September 2019, President of
Business Operations from March 2017 to September 2017, President of National
Business from November 2016 to March 2017, and Executive Vice President of
AT&T's Global Customer Service business from January 2015 to October 2016. Mr.
Williams received a BS in Business Administration from Edinboro University of
Pennsylvania and an MBA from the University of Pittsburgh'sKatz School of
In connection with his appointment, Mr. Williams entered into an employment
agreement, to be effective as of the Effective Date (the "Employment
Agreement"), with the Company, pursuant to which he will serve as Chief
Executive Officer of the Company, reporting to the Board, on an "at-will"
basis. Mr. Williams will also serve on the Board pursuant to the Employment
Mr. Williams will receive an initial base salary of $600,000 per year, subject
to annual reviews and potential increases, in the discretion of the Board. Mr.
Williams will receive a one-time bonus of $300,000, payable within 30 days
following the Effective Date. Mr. Williams will also be entitled to an annual
bonus for each full fiscal year during his employment term, with a target bonus
amount equal to 150% of his annual base salary, subject to the achievement of
performance objectives to be established by the Board each year. For 2020, Mr.
Williams will be entitled to receive a minimum cash bonus equal to 75% of his
annual base salary.
Pursuant to the Employment Agreement, Mr. Williams will be entitled to receive
grants of equity awards under the Company's 2020 Equity Incentive Plan (the
"Plan") consisting of (i) 500,000 restricted stock units upon the approval of
the Board and (ii) additional annual grants of restricted stock units if the
Company exceeds certain specified increases in stock price, as described in the
If Mr. Williams's employment under the Employment Agreement is terminated by
the Company without "cause" (as such term is defined in the Employment
Agreement), the Company will be obligated to pay to Mr. Williams, in addition to
accrued but unpaid salary and benefits, (i) continued payment of base salary for
one year, (ii) a pro-grated bonus (if applicable), and (iii) continued benefits,
including health care and life insurance. The Company's obligation to pay any of
the foregoing severance obligations (other than salary and benefits accrued
through the date of termination of employment) would be subject to Mr. Williams'
execution of a release of claims against the Company and Mr. Williams'
compliance with any surviving non-competition, non-solicitation, confidentiality
and assignment of inventions obligations to the Company.
If, during the term of the Employment Agreement and within 12 months following a
change in control of the Company Mr. Williams' employment under the Employment
Agreement is terminated by the Company without cause, the Company will be
obligated to pay Mr. Williams a lump sum severance benefit equal to one time his
base salary plus one and one-half times his target bonus payout. In addition,
any shares of restricted stock or other equity awards previously granted to Mr.
Williams and scheduled to vest within 12 months of such termination would
accelerate and be fully vested.
The Employment Agreement contains customary confidentiality provisions, which
apply both during and for 18 months after the term of the Employment Agreement,
and customary non-competition and non-solicitation provisions, which apply
during the term of the Employment Agreement and for 12 months thereafter.
The foregoing description of the Employment Agreement does not purport to be
complete and is qualified in its entirety by reference to the full text of the
Employment Agreement, a copy of which is filed as Exhibit 10.1 to this Current
Report on Form 8-K and is incorporated herein by reference.
Item 8.01 Other Events.
On September 16, 2020, the Company issued a press release regarding the
appointment of Mr. Williams. A copy of the press release is furnished as
Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by
Item 9.01. Financial Statements and Exhibits.
Exhibit No. Exhibit
10.1 Employment Agreement between the Company and Xavier Williams.
99.1 Press Release dated September 16, 2020.
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