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

On June 25, 2020, as part of its Executive Succession Plan, Anterix Inc. (the "Company") announced that Brian D. McAuley had submitted his resignation as Executive Chairman of the Board, effective on July 1, 2020. The Company also announced that Mr. McAuley would continue to serve on the Board through the date of the Company's 2020 Annual Meeting of Stockholders as Chairman Emeritus.

On August 27, 2020, the Company entered into a consulting agreement with Mr. McAuley (the "Consulting Agreement") under which Mr. McAuley will serve as a Senior Advisor to the Company's management team and provide strategic, corporate governance and Board advisory services. The Consulting Agreement provides that Mr. McAuley will receive cash compensation of $40,000 per year. Pursuant to the existing terms of his outstanding equity awards, Mr. McAuley will continue to vest in his outstanding equity awards as he continues to provide services to the Company pursuant to the Consulting Agreement. The Consulting Agreement is effective as of September 2, 2020 and terminates by its terms on September 1, 2021, unless terminated earlier by either party or extended upon the mutual agreement of the parties at least thirty (30) days before the end of the term. The Consulting Agreement contains standard confidentiality, indemnification and intellectual property assignment provisions in favor of the Company.

The Consulting Agreement also contains a waiver by Mr. McAuley to any severance benefits that he might be entitled to receive under the Company's Executive Severance Plan in connection with his resignation and the Executive Succession Plan. In consideration for this wavier, in the event the Company terminates the Consulting Agreement without cause, Mr. McAuley dies or becomes disabled during the term of the Consulting Agreement, or the Company elects not to extend the term of the Consulting Agreement through September 1, 2023, then the vesting of all outstanding time-based equity awards held by Mr. McAuley shall accelerate on the date his consulting services end such that he will be deemed to have vested in a total of 18,761 shares of Common Stock for his services under the Consulting Agreement. In addition, Mr. McAuley's performance-based equity awards shall remain outstanding (and shall not terminate) and he shall continue to be eligible to obtain vested option shares and vested restricted stock units under his outstanding performance-based equity awards if the "Vesting Conditions" set forth in the performance-based equity awards are satisfied.

The Audit and Compensation Committees each approved Mr. McAuley's Consulting Agreement, and the consideration he will receive thereunder, in accordance with the Company's Corporate Governance Guidelines and Related Party Transaction Policy.

The foregoing summary of the Consulting Agreement is not complete, and is qualified in its entirety by reference to the full text thereof, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K, and incorporated herein by reference.




Item 9.01.  Financial Statements and Exhibits.



(d) Exhibits.




Exhibit No.    Description

    10.1         Independent Contractor Services Agreement, dated August 27,
               2020, by and between the Company and Brian D. McAuley.














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