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

Approval of PSU Award Agreements

On March 9, 2021, the Compensation Committee (the "Committee") of the Board of Directors of ATN International, Inc. (the "Company") approved a form of Performance Stock Unit Award Grant Notice and Performance Stock Unit Agreement (the "PSU Agreement"), which will govern the terms of performance stock units ("PSUs") which may be granted to the Company's employees, directors, and consultants, as applicable, under the ATN International, Inc. 2008 Equity Incentive Plan (the "Plan").

The PSU Agreement provides for a grant of a target number of PSUs, with the actual number of PSUs earned to be determined by comparing the Company's total shareholder return ("TSR") relative to the TSR of the companies on the Russell 2000 Index over a three-year measurement period that runs from March 9, 2021 to March 8, 2024. The number of PSUs in which the grantee vests at the end of the measurement period ranges from 0% to 150% in the event the Company's TSR is greater than or equal to zero and from 0% to 100% in the event the Company's TSR is less than zero. PSUs that vest under the PSU Agreement are settled in whole shares of the Company's common stock ("Common Stock"), with a cash payment to settle any fractional shares.

Vesting is generally subject to the grantee's continued employment through the end of the applicable measurement period, with certain exceptions in the case of termination due to death, disability, or "retirement" (as such term is defined in the PSU Agreement).

The foregoing description of the PSU Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the PSU Agreement, a copy of which is filed as Exhibit 10.1 hereto and incorporated herein by reference.

Approval of RSU Award Agreements

On March 9, 2021, the Compensation Committee (the "Committee") of the Board of Directors of ATN International, Inc. (the "Company") approved a form of Restricted Stock Unit Award Grant Notice (the "RSU Agreement"), which will govern the terms of restricted stock units ("RSUs") which may be granted to the Company's employees, directors, and consultants, as applicable, under the ATN International, Inc. 2008 Equity Incentive Plan (the "Plan").

The RSU Agreement has the same terms and conditions as the Form of Restricted Stock Unit Agreement under the 2008 Equity Incentive Plan as previously used the Company and as filed as Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q (File No. 001-12593) filed on May 9, 2018, with several changes to the restricted covenants.

The foregoing description of the RSU Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the RSU Agreement, a copy of which is filed as Exhibit 10.2 hereto and incorporated herein by reference.

Grants of RSU and PSU Awards

On March 9, 2021, the Committee granted restricted stock units ("RSUs") and PSUs to certain executive officers of the Company pursuant to the existing Form of Restricted Stock Unit Agreement, the PSU Agreement and the Plan, as follows:





Name                                                       RSUs         PSUs

Michael T. Prior, Chairman and Chief Executive Officer 19,350 19,350 Justin D. Benincasa, Chief Financial Officer

                8,100        8,100

Brad W. Martin, Executive Vice President, Operations 7,500 7,500 Mary Mabey, Senior Vice President and General Counsel 4,800 4,800




Item 9.01         Financial Statements and Exhibits.



(d)    Exhibits.



           Form of Performance Stock Unit Award Grant Notice and Performance Stock
  10.1   Unit Agreement.
           Form of Restricted Stock Unit Award Grant Notice and Restricted Stock
  10.2   Unit Agreement.

104      Cover page formatted in Inline XBRL.

© Edgar Online, source Glimpses