Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As previously reported, on August 25, 2022, American Virtual Cloud Technologies,
Inc. (the "Company") announced that it had retained Northland Capital Markets to
advise the Company in connection with a comprehensive strategic review process
that could lead to the sale of the Company or selected assets. Northland Capital
Markets is the trade name for certain capital markets and investment banking
services of Northland Securities, Inc., Member FINRA/SIPC. On September 7, 2022,
the Compensation Committee (the "Committee") of the Board of Directors of
American Virtual Cloud Technologies, Inc. (the "Company") approved the American
Virtual Cloud Technologies, Inc. Key Executive Incentive Plan (the "KEIP"), a
performance-based cash bonus plan for certain of the Company's senior
executives, including its Chief Executive Officer, Kevin Keough, Chief Financial
Officer, Adrian Foltz, and Chief Accounting Officer, Onex Evans.
The KEIP establishes an aggregate bonus pool of between 3.5% and 4.5% of the
"Realizable Value" (as defined in the KEIP) to the Company following any or all
of the following types of transactions completed by the Company after September
1, 2022: (i) one or more of sales of the Company's business units, (ii) a sale
of the Company's assets as a going-concern or (iii) a transaction or series of
transactions resulting in a change in control of the Company. The aggregate
bonus pool would be 3.5% of Realizable Value if Realizable Value is an amount up
to and including $35 million, 4.0% of Realizable Value if Realizable Value is
more than $35 million but no more than $50 million, and 4.5% if Realizable Value
exceeds $40 million. Each participant's share of the aggregate bonus pool is
expressed as a pro rata share of the total pool amount, subject to vesting based
on the participant's continued employment with the Company and the achievement
of certain benchmarks, as set forth in the Plan. The pro rata share awards to
Mr. Keough,Mr. Foltz, and Ms. Evans, as approved by the Committee on September
7, 2022 and set forth in their respective award letters under the KEIP, are 30%,
12%, and 12%, respectively. Any portion of a KEIP payment that is forfeited by a
participant will be allocated among the remaining participants in accordance
with their respective pro rata shares.
The foregoing summary of the KEIP and the form of award letter under the KEIP is
qualified in its entirety by reference to the full text of the KEIP and form of
award letter thereunder, copies of which are attached as Exhibits 10.1 and 10.2,
respectively, to this Current Report on Form 8-K and incorporated by reference
herein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Exhibit
10.1 American Virtual Cloud Technologies, Inc. Key Executive Incentive
Plan.
10.2 Form of Award Letter under American Virtual Cloud Technologies, Inc.
Key Executive Incentive Plan.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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AMERICAN VIRTUAL CLOUD TECHNOLOGIES, INC. 
