AVIAT NETWORKS, INC. (NASDAQ:AVNW) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01

The information required herein is incorporated by reference to Item 5.02 below.

On January 2, 2020, Aviat Networks, Inc. (“Aviat” or the “Company”) announced the appointment of Peter Smith as President and Chief Executive Officer of Aviat, effective January 2, 2020, to an employment agreement (the “Employment Agreement”) with him.

Mr. Smith has over 20 years of experience in business management and leadership, including leading organic and acquisitive growth, operational excellence and profit and loss management at companies across multiple industries. Before joining the Company, Mr. Smith, age 54, was Senior Vice President US Windows and Canada for Jeld-Wen, a manufacturer of windows and doors, since 2017. From 2013 to 2017, Mr. Smith served as President, Transportation and Industrial Segment, for Polypore International, a manufacturer of microporous membranes, where he implemented a strategy for growth in a stagnant lead acid separator business and helped prepare the formerly-public company for its sale to the Asahi Kasei Group in 2015. From 2011 to 2013, Mr. Smith was the Chief Executive Officer and a director of Voltaix Inc., a supplier to the semiconductor industry, until its sale to Air Liquide. Mr. Smith also served on the board of directors of Soleras Advanced Coatings, a specialty materials company, from 2015 to 2018. Earlier in his career, Mr. Smith held a number of executive operational and leadership positions at Cooper Industries’ industrial wireless business, Dover Knowles Electronics’ semiconductor components business and Honeywell Corporation’s specialty materials business. Mr. Smith has a Bachelor of Science degree in Material (Ceramics) Engineering from Rutgers University, received his PhD in Material Science and Engineering from Rutgers University and holds a Master of Business Administration degree from Arizona State University.

to the Employment Agreement, Mr. Smith will receive an annual base salary of $400,000 and be eligible for cash bonus payments of up to an annual aggregate of 70% (with partial years to be paid on a pro-rated basis), subject to the terms of the Company’s Annual Incentive Plan for 2020 and the discretion of the Company’s board of directors.

Mr. Smith will also receive restricted stock units (“RSUs”) to his Employment Agreement. He will receive 18,750 RSUs which shall vest if and when the price of the Company’s common stock reaches $22.50, subject to his continuous employment from the grant date until such vesting date. If a vesting threshold is not reached by January 2, 2022, those RSUs shall be cancelled and given no further effect. Mr. Smith will also receive 27,750 RSUs which shall vest if and when the price of the Company’s common stock reaches $30.00, subject to his continuous employment from the grant date until such vesting date. If a vesting threshold is not reached by January 2, 2023, those RSUs shall be cancelled and given no further effect. In addition, subject to the approval of the Company’s board of directors, Mr. Smith is eligible to participate in the Company’s long-term equity incentive plan beginning in fiscal year 2022.

Mr. Smith employment is at will, and his employment may be terminated by him or the Company at any time, with or without cause or notice.

In the event that Mr. Smith resigns from the Company without “good reason” or Mr. Smith’s employment is terminated by the Company for “cause,” each as defined in the Employment Agreement, he will not be entitled to any compensation or benefits from the Company other than those earned through the date of termination of employment. If Mr. Smith’s employment is terminated by reason of death, he will not be entitled to any compensation or benefits from the Company other than those earned through the date of such termination, except that his estate will receive a pro rata portion of any short-term incentive bonus that he would have earned during the incentive bonus period in which his employment terminates.

If Mr. Smith’s employment is terminated by the Company without cause or in connection with a long-term disability, or if Mr. Smith resigns from his employment for good reason, Mr. Smith will be entitled to the following severance benefits as long as he signs a general release in favor of the Company:

(d) Exhibits.

10.1	Employment Agreement, dated January 2, 2020, between Aviat Networks, Inc. and Peter Smith.
99.1	Press Release, dated January 2, 2020.

AVIAT NETWORKS, INC. Exhibit
EX-10.1 2 ex101to8k11093001_01022020.htm Exhibit 10.1       Employment Agreement Dear Peter: This letter agreement sets forth the terms of your employment with Aviat Networks,…
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About AVIAT NETWORKS, INC. (NASDAQ:AVNW)

Aviat Networks, Inc., together with its subsidiaries, is a supplier of microwave networking solutions. The Company’s product categories include point-to-point microwave and millimeter wave radios that are licensed (subject to local frequency regulatory requirements), lightly-licensed and license-exempt (operating in license-exempt frequencies), and element and network management software. In addition, it provides a range of professional services enabling it to deliver turnkey networks, including design, deployment, maintenance and managed services. It designs, manufactures and sells a range of wireless networking products, solutions and services to mobile and fixed public network operators, private network operators, Federal, State and Local government agencies, transportation, energy and utility companies, public safety agencies and broadcast network operators around the world. The Company sells products and services directly to its customers and also use agents and resellers.