AvePoint, Inc 8-K, filed Aug 16, 2021

AvePoint, Inc. (AVPT)

8-K 2021-08-16 For: 2021-08-10

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Added on April 08, 2026

About this 8-K

AvePoint, Inc filed this 8-K on August 16, 2021, reporting on events of August 10, 2021.

Items reported

Item 1.01: Entered into a material agreement
Item 5.02: Director or officer change, or executive pay
Item 7.01: Regulation FD disclosure
Item 9.01: Financial statements and exhibits

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Delaware	001-39048	83-4461709
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.0001 per share	AVPT	The Nasdaq Global Select Market
Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 per share	AVPTW	The Nasdaq Global Select Market


		Incorporated by Reference
Exhibit Number	Description	Schedule/ Form	File No.	Exhibit	Filing Date

10.1*	Employment Agreement by and between AvePoint, Inc. and Jim Caci dated August 10, 2021
99.1**	Press release, dated August 10, 2021
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

	AvePoint, Inc.

Dated: August 16, 2021
	By:	/s/ Brian Michael Brown
		Brian Michael Brown
		Chief Operating Officer, General Counsel, and Secretary


525 Washington Blvd, Suite 1400 Jersey City, NJ (Address of principal executive offices)	07310 (Zip Code)

	(a)	Resignation without Good Reason.

		Mr. Caci may resign and terminate his Employment Agreement upon written notice to the Company as without Good Reason. “Good Reason” is defined in the Employment Agreement .and generally means a material reduction in authority or responsibility; a reduction of base salary; the failure of the Company to provide substantially the same fringe benefits that are provided to him at the inception of his Employment Agreement; or the Company’s failure to comply with any material term of the Employment Agreement. In the event Mr. Caci resigns without Good Reason, Mr. Caci shall not be entitled to receive compensation or other benefits.

	(b)	Termination by the Company for Cause.

		The Company has the right to terminate Mr. Caci’s employment under the Employment Agreement at any time for Cause as defined in the Employment Agreement, which termination shall be effective immediately. “For Cause” is generally defined to include termination for any uncured material breach of the Employment Agreement by Mr. Caci or any gross negligence, intentional nonperformance or misperformance in the performance of material duties; or willful dishonesty, fraud or misconduct with respect to the business or affairs of the Company. In the event of termination by the Company for Cause, Mr. Caci would not be entitled to any compensation.

	(c)	Termination by Company without Cause or by Mr. Caci for Good Reason.

		The Company may terminate Mr. Caci’s employment other than for Cause as described above at any time upon written notice to Mr Caci and Mr. Caci may resign for “Good Reason” as described above. If such termination occurs before three completed years of service as measured from August 1, 2021, Mr. Caci shall receive the sum of four months base salary. Subsequently, in Mr. Caci’s fourth year and so on, Mr. Caci will receive one month for every completed year of service.

	Executive shall devote his best efforts and full time to rendering services on behalf of the Corporation in furtherance of its best interests. Executive shall comply with all policies, standards and regulations of the Corporation now or hereafter promulgated, and shall perform his duties under this Agreement to the best of his abilities and in accordance with standards of conduct applicable to an officer of the Corporation.

	Notwithstanding the forgoing, Executive shall be entitled to serve as a director on boards outside of the Corporation so long as such other companies do not compete with the Corporation and activities do not interfere with Executive’s duties to the Corporation.

	(a) As compensation while employed hereunder, Executive, during his faithful performance of this Agreement, in whatever capacity rendered, shall receive an annual base salary of $315,000, payable on such terms and in such installments as other similarly situated executives, which, at the current time, is payable in 24 equal installments on the 15^th and last day of each month over the course of one year. The Chief Executive Officer, in his discretion, may increase Executive's base salary during the term of this Agreement.

	(b) The Corporation shall withhold state and federal income taxes; social security taxes and such other payroll deductions as may from time to time be required by law or agreed upon in writing by Executive and the Corporation. The Corporation shall also withhold and remit to the proper party any amounts agreed to in writing by the Corporation and Executive for participation in any corporate sponsored benefit plans for which a contribution is required.

	(c) Except as otherwise expressly set forth herein, no compensation shall be paid pursuant to this Agreement in respect of any calendar month subsequent to any termination of Executive's employment by the Corporation.

	Executive shall participate in grants of long-term equity compensation awarded from time to time to senior executives pursuant to equity participation plans, including grants under the AvePoint, Inc. 2016 Equity Incentive Plan and any successor plans. Grants under such plans are subject to approval by the Board of Directors or an appropriate committee thereof.

	Executive shall be entitled to an equity grant value equal to $1,000,000, comprised of restricted stock units (RSUs) at the Corporation’s next company-wide grant cycle. Twenty-five percent (25%) of the grant shall vest as of December 31, 2021, with the remaining seventy-five percent (75%) following the vesting criteria as similarly situated officers.

	Executive shall be subject to an initial probationary period of employment, which shall be three months from Executive’s start date, during which time the Corporation may terminate this Agreement. During and following Executive’s probationary period, the following termination provisions shall apply:

	(a) Resignation by Executive without Good Reason.

	Executive may resign and terminate this Agreement upon written notice to the Corporation as provided herein. In the event Executive’s employment under this Agreement is terminated by the resignation of the Executive without Good Reason (as hereinafter defined), Executive shall thereafter have no right to receive compensation or other benefits under this Agreement.

	(b) Termination by Corporation for Cause.

	The Corporation shall have the right to terminate Executive’s employment under this Agreement at any time for Cause, which termination shall be effective immediately. Termination

	(c) Termination by Corporation without Cause or by Executive for Good Reason.

	(1) The Corporation may terminate Executive’s employment other than for Cause (as defined above) at any time upon written notice to Executive, which termination shall be effective ninety (90) days after notice to Executive of such termination. Executive may resign for “Good Reason”, as hereafter defined if Executive (i) provides written notice to the Company explaining the circumstances resulting in the submission of resignation for Good Reason (“Resignation Notice”) and (ii) provides the Company with ninety (90) days opportunity following Company’s receipt of the Resignation Notice (the “Resignation Cure Period”) to resolve the circumstances resulting in the submission of resignation for Good Reason. In the event the Company resolves the circumstances resulting in the submission of resignation for Good Reason during the Cure Period, Executive shall not be entitled to resign pursuant to this Section 10(c). In the event Company does not resolve the circumstances resulting in the submission of resignation for Good Reason during the Cure Period, Executive may resign thirty (30) days following the expiration of the Cure Period.

	(2) If such termination occurs before three (3) completed years of service as measured from August 1, 2021, Executive shall receive the sum of four (4) months base salary. Subsequently, in Executive’s fourth year and so on, Executive will receive one month for every completed year of service and for any partial years, an amount equal to the number of days in the year divided by 365 upon to a maximum of twelve (12) months.

	(3) Notwithstanding the provisions of Section 10(c)(2) of this Agreement to the contrary:

	(i) Consequences of Breach. If Executive breaches Section 11, 12 or 13 in any material respect, Executive will not thereafter be entitled to receive any further compensation or benefits pursuant to Section 10(c)(2) and the Corporation shall be entitled to recover any payments made to the Executive subsequent to such breach. This right shall be in addition to, and not in lieu of, any other available right or remedy.


	(ii) General Release. The Corporation’s obligation to provide compensation and benefits under Section 10(c)(2) shall be contingent upon the Executive signing a general release and separation agreement in form and substance acceptable to the Corporation.

	(d) Termination Upon Executive’s Death.

	This Agreement shall terminate upon death of Executive; provided, however, that in such event the Corporation shall pay to the estate of Executive his accrued but unpaid base salary compensation earned through the date of termination as well as any unpaid and due bonus/commission earned up to the date of termination.

	(e) Termination Upon Disability.

	The Corporation may terminate Executive's employment under this Agreement, after having established the Executive's disability by giving to Executive written notice of its intention to terminate his employment for disability and his employment with the Corporation shall terminate effective on the receipt of such notice. For purposes of this Agreement, "disability" means either (i) the inability of the Executive to perform his job duties due to illness or accident for a period of at least 13 weeks during any consecutive twelve month period, as determined by a physician selected and paid for by the Corporation or its insurers, and acceptable to Executive or his legal representative, which consent shall not be unreasonably withheld, or (ii) disability as defined in the policy of disability insurance maintained by the Corporation or its Affiliates for the benefit of Executive, whichever shall be more favorable to Executive. Notwithstanding any other provision of this Agreement, the Corporation shall comply with all requirements of the Americans with Disabilities Act, 42 U.S.C. § 12101 et. seq.

	(f) Obligations Survive Termination or Expiration.

	Notwithstanding the termination of Executive's employment pursuant to any provision of this Agreement (including any expiration of this Agreement), the parties shall be required to carry out any provisions of this Agreement which contemplate performance by them subsequent to such termination. In addition, no termination shall affect any liability or other obligation of either party which shall have accrued prior to such termination, including, but not limited to, any liability, loss or damage on account of breach. No termination of employment shall terminate the obligation of the Corporation to make payments of any vested benefits provided hereunder or the obligations of Executive under Sections 11, 12 and 13.

	(g) Notice by Executive.

	Executive's employment hereunder may be terminated by Executive upon ninety (90) days written notice to the Corporation or at any time by mutual agreement in writing.

	(h) Obligations Unconditional.

	The Corporation's obligation to pay the Executive the compensation provided in Section

*	Filed herewith
**	Furnished herewith


	10 shall be absolute and unconditional and shall not be affected by any circumstances, including, without limitation, any set-off, counterclaim, recoupment, defense or other right which the Corporation may have against him or anyone else. All amounts payable by the Corporation hereunder shall be paid without notice or demand. Each and every payment made hereunder by the Corporation shall be final and the Corporation will not seek to recover all or any part of such payment from the Executive or from whosoever may be entitled thereto, for any reason whatsoever. The Executive shall not be required to mitigate the amount of any payment provided for in this Agreement by seeking other employment or otherwise.

	(i) Good Reason Defined.

	For purposes of this Agreement, "Good Reason" shall mean:

	(i) The assignment of duties to the Executive by the Corporation which result in the Executive having a material reduction in authority or responsibility than he has on the date hereof, without his express written consent;

	(ii) A reduction by the Corporation of the Executive's base salary, as the same may have been increased from time to time;

	(iii) The failure of the Corporation to provide the Executive with substantially the same fringe benefits that are provided to him at the inception of this Agreement (including, but not limited to, participation in bonus programs or equity incentive programs);

	(iv) The Corporation’s failure to comply with any material term of this Agreement; or

	(v) The failure of the Corporation to obtain the assumption of, and agreement to perform, this Agreement by any successor.

	(j) Change of Control.

	For purposes of this Agreement, a Change of Control occurs if, after the date of this Agreement, (i) any person, including a "group" as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, becomes the owner or beneficial owner of Corporation securities having 50% or more of the combined voting power of the then outstanding Corporation securities that may be cast for the election of the Corporation's directors other than a result of an issuance of securities initiated by the Corporation, or open market purchases approved by the Board of Directors, as long as the majority of the Board of Directors approving the purchases is a majority at the time the purchases are made; or (ii) as the direct or indirect result of, or in connection with, a tender or exchange offer, a merger or other business combination, a sale of assets, a contested election of directors, or any combination of these events, the persons who were directors of the Corporation before such events cease to constitute a majority of the Corporation's Board, or any successor's board, within three years of the last of such transactions. For purposes of this Agreement, a Change of Control occurs on the date on which an event described in (i) or (ii)


	occurs. If a Change of Control occurs on account of a series of transactions or events, the Change of Control occurs on the date of the last of such transactions or events.

	In the event a Change of Control occurs while employed by the Company, all unvested equity participation grants by the Corporation to the Executive will immediately vest and shall be exercisable over the period of time set forth in the granting documents.

	(a) Executive hereby acknowledges that Executive’s employment with the Corporation places Executive in a position of confidence and trust with respect to the business, operations, customers, prospects, and personnel of the Corporation, and that Executive will be given access to trade secrets and confidential and proprietary business information of the Corporation. Executive acknowledges that the Corporation’s trade secrets and confidential and proprietary business information include, but are not limited to, such matters as Corporation patents, trade secrets, systems, products and methodologies (whether or not patentable), formulas, processes, manufacturing procedures, manuals, reports, software and source code used in the Corporation’s production and business processes, customers, identity of vendors, materials used in the manufacturing process, pricing received from vendors, machine settings, business opportunities and prospective business opportunities, costing and pricing procedures, marketing and business strategies, equipment and methods used and preferred by the Corporation and/or its customers, and the amounts paid by such customers for the Corporation’s products (all of the foregoing will be hereinafter referred to as “confidential information”). Additionally, and not by way of limitation, as used above, the term “trade secrets” shall be afforded the broadest construction allowed by the common law and/or the federal law.

	(b) Executive agrees that the Corporation’s confidential information derives independent economic value because it is not generally known or readily ascertainable by other persons who could obtain economic value from the disclosure or use of such information.

	(c) Executive acknowledges that the Corporation has invested considerable time and expense in developing and safeguarding its confidential information, and in developing and maintaining personal contacts and relationships with its customers and potential customers. Executive agrees that, in so doing, the Corporation has developed favorable goodwill with customers and with the business community. The Corporation wishes to safeguard its goodwill and confidential information.

	(d) Executive pledges his/her best efforts and utmost diligence to protect the Corporation’s confidential information. Unless required by the Corporation in connection with Executive’s employment or with the Corporation’s express written consent, Executive agrees that he will not, either during his employment with the Corporation or afterwards, directly or indirectly, use or disclose for Executive’s own benefit or for the benefit of another person or entity of any kind, or group of persons and/or entities, any of the Corporation’s confidential information, whether or not the information is acquired, learned, attained, or developed by Executive alone or in conjunction with others. Executive makes the same pledge with regard to

	the confidential information of the Corporation’s customers, contractors, or others with whom the Corporation has a business relationship.

	(e) Executive also agrees that all notes, lists, records, drawings, memoranda, or other documents that are made or compiled by Executive or which were available to Executive concerning any of the Corporation’s business and/or confidential information shall be the exclusive property of the Corporation. Executive agrees to deliver such materials and information to the Corporation upon the termination of the employment relationship or at any other time at the Corporation’s request. Executive understands that the unauthorized taking or disclosure of any of such information or materials could also result in civil and/or criminal liability.

	(f) The Corporation expects Executive to respect any trade secrets or confidential information of any of Executive’s former employers, business associates, or any others. Executive agrees to respect the Corporation’s express direction to Executive not to disclose to the Corporation, its officers, or any employees any such information as long as it remains confidential.

	(a) Executive understands and agrees that the Corporation has disclosed or will disclose confidential information to Executive during his employment with the Corporation, the disclosure or use of which outside the Corporation’s business would be detrimental to the Corporation. Executive further agrees that the Corporation would suffer great loss and damage if Executive should, on his own behalf or on behalf of any other person or entity of any kind, or group of persons and/or entities, use or disclose any of the Corporation’s confidential information.

	(b) Executive acknowledges that Executive’s engaging in any business that is directly or indirectly competitive with the Corporation would cause the Corporation great and irreparable harm. While employed by the Corporation, Executive shall faithfully devote his best efforts to advance the business and interests of the Corporation and may not directly or indirectly, on his own behalf or another’s behalf, engage in any manner in any other business relating to or competing with that of the Corporation.

	(c) Except as otherwise provided in this Agreement, for twelve (12) months after the termination of his employment with the Corporation for any reason, whether with or without Cause, Executive may not, directly or indirectly, on his own behalf or on behalf of another person or entity of any kind, or group of persons and/or entities, (i) participate in, or be associated with the management or control of any competing business of the Corporation at the time of termination of Executive’s employment or (ii) be employed by any such business in a position in which Executive would perform duties that are substantially similar to or the same as those performed by Executive on behalf of the Corporation or in a position that would utilize knowledge or skill developed by Executive during such employment with the Corporation. It is expressly provided, however, that this covenant does not preclude Executive from working in the

	software industry in some role that would not compete with the business of the Corporation. Because the Corporation engages in its business on a worldwide basis, the geographic scope of the covenants in this paragraph shall extend to those worldwide markets in which the Corporation does business or has plans to do business at the termination of Executive’s employment. Executive further acknowledges that the covenants in this paragraph are reasonable and necessary to protect the Corporation’s legitimate business interests.

	(d) Executive acknowledges that, while employed by the Corporation, Executive will have contact with and/or become aware of the Corporation's customers and the representatives of those customers, their names and addresses, specific customer needs and requirements, and leads and references to prospective customers. Executive further acknowledges that loss of such customers would cause the Corporation great and irreparable harm. For twenty-four (24) months after the termination of Executive’s employment for any reason, whether with or without Cause, Executive may not directly or indirectly solicit, contact, call upon, or attempt to communicate with any customer, former customer or prospective customer of the Corporation on behalf of any business competing with that of the Corporation. This restriction will apply only to any customer, former customer or prospective customer of the Corporation with whom the Corporation has had contact during that last twelve (12) months of Executive’s employment with the Corporation. For the purposes of this paragraph, "contact" means (i) interaction between the Corporation and the customer, former customer or prospective customer that takes place to further the business of either the Corporation or the customer, or (ii) making sales or marketing efforts to or performing services for the customer, former customer or prospective customer on behalf of the Corporation.

	(e) For twelve (12) months after the termination of Executive’s employment with the Corporation for any reason, whether with or without cause, Executive may not recruit, hire or attempt to recruit or hire, directly or by assisting others, any other employee of the Corporation.

	(a) This Agreement constitutes the entire agreement among the parties with respect to the subject matter hereof and supersedes any and all other agreements, either oral or in writing, among the parties hereto with respect to the subject matter hereof.

	(b) This Agreement may be executed in one or more counterparts, each of which shall be considered an original copy of this Agreement, but all of which together shall evidence only one agreement.

	AVEPOINT, INC.


	By: /s/ Tianyi Jiang
	Tianyi Jiang, CEO


	EXECUTIVE

	/s/ James Caci
	James Caci