ABWN Airborne Wireless Network (CE)

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

On October 31, 2018, Airborne Wireless Network (the “ Company ”) provided notice to Earle Olson, the Company’s Vice President, Industry Relations, and Jason T. de Mos, the Company’s Vice President, Business Development and Aviation Compliance, that it was necessary to furlough such individuals from their active employment status, effective on such date. Pursuant to the terms of the notice, Messrs. Olson and de Mos will be on unpaid furlough indefinitely, however, the Company may, its option, enter into alternative contractual arrangements with such individuals on an as-needed, per diem basis. As of the date of this report, no such arrangements have been entered into with such individuals.

Messrs. Olson and de Mos will continue to hold the vested and unvested stock options awarded to them. The Company may convert the furlough of each of Mr. Olson and Mr. de Mos into a termination of his respective employment. Upon such termination, pursuant to the terms of each employee’s previously disclosed employment agreement with the Company, (i) the Company would make monthly payments to Mr. Olson of $10,600 for each month that he does not compete with the Company for a period of 90 days and (ii) the Company would pay Mr. de Mos that compensation which is equal in amount to his annual base salary during the employment year of termination plus the amount of all unused vacation, which compensation shall be paid in equal installments during the 12 months immediately following the date of termination. Any unvested stock options held by the terminated individuals would then be forfeited.