XDSL MPhase Technologies Inc (CE)

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

Appointment of Chief Operating Officer

On May 17, 2021 (the “Effective Date”), the board of directors (the “Board”) of mPhase Technologies, Inc. (the “Company”) appointed Mr. Venkat Kodumudi as the Company’s Chief Operating Officer (the “Appointment”).

Venkat Kodumudi, age 52

combines over 29 years of experience in information technology industry senior management that includes a 14-year career as software developer and architect. Previously, he had been involved in over 5 companies and a Federal Government Agency, in the information technology industry holding positions including chief technology officer, health product practice lead, director, and deputy director for IT operations. From 2017 through May, 2021, Venkat was a Director for CGI, Inc., (NYSE: GIB) IT services company, with diverse duties including practice lead for blockchain and intelligent automation technology. From 2016 to 2017, he was CTO for FocalCXM, Inc., a company involved in building and supporting consumer engagement solutions for the Lifesciences industry. From 2004 to 2015, he held various director level positions for the Transportation Security Agency (TSA), including operating and managing TSA’s Enterprise Learning Management System (LMS). Mr. Kodumudi has a Master’s degree in Computer Science from Arizona State University and an MBA from George Mason University.

In connection with the Appointment, Mr. Kodumudi entered into an Employment Agreement (the “Employment Agreement”) with the Company. The Employment Agreement is for an indefinite term and may be terminated with or without cause. Mr. Kodumudi will receive an annual base salary of $200,000.00 (the “Base Salary”) and shall be eligible to earn a performance bonus in the target amount of up to 50% of the Base Salary, if any, upon the attainment of performance goals established by the Chief Executive Officer of the Company. In connection with his Appointment, Mr. Kodumudi was granted 500,000 restricted stock units of the Company’s common stock (the “RSUs”). The RSUs shall vest in accordance with the following: (i) 125,000 of the RSUs shall vest on the one year anniversary of the Effective Date; (ii) 125,000 RSUs shall vest on the second year anniversary of the Effective Date; (iii) 125,000 RSUs shall vest on the third year anniversary of the Effective Date; and (iv) 125,000 RSUs shall vest on the fourth year anniversary of the Effective Date. As a full-time employee of the Company, Mr. Kodumudi will be eligible to participate in all of the Company’s benefit programs.

Upon termination of Mr. Kodumudi without cause and provided that Mr. Kodumudi has been employed by the Company for a minimum of twelve (12) months but less than twenty-four (24) months, the Company shall pay or provide to Mr. Kodumudi severance pay equal to his then current monthly base salary for six months from the date of termination, during which time Mr. Kodumudi shall continue to receive all employee benefits and employee benefit plans as described in the Employment Agreement. Upon termination of Mr. Kodumudi without cause and provided that Mr. Kodumudi has been employed by the Company for a minimum of twenty-four (24) months, the Company shall pay or provide to Mr. Kodumudi severance pay equal to his then current monthly base salary for twelve months from the date of termination.

Item 5.02 of this Current Report on Form 8-K contains only a brief description of the material terms of and does not purport to be a complete description of the rights and obligations of the parties to the Employment Agreement, and such descriptions is qualified in its entirety by reference to the full text of the Employment Agreement, a copy of which is filed herewith as Exhibits 10.1.