ALSK Alaska Communications Systems Group Inc

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

On September 20, 2019, the Board of Directors of Alaska Communications Systems Group, Inc. (the “Board of Directors” and the “Company”) approved the appointment of Diedre L. Williams (age 46) to the position of Senior Vice President, Operations and People Matters of the Company effective September 22, 2019. In this role, Ms. Williams will be responsible for leadership of the Company’s product and service delivery, customer service, engineering and human resources. Ms. Williams has served as the Company’s Vice President of Human Resources since August 2015 and served as the Director of Human Resources Operations beginning in September 2011.

The Company entered into a new employment agreement with Ms. Williams (the “Agreement”). Any prior agreements or understandings with respect to Ms. Williams’ employment by the Company were cancelled as of the effective date of the Agreement. However, all restricted stock units, performance stock units and long-term incentive awards granted to Ms. Williams prior to the effective date of the Agreement shall continue in effect in accordance with their respective terms and shall not be modified, amended or cancelled by the Agreement.

The following summary of the Agreement is qualified in its entirety by reference to the Agreement, which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Term. The appointment is effective September 22, 2019. The agreement can be terminated by either party at any time for any reason, with or without cause.

Compensation. Ms. Williams’ initial annual base salary will be $235,000. In addition to her base salary, Ms. Williams will be eligible for an annual cash incentive of 60% of her base salary, or $141,000. Payment of the annual cash incentive is subject to achievement of Company and individual performance targets and approval by the Company’s Board of Directors. Ms. Williams will also be eligible for an annual long-term incentive compensation award of 80% of her base salary, comprised of retention and performance cash and/or equity compensation. All such awards are contingent upon approval by the Company’s Board of Directors. Annual base salary, annual cash incentive and long-term incentive compensation are all prorated based on actual time in the position.

Termination Benefits. Ms. Williams will continue to be covered by the Company’s officer severance policy.

There are no arrangements or understandings between Ms. Williams and any other persons in connection with her appointment. There are no family relationships between Ms. Williams and any director or executive officer of the Company, and Ms. Williams is not a party to any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.