Exhibit 10.9


 


 


Employment Agreement


 


 


This Employment
Agreement (this "Agreement") is made effective as of December 1, 2020 by and between American Virtual Cloud Technologies,
Inc. ("The Company") of 1720 Peachtree Street, Suite 629, Atlanta, Georgia, 30309 and Thomas King, ("Mr. King”),
of 1298 Waterford Green Trail, Marietta, GA 30068. This Agreement replaces all prior employment agreements.


 


The Company
is engaged in the business of Information Technology Services. Mr. King will primarily perform the job duties at the following
location: 1298 Waterford Green Trail, Marietta, GA 30068.


 


		A.	The Company desires to have the services of Mr. King. 



 


		B.	Mr. King is willing to be employed by The Company. 



 


Therefore, the parties agree
as follows:


 


EMPLOYMENT.
The Company shall employ Mr. King as Chief Financial Officer. Mr. King accepts and agrees to such employment, and agrees to be
subject to the general supervision, advice and direction of The Company and the Company's Board of Directors.


 


BEST
EFFORTS OF EMPLOYEE. Mr. King agrees to perform faithfully, industriously, and to the best of his ability, experience, and
talents, all of the duties that may be required by the express and implicit terms of this Agreement, to the reasonable satisfaction
of The Company. Such duties shall be provided at such place(s) as the needs, business, or opportunities of The Company may require
from time to time. Mr. King shall devote his full business time to the rendition of such Services, subject to absences for customary
vacations and for temporary illness. In addition, Mr. King will not engage in any other gainful occupation which requires his personal
attention and/or creates a conflict of interest with job responsibilities under this Agreement without the prior approval of the
Board, with the exception that Mr. King may personally trade in stock, bonds, securities, commodities or real estate investments
for his own benefit.


 


COMPENSATION
OF EMPLOYEE. As compensation for the services provided by Mr. King under this Agreement, The Company will pay Mr. King an annual
salary of $420,000 payable in accordance with the Company's usual payroll procedures. Upon termination of this Agreement, payments
under this paragraph shall cease; provided, however, that Mr. King shall be entitled to payments for periods or partial periods
that occurred prior to the date of termination and for which Mr. King has not yet been paid, and for any commission earned in accordance
with The Company' customary procedures, if applicable. Accrued vacation will be paid in accordance with state law and The Company'
customary procedures. This section of the Agreement is included only for accounting and payroll purposes and should not be construed
as establishing a minimum or definite term of employment.


 






    


     


    

 


The Company
may award Mr. King an At-Risk Annual bonus (the Bonus), in an amount up to 100% of his starting base salary. Such Bonus will be
based on personal and corporate performance factors agreed upon by The Company.


 


Additionally,
The Company has previously awarded Mr. King 3 00,000 Restricted Stock Units under the Company’s Equity Incentive Plan.


 


EXPENSE
REIMBURSEMENT. The Company will reimburse Mr. King for "out-of-pocket" expenses incurred in accordance with the Company's
policies in effect from time to time.


 


RECOMMENDATIONS
FOR IMPROVING OPERATIONS. Mr. King shall provide The Company with all information, suggestions, and recommendations
regarding The Company's business, of which Mr. King has knowledge, that will be of benefit to The Company.


 


CONFIDENTIALITY.
The Company recognizes that Mr. King has and will have information regarding the following:


		-	inventions 



		-	products 



		-	product design 



		-	processes 



		-	technical matters 



		-	trade secrets 



		-	copyrights 



		-	customer lists 



		-	prices 



		-	costs 



		-	business affairs 



		-	future plans 



 


and other
vital information items (collectively, "Information") which are valuable, special and unique assets of The Company. Mr.
King agrees that he will not at any time or in any manner, either directly or indirectly, divulge, disclose, furnish, make accessible,
or communicate any Information to any third party without the prior written consent of The Company. Mr. King will protect the Information
and treat it as strictly confidential. A violation by Mr. King of this paragraph shall be a material violation of this Agreement
and will justify legal and/or equitable relief.


 


This Agreement
is in compliance with the Defend Trade Secrets Act and provides civil or criminal immunity to any individual for the disclosure
of trade secrets: (i) made in confidence to a federal, state, or local government official, or to an attorney when the disclosure
is to report suspected violations of the law; or (ii) in a complaint or other document filed in a lawsuit if made under seal.


 


UNAUTHORIZED DISCLOSURE
OF INFORMATION. If it appears that Mr. King has disclosed (or has threatened to disclose) Information in violation of this
Agreement, The Company shall be entitled to an injunction to restrain Mr. King from disclosing, in whole or in part, such Information,
or from providing any services to any party to whom such Information has been disclosed or may be disclosed. The Company shall
not be prohibited by this provision from pursuing other remedies, including a claim for losses and damages, attorneys' fees and
costs incurred while seeking to enforce this Agreement.


 






    


     


    

 





CONFIDENTIALITY AFTER
TERMINATION OF EMPLOYMENT. The confidentiality provisions of this Agreement shall remain in full force and effect for a two-year
period after the termination of Mr. King's employment. During such two-year period, neither party shall make or permit the making
of any public announcement or statement of any kind regarding Mr. King's employment by or connection with The Company.


 


INTELLECTUAL
PROPERTY RIGHTS. All information, ideas, concepts, improvements, discoveries, and inventions, whether patentable or not, which
are conceived, made, developed or acquired by Mr. King, individually or in conjunction with others, during his employment by The
Company (whether during business hours or otherwise and whether on The Company' premises or otherwise) which relate to The Company's
business, products or services (including, without limitation, all such information relating to corporate opportunities, research,
financial and sales data, pricing and trading terms, evaluations, opinions, interpretations, acquisition prospects, the identity
of customers or their requirements, the identity of key contacts within the customer's organizations or within the organization
of acquisition prospects, or marketing and merchandising techniques, prospective names, and marks), and all writings or materials
of any type embodying any of such items, shall be disclosed to The Company and are and shall be the sole and exclusive property
of The Company.


 


NON-COMPETE
AGREEMENT. Mr. King agrees and covenants that during his employment by The Company and for a period of one-year following the
termination of Mr. King's employment, whether such termination is voluntary or involuntary, Mr. King will not directly or indirectly
engage in any business competitive with The Company.


 


Directly
or indirectly engaging in any competitive business includes, but is not limited to: (i) engaging in a business as owner, partner,
or agent, (ii) becoming an employee, rendering advice or offering services to any third party that is engaged in such business,
(iii) becoming interested directly or indirectly in any such business, or (iv) soliciting any customer or current Executive or
Employee of The Company for the benefit of a third party that is engaged in such business. Mr. King agrees that this non-compete
provision will not adversely affect Mr. King's livelihood.


 


During the
Employment Period, Mr. King will devote his full-time efforts to the business of The Company and will not engage in consulting
work or any trade or business for his own account or for or on behalf of any other person, firm or corporation that competes, conflicts
or interferes with the performance of his duties under this Agreement.


 


BENEFITS.
Mr. King shall be entitled to standard and customary employment benefits, including holidays, officer liability and indemnification
insurance, vacation (not less than four weeks), health insurance, disability insurance and life insurance as provided by The Company
policies in effect from time to time.


 






    


     


    




TERM/TERMINATION.
Mr. King's employment under this Agreement shall be for an unspecified term on an "at will" basis. This Agreement
may be terminated by The Company upon No written notice, and by Mr. King upon Two weeks written notice. If The Company shall so
terminate this Agreement, Mr. King shall be entitled to compensation for One year of base salary. bonus and benefits (including
health care and life insurance as applicable) beyond the termination date of such termination,
unless Mr. King is in violation of this Agreement. If Mr. King is in violation of this Agreement, The Company may terminate employment
with cause without notice and with compensation to Mr. King only to the date of such termination. As used in this Agreement, the
term "Cause" shall include, without limitation: insubordination; dishonest; fraud; serious dereliction of duty; criminal
activity; acts of moral turpitude; conviction of a felony, plea of guilty or nolo contendere to a felony charge or any criminal
act involving moral turpitude. The compensation paid under this Agreement shall be Mr. King's exclusive remedy. If
Mr. King's employment is terminated by The Company without
cause, Mr. King shall continue to receive his base salary, bonus and benefits (including health care and life insurance as applicable)
for a period of One year of base salary from the effective date of termination (the "Severance Period").


 


The
salary and fringe benefits to be paid are referred to herein as the "Termination Compensation." Mr. King shall not be
entitled to any Termination Compensation unless: (i) Mr. King complies with all surviving provisions of any non-competition agreement,
non-solicitation agreement, confidentiality agreement or inventions assignment agreement that Mr. King signed, and (ii) Mr. King
executes and delivers to The Company, after a notice of termination, a release in form and substance acceptable to The Company,
by which Mr. King releases The Company from any obligations
and liabilities of any type whatsoever under this Agreement, except for The Company' obligations
with respect to the Termination Compensation, and that release shall not affect Mr. King's right to indemnification, if any, for
actions taken within the scope of his employment. Notwithstanding anything herein, no Termination Compensation shall be paid or
otherwise provided until all applicable revocation periods have fully expired, and the mutual release becomes fully and finally
enforceable. The parties hereto acknowledge that the Termination Compensation to be provided is in consideration for Mr. King's
release.


 


If
Mr. King terminates this Agreement by providing appropriate notice, the Company, at its election,
may (i) require Mr. King
to continue to perform his duties hereunder for the full notice period, or
(ii) terminate Mr. King 's employment at any time during such notice period, provided that any such termination shall not
be deemed to be a termination without cause of Mr. King 's employment by The Company. Unless otherwise provided by this Section,
all compensation and benefits paid by The Company to Mr. King shall cease upon his last day of employment.


 


TERMINATION
DUE TO DEATH. Mr. King's employment under this Agreement will terminate immediately upon his death and The Company shall not
have any further liability or obligations to Mr. King's estate, executors, heirs, assigns or any other person claiming under or
through Mr. King's estate, except that Mr. King's estate shall receive any accrued but unpaid salary or bonuses and any life insurance
benefits to be paid pursuant to Mr. King's beneficiary designation.


 






    


     


    




 


COMPLIANCE
WITH EMPLOYER'S RULES. Mr. King agrees to comply with all of the rules and regulations of The Company.


 


RETURN
OF PROPERTY. Upon termination of this Agreement, Mr. King shall deliver and return all Company and Company-related property
(including keys, records, notes, data, memoranda, models, and equipment) that is in Mr. King's possession or under his control.
Such obligation shall be governed by any separate confidentiality or proprietary rights agreement signed by Mr. King.


 


NOTICES.
All notices required or permitted under this Agreement shall be in writing and shall be deemed delivered when delivered in
person or on the third day after being deposited in the United States mail, postage paid, addressed as follows:





 


	 	Employer:
	 	 
	 	American Virtual Cloud Technologies, Inc.
	 	Xavier Williams
	 	Chief Executive Officer
	 	1720 Peachtree Street, Suite 629
	 	Atlanta, Georgia 30309
	 	 
	 	Executive:
	 	 
	 	Thomas King
	 	1298 Waterford Green Trail
	 	Marietta, Georgia 30068












 


Such addresses
may be changed from time to time by either party by providing written notice in the manner set forth above.


 


BINDING
AGREEMENT. This Agreement shall be binding upon and inure to the benefit of the parties hereto, their heirs, personal representatives,
successors and assigns. In the event The Company is acquired, is a non-surviving party in a merger, or transfers substantially
all of its assets, this Agreement shall not be terminated and the transferee or surviving company shall be bound by the provisions
of this Agreement. The parties understand that the obligations of Mr. King are personal and may not be assigned by The Company.


 


ENTIRE
AGREEMENT. This Agreement contains the entire agreement of the parties and there are no other promises or conditions in any
other agreement whether oral or written. This Agreement supersedes any prior written or oral agreements between the parties.


 


AMENDMENT.
This Agreement may be modified or amended, if the amendment is made in writing and is signed by both parties.


 


SEVERABILITY.
If any provisions of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall
continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that
by limiting such provision it would become valid or enforceable, then such provision shall be deemed to be written, construed,
and enforced as so limited.


 






    


     


    




 


WAIVER
OF CONTRACTUAL RIGHT. The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver
or limitation of that party's right to subsequently enforce and compel strict compliance with every provision of this Agreement.


 


APPLICABLE
LAW. This Agreement shall be governed by the laws of the State of Georgia.


 


 


	EMPLOYER:	 
	The Company	 
	 	 
	By:	/s/ Xavier Williams	Date:	December 2, 2020
	 	Xavier Williams	 	 
	 	Chief Executive Officer	 	 
	 	 









 


 


	AGREED TO AND ACCEPTED.	 
	 	 
	EXECUTIVE:	 
	 	 
	By:	/s/ Thomas King	Date:	December 3, 2020
	 	Thomas King