Offer Letter and Restricted Covenant Agreement by and between ATN International, Inc. and Carlos Doglioli, dated November 13, 2023

EXHIBIT 10.1

November 9, 2023

Carlos R. Doglioli

42 Upwey Road

Wellesley, MA 02481

Dear Carlos,

We are delighted to offer you a position with ATN International, Inc. (“ATN” or the “Company”).  This letter confirms our offer and includes details on both the financial arrangements and the Company’s benefit programs.

Our vision at ATN looks to a future where all people and communities - regardless of geographic or economic circumstance - will have access to the resources and connections of the global data ecosystem.  I believe this mission helps ATN be a very rewarding place to work and contributes to a company culture we are all very proud of and enjoy.  In your discussions with me and other members of management and the board of directors, I hope you got a good sense of that. As important, I think we have a good business strategy in place that should allow us to deliver for our shareholders and employees as we move forward. As part of the leadership team going forward, you of course will have a lot to say on how we might improve on that strategy and execute against it. I am excited to see that unfold.

Your Title, Compensation & Benefits

We have agreed that your start date will be January 8, 2024, and that you will report to the Chief Executive Officer. As discussed, your employment will begin in a non-managerial role as you get to know the people—especially your prospective direct reports and the company’s broader leadership team. We anticipate you “shadowing” Justin Benincasa for much of that period, while mixing in meetings or visits with operational leaders, and getting a basic understanding of the company’s financial close processes. Effective March 18, 2024, you will be the Company’s Executive Vice President and Chief Financial Officer (“CFO”).

Your annualized base salary will be $400,000, or $15,384.61 paid bi-weekly. This salary will be subject to adjustment pursuant to the Company’s employee compensation policies.

You will be eligible to earn an annual cash performance bonus, targeted at 75% of your base salary (pro-rated for calendar year 2024), pursuant to the Company’s annual bonus program for senior level executives, including its Compensation Recoupment Policy. The amount of any bonus earned will be based on the terms of the annual bonus program for 2024, including the corporate and individual performance objectives approved by the Compensation Committee (“Compensation Committee”) of the Board of Directors of the Company (“Board”). The determination of whether you have achieved such objectives, and the amount of any bonus payment will be at the sole discretion of the Board. Any bonus is not earned until the time of payment and you must be an employee of the Company in good standing at the time the bonus is paid to be eligible to receive it.

You also will be eligible for annual ATN equity grants as and when considered for other executives, which have typically been determined and granted towards the end of the first quarter of each calendar year for performance in the preceding calendar year. For 2024, the Compensation Committee has approved the issuance of an equity grant to you that will be made in 2024 and have a grant date value of no less than $850,000, which typically has determined based on the average closing price of the Company’s common stock for the twenty trading days prior to and including the Friday before the Compensation Committee’s meeting to approve such grants. The form and structure of the equity grants will be based on the equity program to be approved by the Compensation Committee in 2024, but at this time the Compensation Committee has indicated that they expect this to be 50 percent time-based Restricted Stock Units (RSUs) and 50 percent performance-based Performance Stock Units (PSUs). Historically, the time-based RSUs will vest 50% upon the second anniversary of the date of grant and 25% in annual installments on each of the third and fourth anniversaries of the grant date and are typically payable in shares of ATN Common Stock.  The PSUs have vested over a three-year performance period, based on applicable performance objectives determined by the Compensation Committee and are typically payable in shares of ATN Common Stock. In each case, any grant you may receive will be subject to the terms and conditions of our equity plan, the forms of equity award approved by the Compensation Committee, and the Company’s Compensation Recoupment policy (a copy of which is attached to this letter).

Finally, enclosed with this letter is our standard executive severance agreement for your execution, that provides severance benefits following the one-year anniversary of your start date, on substantially the same terms and conditions as applicable to other senior executives.

ATN is proud of the benefits we offer to our employees.  In designing the program, we believe we have created a flexible mix of benefits intended to meet your needs and those of your family.  You will be eligible to participate in the Company’s medical, dental, life and disability insurance plans the first of the month following your date of hire. Additionally, you will be eligible to participate in our 401(k) plan the 1st of the month following 30 days of employment. At such time as you become eligible for these benefits, you will receive enrollment information. You will accrue Earned Time Off (ETO) at the rate of 7.69 hours per bi-weekly pay period (200 hours annualized). Details of all the benefits plans, enrollment and employee contributions will be sent separately.  The Company reserves the right to modify, suspend or discontinue any benefit at any time, without advance notice, and in its sole discretion.

Contingencies

This offer of employment is contingent upon your providing satisfactory documentation to ATN concerning your employment eligibility as required by Congress under applicable immigration laws. This documentation must be received by the Company within three (3) business days of your start date. Your employment also is contingent upon ATN’s completion of a satisfactory investigation of your background; if the investigation is unsatisfactory, it could result in subsequent termination of employment. You agree to release ATN, its employees and agents and any individuals who may provide the Company with information regarding your background and references from any liability in connection with this investigation.

An electronic copy of the current Employee Handbook will be provided to you after your start date and will require you to sign and return a form acknowledging you have read and understood the Company’s policies and have been provided the opportunity to address any questions or concerns you may have. During your employment with the Company, you will be required to follow all the Company’s internal policies and to always conduct your business activities in accordance with the highest legal, ethical, and professional standards.

This offer of employment is also contingent upon your signing the Restrictive Covenants Agreement attached as Exhibit A, which includes provisions designed to protect the Company’s confidential and proprietary information and trade secrets, including non-solicitation and non-competition restrictions.

At-Will Employment Relationship

If you accept this offer, you will be an employee-at-will, which means that either you or the Company are free to terminate the employment relationship at any time with or without cause. The Company is not bound to follow any policy, procedure, or process in connection with employee discipline, employment termination or otherwise. Should you or the Company terminate your employment for any reason at any time during the calendar year, you will be entitled to receive only the pro rata portion of your base salary through the date of your termination, along with any other compensation or benefits to which you are entitled by law or under the terms of the Company’s compensation and benefit plans that are then in effect.

Statement Regarding Obligations to Former Employers and Other Third Parties

As a further condition of your employment with the Company, you hereby represent that you are not presently under, and will not become subject to, any obligation to any person or entity that is inconsistent or in conflict with your employment with the Company or which would prevent, limit, or impair in any way your performance of your duties to the Company. Specifically, you represent that you have not brought with you any confidential or proprietary information of any former employer or other third party, and you are not subject to any agreement or obligation with a former employer or other third party that would prohibit your employment by the Company.

Interpretation, Amendment and Enforcement

This offer letter, together with the policies and any exhibit referenced herein, contains our entire understanding regarding the terms and conditions of your employment and supersedes any prior statements regarding your employment made to you at any time by any representative of the Company. Your signature acknowledges your understanding that your employment with the Company is at-will, as described above, and that neither this letter nor anything referenced herein, nor any Company practice, other oral or written policies or statements of Company or its agents, shall create an employment contract, guarantee a definite term of employment, or otherwise modify in any way the agreement and understanding that employment with Company is at-will. No representative of the Company, except for the General Counsel and/or Head of Human Resources has any authority to enter into any agreement contrary to the foregoing. By accepting this offer of employment, you agree to all terms outlined in this letter, and you also certify that you are not under any legal or contractual obligation that would prevent you from performing any of your responsibilities at ATN.

If the foregoing offer is acceptable to you, please accept by signing this letter agreement no later than November 14, 2023. If we do not hear from you by then, this offer will become null and void.

We all are very much looking forward to working with you and are excited to have you join our team.

Sincerely,

Michael T. Prior

Chief Executive Officer

Date: November 13, 2023

BY SIGNING THIS OFFER LETTER AGREEMENT, I ACKNOWLEDGE THAT I HAVE READ IT, I UNDERSTAND IT, AND I AGREE TO COMPLY WITH ITS TERMS. I UNDERSTAND THAT I SHALL BE EMPLOYED AT-WILL AND THAT THE COMPANY OR I MAY TERMINATE MY EMPLOYMENT AT ANY TIME AND FOR ANY LAWFUL REASON OR NO REASON.

Restrictive Covenants Agreement

This Restrictive Covenants Agreement (the “Agreement”), dated as of November 9, 2023 and effective as of of January 8, 2024 (the “Effective Date”), is made and entered by and between ATN International, Inc., a Delaware corporation (“ATN” or the “Company”), and Carlos Doglioli (the “Employee”). In consideration and as a condition of Employee’s employment by ATN, and the compensation now and hereafter paid to Employee, Employee hereby agrees to the terms of this Agreement as follows:

1.             Confidentiality. The Employee hereby covenants and agrees that at all times while employed by the Company and thereafter, he or she will not disclose to any person not employed by the Company, or use for any purpose other than in furtherance of his or her duties to the Company, any Confidential Information (as defined below) of the Company.

2.             Duty of Loyalty. During the term of the Employee’s employment by the Company, Employee will comply with all policies and rules that may from time to time be established by the Company, and will not engage directly or indirectly in any business or enterprise or activity that (a) is in any way competitive or conflicting with the interests or business of the Company; (b) occupies the Employee’s attention so as to interfere with the proper and efficient performance of the Employee’s duties for the Company; or (c) interferes with the independent exercise of the Employee’s judgment in the Company’s best interests. The Employee will comply with the Company’s policies regarding disclosure and approval of work outside of the Company, as those policies are amended and in effect from time to time. In addition, in consideration of the Employee’s employment by the Company, the Employee recognizes that the Employee owes a duty of loyalty to the Company and agrees that the Employee will not take personal advantage (whether directly or indirectly through family members or affiliates) of any business opportunity which is in the same or similar line of business as that engaged in by the Company. The Employee understands and agrees that the Employee is required to devote the Employee’s full time and use the Employee’s best efforts in the course of the Employee’s employment with the Company and to act at all times in the best interests of the Company.

3.             Covenants Not to Compete and Not to Solicit.

The Employee agrees and covenants, during the term of the Employee’s employment with the Company and for the twelve (12) months thereafter, not to directly or indirectly solicit, transact business with, or contact (including but not limited to by e-mail, regular mail, express mail, telephone, or instant message) or attempt to contact the Company’s current, former or prospective customers for purposes of offering or accepting goods or services similar to or competitive with those offered by the Company.

4.             Remedies. In the event of a breach or threatened breach by the Employee of any of the provisions of this Agreement, the Employee hereby consents and agrees that the Company shall be entitled, in addition to other available remedies, to a temporary or permanent injunction or other equitable relief against such breach or threatened breach from any court of competent jurisdiction, without the necessity of showing any actual damages or that money damages would not afford an adequate remedy, and without the necessity of posting any bond or other security. The aforementioned equitable relief shall be in addition to, not in lieu of, legal remedies, monetary damages or other available forms of relief.

5.             Miscellaneous.

6.             Acknowledgments. THE EMPLOYEE ACKNOWLEDGES AND AGREES THAT THE EMPLOYEE HAS FULLY READ, UNDERSTANDS AND VOLUNTARILY ENTERS INTO THIS AGREEMENT. THE EMPLOYEE ACKNOWLEDGES AND AGREES THAT HE/SHE HAS A RIGHT TO CONSULT WITH AN ATTORNEY OF HIS OR HER CHOICE BEFORE SIGNING THIS AGREEMENT AND THAT HE/SHE HAS HAD AN OPPORTUNITY TO ASK QUESTIONS AND CONSULT WITH AN ATTORNEY OF HIS OR HER CHOICE BEFORE SIGNING THIS AGREEMENT. THE EMPLOYEE RECEIVED THIS AGREEMENT ON THE EARLIER OF THE DATE THE EMPLOYEE RECEIVED A FORMAL OFFER OF EMPLOYMENT FROM THE COMPANY AND TEN BUSINESS DAYS BEFORE THE COMMENCEMENT OF EMPLOYMENT.

IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed and delivered as of the date first above written.