Ault Disruptive Technologies, Corp.

  • NYSE American: ADRT (common stock) and ADRT-WS (warrants)

© Ault Disruptive Technologies Corporation. All Rights Reserved.

Our Corporate Governance

  • CODE OF ETHICS

    The Board of Directors (the "Board") of Ault Disruptive Technologies Corporation (the "Company") has adopted this Code of Ethics (this "Code") to provide value for our stockholders; and

    • To encourage honest and ethical conduct, including fair dealing and the ethical handling of conflicts of interest;
    • To prompt full, fair, accurate, timely and understandable disclosure;
    • To comply with applicable laws and governmental rules and regulations;
    • To prompt internal reporting of violations of this Code;
    • To protect the Company's legitimate business interests, including corporate opportunities, assets and confidential information; and
    • To deter wrongdoing.

    All directors, officers, employees and independent contractors of the Company are expected to be familiar with this Code and to adhere to the principles and procedures set forth in this Code. For purposes of this Code, all directors, officers, employees and independent contractors are referred to collectively as "employees" or "you" throughout this Code.

    I. Honest and Ethical Conduct

    All directors, officers, employees and independent contractors owe duties to the Company to act with integrity. Integrity requires, among other things, being honest and ethical. This includes the ethical handling of actual or apparent conflicts of interest between personal and professional relationships. Deceit and subordination of principle are inconsistent with integrity.

    All directors, officers, employees and independent contractors have the following duties:

    • To conduct business with professional courtesy and integrity, and act honestly and fairly without prejudice in all commercial dealings;
    • To work in a safe, healthy and efficient manner, using skills, time and experience to the maximum of abilities;
    • To comply with applicable Company policies and job requirements, and adhere to a high standard of business ethics;
    • To observe both the form and spirit of laws, governmental rules, regulations and accounting standards;
    • Not to knowingly make any misleading statements to any person or to be a party to any improper practice in relation to dealings with or by the Company;
    • To ensure that Company resources and properties are used properly;
    • To maintain the confidentiality of information where required or consistent with Company policies; and
    • Not to disclose information or documents relating to the Company or its business, other than as required by law, not to make any unauthorized public comment on Company affairs and not to misuse any information about the Company or its associates, and not to accept improper or undisclosed material personal benefits from third parties as a result of any transaction or transactions of the Company.
    II. Conflicts of Interest

    A "conflict of interest" arises when an individual's personal interest interferes or appears to interfere with the interests of the Company. A conflict of interest can arise when a director, officer or employee takes actions or has personal interests that may make it difficult to perform his or her Company work objectively and effectively.

    There are a variety of situations in which a conflict of interest may arise. While it would be impractical to attempt to list all possible situations, some common types of conflicts may be:

    • To serve as a director, employee or contractor for a company that has a business relationship with, or is a competitor of the Company;
    • To have a financial interest in a competitor, supplier or customer of the Company;
    • To receive improper personal benefits from a competitor, supplier or customer, as a result of any transaction or transactions of the Company;
    • To accept financial interest beyond entertainment or nominal gifts in the ordinary course of business, such as a meal or a coffee mug;
    • To present at a conference where the conference sponsor has a real or potential business relationship with the Company (e.g. vendor, customer, or investor), and, the conference sponsor offers travel or accommodation arrangements or other benefits materially in excess of the Company's standard; or
    • To use for personal gain, rather than for the benefit of the Company, an opportunity that is offered to you solely in your capacity as an employee, officer or director of the Company and that is one that the Company is legally and contractually permitted to undertake and that is otherwise reasonable for the Company to pursue.

    Fidelity or service to the Company should never be subordinated to or dependent on personal gain or advantage. Conflicts of interest should be avoided.

    In most cases, anything that would constitute a conflict for a director, officer or employee also would present a conflict if it is related to a member of his or her family.

    Interests in other companies, including potential competitors and suppliers, that are purely for management of the other entity, or where an otherwise questionable relationship is disclosed to the Board and any necessary action is taken to ensure there will be no effect on the Company, are not considered conflicts unless otherwise determined by the Board.

    Evaluating whether a conflict of interest exists can be difficult and may involve a number of considerations. Please refer to other policies for further information. We also encourage you to seek guidance from our Chief Executive Officer or Chief Financial Officer when you have any questions or doubts.

    III. Related-Party Transactions

    The Company shall avoid, wherever possible, all Related-Party Transactions (as defined below) that could result in actual or potential conflicts of interests, except if in accordance with the approval process and guidelines included below.

    "Related-Party Transactions" are defined as transactions in which (1) the aggregate amount involved will or may be expected to exceed $120,000 in any calendar year, (2) the Company or any of the Company's subsidiaries is a participant, and (3) any (a) executive officer, director or nominee for election as a director, (b) greater than 5% beneficial owner of the Company's common stock, or (c) immediate family member, of the persons referred to in clauses (a) and (b) (each, a "Related Party"), has or will have a direct or indirect material interest (other than solely as a result of being a director or a less than 10% beneficial owner of another entity).

    Approval Process and Guidelines.

    • Each director and executive officer shall identify, any Related-Party Transaction involving a Related Party and inform the Audit Committee of the Board (the "Audit Committee") before the Company may engage in the transaction with a Related Party. Each of the Company's directors and officers shall complete a directors' and officers' questionnaire that elicits information about Related-Party Transactions.
    • In the event that the Company proposes to enter into, or materially amend, a Related-Party Transaction, the Chief Executive Officer or Chief Financial Officer shall present such Related-Party Transaction to the Audit Committee for review and consideration. The presentation to the Audit Committee shall include, to the extent reasonably available, a description of (a) all of the parties thereto, (b) the interests, direct or indirect, of any Related Party in the transaction in sufficient detail so as to enable the Audit Committee to fully assess such interests, (c) a description of the purpose of the transaction, (d) all of the material facts of the proposed Related-Party Transaction, including the proposed aggregate value of such transaction, or, in the case of indebtedness, the amount of principal that would be involved, (e) the benefits to the Company of the proposed Related-Party Transaction, (f) if applicable, the availability of other sources of comparable products or services, (g) an assessment of whether the proposed Related-Party Transaction is on terms that are comparable to the terms available to or from, as the case may be, unrelated third parties and (h) the recommendation of the Chief Executive Officer or Chief Financial Officer with respect to the proposed Related-Party Transaction.

      A Related-Party Transaction shall require, by the Audit Committee and a majority of the Company's disinterested and independent directors, who had access at the Company's expense to the Company's attorneys or independent legal counsel, prior approval and a determination that the terms of such Related-Party Transaction are no less favorable to the Company than those that would be available to the Company with respect to such a transaction from unaffiliated third parties.
    • Any Related-Party Transaction, if not a Related-Party Transaction when originally consummated, or if not initially identified as a Related-Party Transaction prior to consummation, shall be submitted to the Audit Committee and a majority of the Company's disinterested and independent directors for review and, if applicable, approved in accordance with the review and oversight policies set forth above as soon as reasonably practicable.
    • Notwithstanding the foregoing, the Company shall not consummate its initial business combination (a "Business Combination") with an entity that is affiliated with any of the Company's officers, directors or other insiders, unless the Company has obtained (i) an opinion from an independent investment banking or accounting firm as to the fair market value of the target business and that the Business Combination is fair to the Company's unaffiliated stockholders from a financial point of view, (ii) the approval of the Audit Committee and (iii) the approval of a majority of the Company's disinterested and independent directors.
    • In no event will the Company's insiders or any of the members of the Company's management team be paid any finder's fee, consulting fee or other similar compensation prior to, or for any services they render in order to effectuate, the consummation of the Company's initial Business Combination (regardless of the type of transaction that it is).
    IV. Disclosure

    Each director, officer or employee, to the extent involved in the Company's disclosure process, including the Chief Executive Officer or Chief Financial Officer is required to be familiar with the Company's disclosure controls and procedures applicable to him or her so that the Company's public reports and documents comply in all material respects with the applicable securities laws and rules. In addition, each such person having direct or supervisory authority regarding these securities filings or the Company's other public communications concerning its general business, results, financial condition and prospects should, to the extent appropriate within his or her area of responsibility, consult with other Company officers and employees and take other appropriate steps regarding these disclosures with the goal of making full, fair, accurate, timely and understandable disclosures.

    Each director, officer or employee, to the extent involved in the Company's disclosure process must:

    • Familiarize himself or herself with the disclosure requirements applicable to the Company as well as the business and financial operations of the Company.
    • Not knowingly misrepresent, or cause others to misrepresent, facts about the Company to others, whether within or outside the Company, including to the Company's independent auditors, governmental regulators and self-regulatory organizations.
    V. Compliance

    It is the Company's policy to comply with all applicable laws, rules and regulations. It is the personal responsibility of each employee, officer and director to adhere to the standards and restrictions imposed by those laws, rules and regulations in the performance of their duties for the Company, including those relating to accounting and auditing matters and insider trading.

    The Board endeavors to ensure that the directors, officers and employees of the Company act with integrity and observe the highest standards of behavior and business ethics in relation to their corporate activities.

    Specifically, directors, officers and employees must:

    • Comply with the law;
    • Act in the best interests of the Company;
    • Be responsible and accountable for their actions; and
    • Observe the ethical principles of fairness, honesty and truthfulness, including disclosure of potential conflicts.

    Generally, it is against Company policies for any individual to profit from undisclosed information relating to the Company or any other company in violation of insider trading or other laws. Anyone who is aware of material nonpublic information relating to the Company, our customers, or other companies may not use the information to purchase or sell securities in violation of securities laws.

    If you are uncertain about the legal rules involving your purchase or sale of any Company securities or any securities in companies that you are familiar with by virtue of your work for the Company, you should consult with the Chief Executive Officer or Chief Financial Officer before making any such purchase or sale. Other policies issued by the Company also provide guidance as to certain of the laws, rules and regulations that apply to the Company's activities.

    VI. Reporting and Accountability

    The Board has the authority to interpret this Code in any particular situation. Any director, officer or employee who becomes aware of any violation of this Code is required to notify the Chief Executive Officer or Chief Financial Officer promptly.

    Any questions relating to how these policies should be interpreted or applied should be addressed to the Chief Executive Officer or Chief Financial Officer. Any material transaction or relationship that could reasonably be expected to give rise to a conflict of interest, as discussed in Section II of this Code, should be discussed with the Chief Executive Officer or Chief Financial Officer. A director, officer or employee who is unsure of whether a situation violates this Code should discuss the situation with the Chief Executive Officer or Chief Financial Officer to prevent possible misunderstandings and embarrassment at a later date.

    Each director, officer or employee must:

    • Notify the Chief Executive Officer or Chief Financial Officer promptly of any existing or potential violation of this Code; and
    • Not retaliate against any other director, officer or employee for reports of potential violations.
    • The Company will follow the following procedures in investigating and enforcing this Code and in reporting on the Code:
      • The Chief Executive Officer or Chief Financial Officer, as appropriate, will take all appropriate action to investigate any violations reported. In addition, the Chief Executive Officer or Chief Financial Officer as appropriate, shall report each violation and alleged violation involving a director or an executive officer to the Chairman of the Board. To the extent he or she deems appropriate, the Chairman of the Board shall participate in any investigation of a director or executive officer. After the conclusion of an investigation of a director or executive officer, the conclusions shall be reported to the Board.
      • The Board will conduct such additional investigation as it deems necessary. The Board will determine whether a director or executive officer has violated this Code. Upon being notified that a violation has occurred, the Chief Executive Officer or Chief Financial Officer as the case may be, will take such disciplinary or preventive action as deemed appropriate, up to and including dismissal or, in the event of criminal or other serious violations of law, notification of appropriate law enforcement authorities.
    VII. Corporate Opportunities

    Employees, officers and directors are prohibited from taking (or directing to a third party) a business opportunity that is offered to them solely in their capacity as an employee, officer or director of the Company and that is one that the Company is legally and contractually permitted to undertake and that is otherwise reasonable for the Company to pursue, unless the Company has already been offered the opportunity and turned it down.

    Sometimes, the line between personal and Company benefits is difficult to draw, and sometimes there are both personal and Company benefits in certain activities. Employees, officers and directors who intend to make use of Company property or services in a manner not solely for the benefit of the Company should consult beforehand with the Chief Executive Officer or Chief Financial Officer.

    VIII. Confidentiality

    In carrying out the Company's business, employees, independent contractors, officers and directors often learn confidential or proprietary information about the Company, its customers, suppliers, or joint venture parties. Employees, independent contractors, officers and directors must maintain the confidentiality of all information so entrusted to them, except when disclosure is authorized or legally mandated. Confidential or proprietary information of our Company, and of other companies, includes any non-public information that would be harmful to the relevant company or useful or helpful to competitors if disclosed.

    IX. Fair Dealing

    Our core value of operating is based on responsiveness, openness, honesty and trust with our members, business partners, employees and stockholders. We do not seek competitive advantages through illegal or unethical business practices. Each employee, officer and director should endeavor to deal fairly with the Company's customers, service providers, suppliers, competitors and employees. No employee, officer or director should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any unfair dealing practice.

    IX. Protection and Proper Use of Company Assets

    All employees, officers and directors should protect the Company's assets and ensure their efficient use. All Company assets should be used only for legitimate business purposes. Theft, carelessness and waste have a direct impact on our profit.

    XI. Waivers and Amendments

    From time to time, the Company may waive provisions of this Code. Any employee or director who believes that a waiver may be called for should discuss the matter with the Chief Executive Officer or Chief Financial Officer.

    Any waiver of the Code for officers or directors of the Company may be made only by the Board and must be promptly disclosed to stockholders along with the reasons for such waiver in a manner as required by applicable law or the rules of the applicable stock exchange. Any amendment or waiver of any provision of this Code must be approved in writing by the Board or, if appropriate, its delegate(s) and promptly disclosed pursuant to applicable laws and regulations.

    Any waiver or modification of the Code for the Chief Executive Officer or Chief Financial Officer will be promptly disclosed to stockholders if and as required by applicable law or the rules of the applicable stock exchange.

    The Company is committed to continuously reviewing and updating its policies, and therefore reserves the right to amend this Code at any time, for any reason, subject to applicable law.

  • Board of Directors Audit Committee Charter
    Establishment and Purposes

    The Audit Committee (the "Committee") of the Board of Directors (the "Board") of Ault Disruptive Technologies Corporation (the "Company") is established pursuant to the Company's By-laws. The Committee's primary purposes are to:

    • assist the Board with oversight of:
      • the integrity of the financial statements of the Company,
      • the independent registered public accounting firm's (the "independent auditor") qualifications and independence,
      • the performance of the Company's internal audit function and independent auditor, and
      • the compliance by the Company with legal and regulatory requirements; and
      • prepare an audit committee report as required by the rules of the Securities and Exchange Commission (the "Commission") for inclusion in the Company's annual proxy statement.
    Membership

    The Committee shall consist of a minimum of three directors. Members of the Committee shall be appointed by the Board upon the recommendation of the Nominating and Governance Committee and may be removed by the Board in its discretion. The Board will appoint one of the members of the Committee to serve as Chairman.

    Members of the Committee shall be independent directors under the New York Stock Exchange's listing requirements and shall also satisfy the more rigorous independence requirements for members of audit committees of the Commission. Members of the Committee shall be "financially literate," as such qualification is interpreted by the Board in its business judgment, or must become financially literate within a reasonable period of time after his or her appointment to the Committee. At least one member of the Committee shall be an "audit committee financial expert" as defined by the Commission.

    Members of the Committee shall not simultaneously serve on the audit committees of more than two other public companies, unless the Board determines that such simultaneous service would not impair the ability of such director to effectively serve on the Committee. Any such determination shall be disclosed in the Company's annual proxy statement.

    Administration

    Except as otherwise provided by resolution of the Board or the Committee, the presence in person or by telephone of a majority of the Committee's members shall constitute a quorum for any meeting of the Committee. The Committee shall meet as often as it determines necessary, but not less frequently than quarterly. The Committee shall meet periodically with management, the internal auditor and the independent auditor in separate executive sessions. The Committee may request any officer or employee of the Company or the Company's outside counsel or independent auditor to attend a meeting of the Committee or to meet with any members of, or consultants to, the Committee.

    The Committee Chair will have authority to act on behalf of the Committee between meetings. The Committee may form and delegate authority to subcommittees consisting of one or more members when appropriate, including the authority to grant pre-approvals of audit and permitted non-audit services, provided that decisions of such subcommittee to grant pre-approvals shall be presented to the full Committee at its next scheduled meeting.

    The Committee shall have the sole authority to retain and terminate any consultants, legal counsel and other advisors to assist the Committee in fulfilling its duties and responsibilities and shall have the sole authority to approve the fees and other terms and conditions of any such retention.

    Duties and Responsibilities

    In furtherance of the purposes of the Committee, the Committee shall:

    Financial Statement and Disclosure Matters

    • Meet to review and discuss with management and the independent auditor the Company's annual audited financial statements, including reviewing the Company's specific disclosures made in management's discussion and analysis, and recommend to the Board whether the audited financial statements should be included in the Company's Form 10-K.
    • Review and discuss with management and the independent auditor the Company's internal controls report and the independent auditor's report on internal control over financial reporting prior to the filing of the Company's Form 10-K, to the extent applicable.
    • Discuss with the independent auditor any critical audit matters from the current period audit prior to the filing of the Company's Form 10-K.
    • Meet to review and discuss with management and the independent auditor the Company's quarterly financial statements, including reviewing the Company's specific disclosures made in management's discussion and analysis, prior to the filing of its Form 10-Q, including the results of the independent auditor's review of the quarterly financial statements.
    • Discuss with management and the independent auditor significant financial reporting issues and judgments made in connection with the preparation of the Company's financial statements, including any significant changes in the Company's selection or application of accounting principles.
    • Review and discuss with management and the independent auditor any major issues as to the adequacy of the Company's internal controls and any special steps adopted in light of material control deficiencies.
    • Review and discuss reports from the independent auditor on:
      • All critical accounting policies used.
      • All alternative treatments of financial information within generally accepted accounting principles that have been discussed with management, ramifications of the use of such alternative disclosures and treatments, and the treatment preferred by the independent auditor.
      • Other material written communications between the independent auditor and management, such as any management letter or schedule of unadjusted differences.
    • Discuss with management the Company's earnings press releases, including the use of "pro forma" or "adjusted" non-GAAP information, as well as any financial information and earnings guidance provided to analysts and rating agencies. Such discussion may be done generally (consisting of discussing the types of information to be disclosed and the types of presentations to be made).
    • Discuss with management and the independent auditor the effect of regulatory and accounting initiatives as well as off-balance sheet structures on the Company's financial statements.
    • Discuss with management the Company's major financial risk exposures and the steps management has taken to monitor and control such exposures, as well as the Company's risk assessment and risk management policies.
    • Discuss with the independent auditor the matters required to be discussed by applicable generally accepted auditing standards, relating to the conduct of the annual audit and quarterly reviews, including, but not limited to any difficulties encountered in the course of the audit and review work, any restrictions on the scope of activities or access to requested information, and any significant disagreements with management.
    • Review disclosures made to the Committee by the Company's CEO and CFO during their certification process for Form 10-Ks and Form 10-Qs regarding any significant deficiencies in the design or operation of internal controls or material weaknesses therein and any fraud involving management or other employees who have a significant role in the Company's internal controls.

    Oversight of the Company's Relationship with the Independent Auditor

    • Be directly responsible for the appointment (subject, if applicable, to shareholder ratification), compensation, retention, and oversight of the work of any independent auditor engaged (including resolution of disagreements between management and the independent auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or performing other audit, review or attest services for the Company. The independent auditor shall report directly to the Committee.
    • Pre-approve all auditing services and permitted non-audit services (including the fees and terms thereof) to be performed for the Company by its independent auditor, subject to the de minimis exceptions for non-audit services described in the Commission's rules.
    • Review and evaluate the lead partner of the independent auditor team.
    • Obtain and review a report from the independent auditor at least annually regarding (i) the independent auditor's internal quality-control procedures, (ii) any material issues raised by the most recent internal quality-control review of the firm, or by any inquiry or investigation by governmental or professional authorities within the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to address any such issues, and (iii) all relationships between the independent auditor and the Company.
    • Evaluate the qualifications, performance and independence of the independent auditor, including considering whether the auditor's quality controls are adequate and the provision of permitted non-audit services is compatible with maintaining the auditor's independence, taking into account the opinions of management and the Company's internal auditor.
    • Ensure the rotation of the audit partners as required by law. Consider whether, in order to assure continuing auditor independence, it is appropriate to adopt a policy of rotating the independent auditing firm on a regular basis.
    • Recommend to the Board policies for the Company's hiring of employees or former employees of the independent auditor who participated in any capacity in the audit of the Company.
    • Meet with the independent auditor prior to the audit to discuss the planning and staffing of the audit.

      Oversight of the Company's Internal Audit Function

    • Review the adequacy and effectiveness of the Company's internal audit function and the appointment, compensation and replacement of the Company's internal auditor.
    • Review the significant reports to management prepared by the internal auditor and management's responses.
    • Discuss with the internal auditor and management the internal auditor's responsibilities, budget, compensation and staffing and any recommended changes in the planned scope of the internal audit plan.

    Compliance Oversight Responsibilities

    • Obtain from the independent auditor assurance that no report to the Board is required under Section 10A(b) of the Securities Exchange Act of 1934.
    • Obtain reports from management and the Company's internal audit function that the Company and its subsidiary/foreign affiliated entities are in conformity with applicable legal requirements and the Company's Code of Business Conduct and Ethics. Review reports and disclosures of insider and affiliated party transactions. Advise the Board with respect to the Company's policies and procedures regarding compliance with applicable laws and regulations and with the Company's Code of Business Conduct and Ethics.
    • Establish procedures for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters, and the confidential, anonymous submission by employees of concerns regarding questionable accounting or auditing matters.
    • Receive reports of complaints, if any, regarding accounting and auditing matters.
    • Discuss with management and the independent auditor any correspondence with regulators or governmental agencies and any published reports that raise material issues regarding the Company's financial statements or accounting policies.
    • Discuss with the Company's Chief Compliance Officer legal matters that may have a material impact on the Company's financial statements or the Company's compliance policies and any matters involving potential or ongoing material violations of laws or breaches of fiduciary duty by the Company or any of its directors, officers, employees or agents.
    • Prepare the audit committee report to be included in the Company's proxy statement when and as required by the rules of the Commission.

    Governance

    • Make regular reports to the Board and maintain minutes of its meetings and records relating to those meetings and the Committee's activities.
    • Annually review and reassess the adequacy of this Charter and recommend any proposed changes to the Board for approval.
    • Annually review the Committee's own performance.
    Limitation of Committee's Role

    The Committee's job is one of oversight as set forth in this Charter. It is not the duty of the Committee to prepare the Company's financial statements, to plan or conduct audits, or to determine that the Company's financial statements are complete and accurate and are in accordance with generally accepted accounting principles. The Company's management is responsible for preparing the Company's financial statements and for maintaining internal control, and the independent auditor is responsible for auditing the financial statements. In addition, it is not the duty of the Committee to assure compliance with laws and regulations.

    In performing their duties and responsibilities, the Committee members shall be fully protected in relying in good faith upon the records of the Company and upon such information, opinions, reports or statements presented to the Company by any of the Company's officers or employees, or committees of the Board, or by any other person as to matters the members reasonably believe are within such other person's professional or expert competence and who has been selected with reasonable care by or on behalf of the Company.

  • Board of Directors Compensation Committee Charter
    Establishment and Purposes

    The Compensation Committee (the "Committee") of the Board of Directors (the "Board") of Ault Disruptive Technologies Corporation (the "Company") is established pursuant to the Company's By-laws. The Committee's primary purposes are to:

    • provide oversight of the Company's executive compensation program and determine whether it remains effective to attract, motivate and retain executive and other senior officers capable of making significant contributions to the long-term success of the Company, consistent with stockholder interests;
    • review and discuss the compensation discussion and analysis included in the Company's annual proxy statement with management and approve the Committee's report for inclusion in the proxy statement; and
    • review, assess and make reports and recommendations to the Board as appropriate on the Company's strategies relating to human capital management, with an emphasis on talent development, performance against talent and diversity goals and succession planning, in each case, at the highest management levels.
    Membership

    The Committee shall consist of a minimum of three directors. Members of the Committee shall be appointed by the Board upon the recommendation of the Nominating and Governance Committee and may be removed by the Board in its discretion. The Board will appoint one of the members of the Committee to serve as Chairman.

    Members of the Committee shall satisfy the independence requirements applicable to Committee membership under the New York Stock Exchange American's listing requirements. Members of the Committee must qualify as "non-employee directors" within the meaning of Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as amended.

    Administration

    Except as otherwise provided by resolution of the Board or the Committee, the presence in person or by telephone of a majority of the Committee's members shall constitute a quorum for any meeting of the Committee. The Committee may delegate to its Chairman or other members such powers and authority as the Committee deems to be appropriate, except such powers and authority required by law to be exercised by the whole Committee.

    Duties and Responsibilities

    In furtherance of the purposes of the Committee, the Committee shall:

    • Annually review and approve corporate goals and objectives relevant to CEO compensation, evaluate the CEO's performance in light of those goals and objectives, and determine and approve the CEO's overall compensation levels based on this evaluation. The Committee may submit its determination of the CEO's overall compensation levels to the non-management members of the Board for ratification, but reserves the right to retain or reconsider its original determination in the event the non- management members of the Board fail to ratify such original determination.
    • At least annually, review and approve the annual base salaries and annual incentive opportunities of the CEO and executive officers.
    • Periodically and as and when appropriate, review and approve the following as they affect the CEO and executive officers:
      • all other incentive awards and opportunities, including both cash-based and equity-based awards and opportunities;
      • any employment agreements and severance arrangements; and
      • any change-in-control agreements and change-in-control provisions affecting any elements of compensation and benefits.
    • Periodically review and approve compensation for the directors.
    • Receive periodic reports on the Company's compensation programs as they affect all employees and directors and consider related risks.
    • Review and adopt, or recommend to the Board, as appropriate, the adoption of new, or the amendment of existing, executive compensation policies and plans of the Company.
    • Perform such duties and responsibilities as may be assigned to the Committee under the terms of any executive compensation plan.
    • Review and approve perquisites, special cash payments or other personal benefits to the Company's executive officers and employees.
    • Review and discuss the compensation discussion and analysis included in the Company's annual proxy statement with management and approve the Committee's report for inclusion in the proxy statement.
    • Produce a report on executive compensation to be included in the Company's annual proxy statement, and review and recommend changes, if appropriate, to the remuneration of directors.
    • Implementing and administering the Company's incentive compensation equity-based remuneration plans.
    • Consider and discuss the results of the advisory "say-on-pay" vote, if applicable.
    • Review, approve, or recommend to the Board, or delegate to management, the approval of the Company's retirement, group life, health, hospitalization, medical reimbursement, relocation, displacement, severance or welfare plans, any amendments thereto or termination thereof, in each case as appropriate and as required by the applicable plans.
    • Review, assess and make reports and recommendations to the Board as appropriate on the Company's strategies relating to human capital management, with an emphasis on talent development, performance against talent and diversity goals and succession planning, in each case, at the highest management levels.
    • Make regular reports to the Board and maintain minutes of its meetings and records relating to those meetings and the Committee's activities.
    • Annually review and reassess the adequacy of this Charter and recommend any proposed changes to the Board for approval.
    • Annually review its own performance.
    • The Committee shall periodically review the "clawback" policy (including as may be required by applicable law) for recovering incentive-based compensation, if applicable.
    • The Committee shall periodically review stock ownership guidelines for executive officers and non-employee directors and oversee compliance with such guidelines.
    Use of Consultants, Legal Counsel and Advisers

    The Committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel or other adviser. The Committee shall be directly responsible for the appointment, compensation and oversight of the work of any compensation consultant, legal counsel or other adviser retained by the Committee, the expense of which shall be borne by the Company. Except as otherwise provided under the New York Stock Exchange American's listing requirements, the Committee may select a compensation consultant, outside legal counsel or other adviser to the Committee only after taking into consideration all factors relevant to that person's independence from management, including the following:

    • (a) the provision of other services to the Company by the employer of the compensation consultant, legal counsel or other adviser;
    • (b) the amount of fees received from the Company by the employer of the compensation consultant, legal counsel or other adviser, as a percentage of the total revenue of such employer;
    • (c) the policies and procedures of the employer of the compensation consultant, legal counsel or other adviser that are designed to prevent conflicts of interest:
    • (d) any business or personal relationship of the compensation consultant, legal counsel or other adviser with a member of the Committee;
    • (e) any stock of the Company owned by the compensation consultant, legal counsel or other adviser; and
    • (f) any business or personal relationship of the compensation consultant, legal counsel, other adviser or his or her employer with an executive officer of the Company.
  • Board of Directors Nominating and Corporate Governance Committee Charter
    Establishment and Purposes

    The Nominating and Corporate Governance Committee (the "Committee") of the Board of Directors (the "Board") of Ault Disruptive Technologies Corporation (the "Company") is established pursuant to the Company's By-laws. The Committee's primary purposes are to:

    • assist the Board by identifying individuals qualified to become Board members, and to recommend to the Board the director nominees for the next annual meeting of stockholders or candidates to fill vacancies or newly created directorships that may occur between such meetings;
    • evaluate and recommend to the Board corporate governance policies, practices and guidelines applicable to the Company;
    • lead the Board in its annual review of the Board and management's performance; and
    • recommend to the Board director nominees for each committee.
    Membership

    The Committee shall consist of a minimum of three directors. Members of the Committee shall be appointed by the Board upon the recommendation of the then serving members of the Committee and may be removed by the Board in its discretion. The Board will appoint one of the members of the Committee to serve as Chairman.

    Members of the Committee shall be independent directors under the NYSE American LLC's ("NYSE American") listing requirements.

    Administration

    Except as otherwise provided by resolution of the Board or the Committee, the presence in person or by telephone of a majority of the Committee's members shall constitute a quorum for any meeting of the Committee. The Committee may delegate to its Chairman or other members such powers and authority as the Committee deems to be appropriate, except such powers and authority required by law to be exercised by the whole Committee.

    The Committee shall have the sole authority to retain and terminate any search firms, consultants, legal counsel and other advisers to assist the Committee in fulfilling its duties and responsibilities and shall have sole authority to approve the fees and the other terms and conditions of any such retention.

    Duties and Responsibilities

    In furtherance of the purposes of the Committee, the Committee shall:

    • Actively seek individuals qualified to become board members for recommendation to the Board.
    • Consider persons suggested by stockholders and may, if it deems appropriate, establish procedures to be followed by stockholders in submitting recommendations for Board candidates. In addition, the Committee shall review the suitability of each Board member to serve as a director when his or her term expires and when he or she has a change in his or her primary job responsibilities.
    • Annually review the composition of the Board as a whole and recommend, if necessary, measures to be taken so that the Board reflects the appropriate balance and diversity of experience, thought and skills required for the Board as a whole.
    • Make recommendations regarding the size and composition of each Board committee, including committee chair positions.
    • Review comments and suggestions from directors and members of committees of the Board with respect to the Board's and each committee's annual self-assessment and report annually to the Board regarding the results.
    • Review the Company's engagement with shareholders on governance matters and consider shareholder proposals and proposed responses.
    • Review and reassess the adequacy of the Company's guidelines relating to corporate governance annually and recommend any proposed changes to the Board for approval.
    • Periodically review corporate governance trends, best practices and regulation applicable to the corporate governance of the Company and consider any other corporate governance issues that arise from time to time and develop appropriate recommendations for the Board.
    • Periodically review the Company's corporate and investment stewardship-related policies, programs and significant publications relating to environmental (including climate change), social and other sustainability matters in coordination with the other standing Committees of the Board and, as appropriate, make recommendations on such matters to the full Board.
    • Periodically review the philanthropic programs of the Company and related policies and strategy.
    • Periodically review the Company's public policy and advocacy activities, including lobbying priorities, political contributions and memberships in trade associations.
    • Make regular reports to the Board and maintain minutes of its meetings and records relating to those meetings and the Committee's activities.
    • Annually review and reassess the adequacy of this Charter and recommend any proposed changes to the Board for approval.
    • Annually review its own performance.