Attached files
| file | filename |
|---|---|
| EX-99.1 - PRESS RELEASE - Arista Power, Inc. | f8k121709ex99i_windtamer.htm |
| EX-10.1 - EMPLOYMENT AGREEMENT - Arista Power, Inc. | f8k121709ex10i_windtamer.htm |
| EX-10.2 - FORM OF WINDTAMER CORPORATION STOCK AWARD AGREEMENT - Arista Power, Inc. | f8k121709ex10ii_windtamer.htm |
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
8-K
CURRENT
REPORT PURSUANT
TO
SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date of
report (Date of earliest event reported) December 17,
2009
WINDTAMER CORPORATION
(Exact
Name of Registrant as Specified in Its Charter)
New York
(State or
Other Jurisdiction of Incorporation)
|
000-53510
|
16-1610794
|
|
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
|
|
|
6053 Ely Avenue, Livonia, New
York
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14487
|
|
|
(Address
of Principal Executive Offices)
|
(Zip
Code)
|
(585) 346-6442
(Registrant’s
Telephone Number, Including Area Code)
(Former
Name or Former Address, if Changed Since Last Report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
o Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
INFORMATION
TO BE INCLUDED IN THE REPORT
Item
5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
(c) On
December 17, 2009, the Board of Directors of WindTamer Corporation (the
“Company”) appointed Mark Matthews as Vice President of Sales and Marketing of
the Company, effective December 17, 2009. Mr. Matthews, age 37, will
report to the Company's President, William A. Schmitz.
In connection
with this appointment, the Company entered into an Employment Agreement with Mr.
Matthews dated December 17, 2009 (the “Employment Agreement.”), a Stock Option
Award Agreement dated December 17, 2009 (the "Stock Option Award Agreement"),
and a Stock Award Agreement dated December 17, 2009 (the "Stock Award
Agreement"). A copy of the Employment Agreement, the form of the
Stock Award Agreement, and the form of the Stock Option Award Agreement are
filed herewith as Exhibits 10.1., 10.2, and 10.3 respectively, and are
incorporated herein by reference.
The
Employment Agreement provides for an initial three year employment term, which
term automatically renews for successive one year terms unless terminated by Mr.
Matthews or the Company at least sixty days prior to the end of the term or any
subsequent renewal term. Mr. Matthews’ base compensation will be
$175,000. In addition to his base salary, Mr. Matthews will receive commission
payments equal to 5% of all sales of the Company in 2010, to be adjusted
annually by the Chief Executive Officer, with mutually agreed upon margin
requirements. Under the terms of the Employment Agreement and Stock Option Award
Agreement, Mr. Matthews was also granted stock options to purchase 150,000
shares of the Company's common stock under the Company's 2008 Equity Incentive
Plan, which shall vest in three equal installments on the anniversary of his
start date, at an exercise price set at the last trading price of the Company's
common stock on the OTCBB on December 17, 2009. Under the terms of
the Employment Agreement and Stock Award Agreement, Mr. Matthews was also
granted a stock award covering 25,000 shares of common stock under the Company's
2008 Equity Incentive Plan, which shall vest in full January 5,
2010.
Mr.
Matthews is subject to a non-competition covenant during the term of his
employment and for a period of one (1) year thereafter. Upon termination of
Matthews' employment for any reason, he is entitled to receive all unpaid
salary, earned bonuses, vacation and other accrued benefits through the date of
termination. If Mr. Matthews' employment is terminated without “Good Cause,” as
defined in the Employment Agreement, he is also entitled to severance payments
in an amount equal to the annual salary at the rate in effect as of the date of
termination for the remainder of the term but not less than two times his annual
salary, and payment of health insurance premiums for himself and his family for
twelve months immediately after termination.
The above
description is a summary only and is qualified in its entirety by reference to
Exhibits 10.1, 10.2 and 10.3 filed herewith.
There is
no arrangement or understanding between Mr. Matthews and any other person,
pursuant to which Mr. Matthews is to be selected as an officer of the
Company that would require disclosure under Item 401(b) of Regulation S-K.
Additionally, there is no family relationship between Mr. Matthews and any
other person that would require disclosure under Item 401(d) of Regulation
S-K. Mr. Matthews is not a party to any transactions that would require
disclosure under Item 404(a) of Regulation S-K.
Mr. Matthews had been previously
employed as Vice President of Government and Commercial Sales at Ultralife
Corporation (formerly known as Ultralife Batteries Inc., "Ultralife"), where he
managed a 15 person direct sales force with over 50 distributors and agents
located in six continents. Mr. Matthews joined Ultralife in 2000 and, in
addition to Vice President of Government and Commercial Sales has served as Vice
President/General Manager of Governmental Products, where he was responsible for
all sales and engineering activity in the Government business unit, which
accounted for 65% of Ultralife's revenue stream, Director of Sales, Director of
Quality and Lead Cell and Battery Designer. Before this, Mr. Matthews served for
Saft America from 1997 to 2000 as a lithium sulfur dioxide cell designer, and
for Eagle Pitcher from 1995 to 1997 as a thermal battery design engineer. Mr.
Matthews has a B.S. in Engineering Management and Chemical Engineering from
Missouri University of Science and Technology.
A copy of
the press release announcing the appointment of Mr. Matthews as Vice President
of Sales and Marketing of the Company is attached hereto as Exhibit
99.1.
With the
exception of the Employment Agreement, the Stock Option Award Agreement, and the
Stock Award Agreement described above, there is no material plan, contract or
arrangement to which Mr. Matthews is a party, or in which he participates, nor
has there been any material amendment to any plan, contract or arrangement, by
virtue of his appointment as Vice President of Sales and Marketing.
Item
9.01
(d) Exhibits
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Exhibit Number
|
Description
|
|
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10.1
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Employment
Agreement between WindTamer Corporation and Mark Matthews, dated as of
December 17, 2009.
|
|
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10.2
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Form
of WindTamer Corporation Stock Award Agreement under 2008 Equity Incentive
Plan.
|
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10.3
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Form
of WindTamer Corporation Stock Option Award Agreement with
employees/consultants under 2008 Equity Incentive Plan (incorporated by
reference herein to Exhibit 10.15 to the Registration Statement on Form
S-1 of WindTamer Corporation dated July 16, 2009 (File No.
333-157304)).
|
|
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99.1
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Press
Release issued December 17, 2009.
|
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
| WINDTAMER CORPORATION | |||
|
Date: December
17, 2009
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By:
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/s/ Gerald E. Brock | |
| Name: Gerald E. Brock | |||
| Title: Chief Executive Officer | |||
EXHIBIT
INDEX
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Exhibit Number
|
Description
|
|
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10.1
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Employment
Agreement between WindTamer Corporation and Mark Matthews, dated as of
December 17, 2009.
|
|
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10.2
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Form
of WindTamer Corporation Stock Award Agreement under 2008 Equity Incentive
Plan.
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10.3
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Form
of WindTamer Corporation Stock Option Award Agreement with
employees/consultants under 2008 Equity Incentive Plan (incorporated by
reference herein to Exhibit 10.15 to the Registration Statement on Form
S-1 of WindTamer Corporation dated July 16, 2009 (File No.
333-157304)).
|
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|
99.1
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Press
Release issued December 17, 2009.
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