Attached files
| file | filename |
|---|---|
| EX-10.1 - EMPLOYMENT AGREEMENT - VALENCE TECHNOLOGY INC | ex10-1.htm |
| EX-99.1 - PRESS RELEASE - VALENCE TECHNOLOGY INC | ex99-1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 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): February 17,
2010
VALENCE
TECHNOLOGY, INC.
(Exact
name of registrant as specified in its charter)
|
Delaware
(State
or other jurisdiction
of
incorporation)
|
0-20028
(Commission
File
Number)
|
77-0214673
(IRS
Employer
Identification
Number)
|
|
12303
Technology Boulevard, Suite 950
Austin,
Texas 78727
(Address
of principal executive offices)
|
||
|
(512)
527-2900
(Registrant’s
telephone number, including area
code)
|
||
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:
□ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
□ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
□ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
□ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
1
Item
5.02 Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
On
February 17, 2010, Valence Technology, Inc. (the “Company”) announced the
appointment of Randall J. Adleman as Vice President of Sales and Marketing,
effective March 1, 2010.
Prior to
joining the Company, Mr. Adleman, 52, served as the principal and founder of
Fords Barron Advisership, a corporate consultancy focused on senior leadership
challenges within the power quality and energy industries, from 2007 to
2010. Mr. Adleman served as senior vice president of sales and
implementation services for Misys Healthcare Systems (NASDAQ: MDRX) from 2003 to
2006. Prior to that Mr. Adleman served as president of energy systems
and vice president of global sales and service of energy systems for
Ingersoll-Rand Company Limited (NASDAQ: IR) and in numerous senior
leadership roles with Invensys Power Systems
(NASDAQ: IVNYY). Mr. Adleman earned a Bachelor of Arts in
Political Science from Colgate University and a Masters of Business
Administration in Marketing from Fairleigh Dickinson University.
The
Company and Mr. Adleman entered into an employment letter agreement specifying
certain matters regarding his employment, effective March 1,
2010. Mr. Adleman will receive an annual salary of
$175,000. In addition, Mr. Adleman will be eligible for consideration
of an annual bonus of 55% of his annual salary, which may be awarded quarterly
based on plan and targeted revenue growth, and up to 71.4% of his annual salary
at 125% of such plan. Any bonus will be at the discretion of the
Company. As an inducement to his employment, Mr. Adleman will be
granted stock options to purchase 200,000 shares of the Company’s common stock
with an exercise price equal to the closing price of the Company’s common stock
on the NASDAQ Capital Market on the effective date of the grant, which is
expected to be Monday, March 1, 2010, Mr. Adleman’s first date of
employment. The options will vest over a three year period, with 33%
of the options vesting on the one year anniversary of his commencement of
employment and the remaining options vesting in equal installments quarterly
over the next twenty-four months. In the event that Mr. Adleman is
terminated for other than Good Cause (as defined in the employment letter
agreement), he will be entitled to four months’ salary, payable as of the date
of termination.
The
summary of the terms of the employment agreement with Mr. Adleman is qualified
in its entirety by the text of the agreement, a copy of which is attached to
this Form 8-K as Exhibit 10.1 and is incorporated herein by
reference.
Item
7.01. Regulation
FD Disclosure
On
February 17, 2010, the Company issued a press release titled “Valence Technology
Names Randall J. Adleman Vice President of Sales & Marketing,” a copy of
which is attached hereto as Exhibit 99.1.
In
accordance with General Instruction B.2 of Form 8-K, the information contained
in this Item 7.01, including the exhibit attached hereto, shall not be deemed
“filed” for purposes of Section 18 of the Securities Exchange Act of 1934,
as amended, or otherwise subject to the liabilities of that section, nor shall
such information be deemed incorporated by reference into any filing under the
Securities Exchange Act of 1934, as amended, or the Securities Act of 1933, as
amended, regardless of any general incorporation language in such filing, except
as shall be expressly set forth by specific reference in such
filing.
Item
9.01. Financial
Statements and Exhibits.
|
(d)
|
Exhibits
|
||
|
Exhibit
10.1
|
Employment
Letter Agreement by and between Valence Technology, Inc. and Randall J.
Adleman.
|
||
|
Exhibit
99.1
|
Press
Release, dated February 17, 2010.
|
2
SIGNATURE
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.
| VALENCE TECHNOLOGY, INC. | |||
|
Dated: February
17, 2010
|
By:
|
/s/ Roger Williams | |
|
Roger
Williams
Vice
President, General Counsel
and
Assistant
Secretary
|
|||
3
EXHIBIT
INDEX
Exhibit
10.1 Employment
Letter Agreement by and between Valence Technology, Inc. and Randall J.
Adleman.
Exhibit
99.1 Press
Release, dated February 17, 2010.