Attached files
| file | filename |
|---|---|
| EX-10.1 - EMPLOYMENT AGREEMENT - Arista Power, Inc. | f8k312010ex10i_wind.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) March 1,
2010
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.) |
| 156 Court Street Suite # 7 Geneseo, New York | 14454 |
| (Address of Principal Executive Offices) | (Zip Code) |
(585)
243-4040
(Registrant’s
Telephone Number, Including Area Code)
6053 Ely
Avenue Livonia, New York 14487
(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
March 1, 2010, WindTamer Corporation (the “Company”) appointed Molly Hedges as
Vice President of Finance and Controller, and as the Company’s Principal
Accounting Officer, effective April 15, 2010. Ms. Hedges, will report
to the Company's President until April 15th, and
thereafter will report to its Chief Executive Officer.
In connection with
this appointment, the Company entered into an Employment Agreement with Ms.
Hedges dated March 1, 2010 (the “Employment Agreement.”), and a Stock Option
Award Agreement dated March 1, 2010 (the "Stock Option Award
Agreement"). A copy of the Employment Agreement is filed herewith as
Exhibit 10.1, and is 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 Ms.
Hedges or the Company at least sixty days prior to the end of the term or any
subsequent renewal term. Ms. Hedges’ base compensation will be
$140,000. Under the terms of the Employment Agreement and Stock Option Award
Agreement, Ms. Hedges was also granted stock options to purchase 100,000 shares
of the Company's common stock under the Company's 2008 Equity Incentive Plan,
which shall vest 34,000 shares on the first anniversary of her start date,
33,000 on the second anniversary of her start date and 33,000 on the third
anniversary of her start date, at an exercise price set at the last trading
price of the Company's common stock on the OTCBB on March 1,
2010. The award is conditional upon shareholder approval of an
amendment to the Company’s 2008 Equity Incentive Plan at the 2010 Annual Meeting
of Shareholders.
Ms. Hedges is subject
to a non-competition covenant during the term of her employment and for a period
of one (1) year thereafter. Upon termination of Ms. Hedges' employment for any
reason, she is entitled to receive all unpaid salary, earned bonuses, vacation
and other accrued benefits through the date of termination. If Ms. Hedges'
employment is terminated without “Good Cause,” as defined in the Employment
Agreement, she 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 her annual salary, and payment
of health insurance premiums for herself and her family for twelve months
immediately after termination.
The above description
is a summary only and is qualified in its entirety by reference to Exhibit 10.1
filed herewith.
There is no
arrangement or understanding between Ms. Hedges and any other person, pursuant
to which Ms. Hedges 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 Ms. Hedges and any other person that would
require disclosure under Item 401(d) of Regulation S-K. Ms. Hedges is not a
party to any transactions that would require disclosure under Item 404(a)
of Regulation S-K.
Ms. Hedges had been
previously employed as Vice President of Finance and Controller and Director of
Finance and Vice President - Supply Chain at Ultralife Corporation (formerly
known as Ultralife Batteries Inc., "Ultralife"). Ms. Hedges joined
Ultralife in 2000. Ms. Hedges has a B.S. in Accounting from Ithaca
College.
With the exception of
the Employment Agreement, and the Stock Option Award Agreement described above,
there is no material plan, contract or arrangement to which Ms. Hedges is a
party, or in which she participates, nor has there been any material amendment
to any plan, contract or arrangement, by virtue of her appointment.
Item
9.01
(d) Exhibits
|
Exhibit Number
|
Description
|
|
|
10.1
|
Employment
Agreement between WindTamer Corporation and Molly Hedges, dated as of
March 1, 2010.
|
|
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:
March 2, 2010
|
By:
|
/s/ Gerald E. Brock | |
| Name: Gerald E. Brock | |||
| Title: Chief Executive Officer | |||
EXHIBIT
INDEX
|
Exhibit Number
|
Description
|
|
|
10.1
|
Employment
Agreement between WindTamer Corporation and Molly Hedges, dated as of
March 1, 2010.
|
|