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EX-10.1 - EXHIBIT 10.1 - EnergyConnect Group Incex10_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):  March 30, 2010

EnergyConnect Group, Inc.

(Exact name of Company as specified in its charter)

000-26226
(Commission File Number)


Oregon
93-0935149
(State or Other Jurisdiction of Incorporation)
(I.R.S. Employer Identification No.)


901 Campisi Way, Suite 260
Campbell, CA 95008
(Address of principal executive offices, with zip code)

(408) 370-3311
(Company’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 Company 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))
 


 
 

 

Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On March 30, 2010, the Board of Directors of EnergyConnect Group, Inc. approved the EnergyConnect Group, Inc. Incentive Plan.  The period covered by the plan is January 3, 2010 to January 1, 2011.  The purposes of the plan is to drive superior performance of the company, to align, motivate and reward eligible employees by making a portion of their cash compensation dependent on the achievement of certain performance goals and to retain key executives.  Officers and key executives designated by the Company’s Board of Directors or the Compensation Committee thereof (the plan “administrator) are eligible to participate in the plan.

Bonuses paid under the plan will be based on attainment of corporate and strategic business objectives and/or the participant’s contribution to the company. The plan administrator will establish the performance period or periods for the plan, the performance goals for each performance period and the target bonus amount for each participant.  Performance goals and target bonus amounts must be established by the earlier of (i) 90 days after the start of the performance period or (ii) the date that 25% of the performance period has lapsed.  Performance goals may include one or more objective measurable performance factors, including, but not limited to, the following: (i) operating income; (ii) earnings before interest, taxes, depreciation and amortization; (iii) earnings; (iv) cash flow; (v) market share; (vi) sales or revenue; (vii) expenses; (viii) cost of goods sold; (ix) profit/loss or profit margin; (x) working capital; (xi) return on equity or assets; (xii) debt or debt-to-equity; (xiii) accounts receivable; (xiv) writeoffs; (xv) cash; (xvi) assets; (xvii) liquidity; (xviii) operations; (xvix) product development; (xx) regulatory activity; (xxi) management; (xxii) human resources; (xxiii) corporate governance; (xxiv) information technology; (xxv) business development; (xxvi) strategic alliances, licensing and partnering; (xxvii) mergers and acquisitions or divestitures; and/or (xxviii) financings, each with respect to the Company and/or one or more of its affiliates or operating units.

The administrator has reserved the right, in its sole discretion, to reduce or eliminate the amount of a bonus otherwise payable to a participant with respect to any performance period. A participant must be on the company's payroll at the end of the applicable performance period to be eligible to receive a bonus under the plan.  Bonuses paid under the plan will be paid in cash as soon as practicable following the end of the applicable performance period and, in any event, by March 15, 2011.

A copy of the Incentive Plan is attached hereto as Exhibit 10.1 and incorporated by reference herein.

 
 

 

Item 9.01
Financial Statements and Exhibits.

(d) Exhibits.

 
EnergyConnect Group, Inc. Incentive Plan

 
 

 

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.

Date: April 5, 2010
ENERGYCONNECT GROUP, INC.
 
       
       
 
By:
/s/ Kevin R. Evans
 
 
Name:
Kevin R. Evans
 
 
Title:
President and Chief Executive Officer