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EX-10.4 - EMPLOYMENT AGREEMENT - Arista Power, Inc. | f8k041510ex10iv_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) April 15,
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)
(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.
(b),
(c)
On April
15, 2010, the President of WindTamer Corporation (the "Company"), William A.
Schmitz, was appointed as the Company's Chief Executive Officer. The
Company's prior CEO and founder, Gerald E. Brock, will continue as a director
and an executive officer as Chairman of the Board, acting Chief Financial
Officer and Vice President of Research and Development. This
transition was pursuant to the arrangement previously approved by the Board of
Directors at the time of hiring Mr. Schmitz as President in November 2009, as
previously reported in the Company's Current Report on Form 8-K filed November
16, 2009, which is incorporated herein by reference. Under the
arrangement unless the Board of Directors unanimously voted otherwise on or
before April 15, 2010, Mr. Schmitz would become Chief Executive Officer at that
time. No such vote occurred and therefore Mr. Schmitz became Chief
Executive Officer.
Both Mr.
Schmitz and Mr. Brock will continue under their existing employment agreements
with the Company, which contemplate such changes in title and position as
described herein. A copy of Mr. Brock's Employment Agreement dated
effective as of July 14, 2009, is filed as Exhibit 10.1 to the Company's Current
Report on Form 8-K filed July 16, 2009. A copy of Mr. Schmitz's
Employment Agreement dated November 15, 2009, and a Stock Option Agreement dated
November 15, 2009 are filed as Exhibits 10.1 and 10.2 to the Company's Current
Report on Form 8-K filed November 16, 2009, respectively, and are incorporated
herein by reference.
Except as
described above, there is no arrangement or understanding between
Mr. Schmitz and any other person, pursuant to which Mr. Schmitz was 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. Schmitz and any other person that would require
disclosure under Item 401(d) of Regulation S-K. Except as described above,
or in the Company's Current Report on Form 8-K dated November 16, 2009,
Mr. Schmitz is not a party to any transactions that would require
disclosure under Item 404(a) of Regulation S-K.
With the
exception of the Employment Agreement and the Stock Option Agreement described
above, there is no material plan, contract or arrangement to which Mr. Schmitz
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
Chief Executive Officer.
Additionally,
Molly Hedges became the Company's Principal Accounting Officer as of April 15,
2010 as previously reported in the Company's Current Report on Form 8-K filed
March 2, 2010, which is incorporated herein by reference. In
connection with her appointment, the Company entered into an Employment
Agreement with Ms. Hedges dated March 1, 2010, and a Stock Option Award
Agreement dated March 1, 2010. A copy of Ms. Hedges' Employment
Agreement is filed herewith as Exhibit 10.3, and is incorporated herein by
reference.
Also, on
April 15, 2010, the Company’s Board of Directors confirmed the appointment of
Cherrie Mahon, age 33, as an executive officer of the Company. Ms.
Mahon will continue to serve in her role as Vice President of Investor Relations
where she has served since November 2009. Ms. Mahon joined the
Company in May 2009 as its Director of Investor Relations. Ms. Mahon
had been previously employed as President of Café Andiamo/Petrillo's
Bakery/Mister Mo Bakery, Inc. (the "Café") since November 2007 where she ran the
day to day operations of the business, of which she was also the sole owner.
Before that, Ms. Mahon served as Director of Investor Relations at Document
Security Systems, Inc. which she joined in February 2004. Ms. Mahon has a BS in
Sociology from SUNY Brockport.
Ms. Mahon
has previously received options stock options under the Company's 2008 Equity
Incentive Plan and is eligible to participate under the plan. The
Company has an Employment Agreement with Ms. Mahon dated February 11, 2010, a
copy of which is filed herewith as Exhibit 10.4, and is incorporated herein by
reference. Ms. Mahon's Employment Agreement provides for an initial
three year employment term, which automatically renews for successive one year
terms unless terminated by Ms. Mahon or the Company at least sixty days prior to
the end of the term or any subsequent renewal term. Ms. Mahon's base
compensation will be $120,000 per year for Vice President of Investor Relations
and $30,000 per year for Executive Assistant to the Chairman. Ms.
Mahon is subject to non-competition covenants during the term of her employment
and for a period of one (1) year thereafter. Upon termination of Ms. Mahon's
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. Mahon's employment is terminated without "Good Cause," as defined in Ms.
Mahon's 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 10.4
filed herewith.
There is
no arrangement or understanding between Ms. Mahon and any other person, pursuant
to which Ms. Mahon 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. Mahon
and any other person that would require disclosure under Item 401(d) of
Regulation S-K. Ms. Mahon is not a party to any transactions that would require
disclosure under Item 404(a) of Regulation S-K. With the exception of
Ms. Mahon's Employment Agreement and her stock option awards described above,
there is no material plan, contract or arrangement to which Ms. Mahon 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.
(e)
On April
15, 2010, the Company and Gerald Brock entered into an amendment to his
Employment Agreement dated effective as of July 14, 2009 (the
"Amendment"). The Amendment amends and modifies the original
agreement to provide a severance period commensurate with other executives, and
to reflect his transition from CEO to continue as a director and an executive
officer as Chairman of the Board, acting Chief Financial Officer and Vice
President of Research and Development. The Amendment provides that if his
employment is terminated without “Good Cause,” as defined therein, 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 Amendment also incorporates the increase in his
salary previously reported by the Company in its Current Report on Form 8-K
filed January 4, 2010.
Item
9.01
(d) Exhibits
Exhibit Number
|
Description
|
|
10.1
|
Employment
Agreement between WindTamer Corporation and William Schmitz, dated as of
November 15, 2009 (incorporated by reference herein to Exhibit 10.1 to the
Current Report on Form 8-K filed by WindTamer Corporation dated November
16, 2009 (File No. 000-53510)).
|
|
10.2
|
Stock
Option Agreement between WindTamer Corporation and William Schmitz, dated
as of November 15, 2009 (incorporated by reference herein to Exhibit 10.2
to the Current Report on Form 8-K filed by WindTamer Corporation dated
November 16, 2009 (File No. 000-53510)).
|
|
10.3
|
Employment
Agreement between WindTamer Corporation and Molly Hedges, dated as of
March 1, 2010 (incorporated by reference herein to Exhibit 10.1 to the
Current Report on Form 8-K filed by WindTamer Corporation dated March 2,
2010 (File No. 000-53510)).
|
|
10.4
|
Employment
Agreement between WindTamer Corporation and Cherrie Mahon, dated effective
as of February 11, 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: April
20, 2010
|
By:
|
/s/ William A. Schmitz | |
Name: William A. Schmitz | |||
Title: Chief Executive Officer | |||
EXHIBIT
INDEX
Exhibit Number
|
Description
|
|
10.1
|
Employment
Agreement between WindTamer Corporation and William Schmitz, dated as of
November 15, 2009 (incorporated by reference herein to Exhibit 10.1 to the
Current Report on Form 8-K filed by WindTamer Corporation dated November
16, 2009 (File No. 000-53510)).
|
|
10.2
|
Stock
Option Agreement between WindTamer Corporation and William Schmitz, dated
as of November 15, 2009 (incorporated by reference herein to Exhibit 10.2
to the Current Report on Form 8-K filed by WindTamer Corporation dated
November 16, 2009 (File No. 000-53510)).
|
|
10.3
|
Employment
Agreement between WindTamer Corporation and Molly Hedges, dated as of
March 1, 2010 (incorporated by reference herein to Exhibit 10.1 to the
Current Report on Form 8-K filed by WindTamer Corporation dated March 2,
2010 (File No. 000-53510)).
|
|
10.4
|
Employment
Agreement between WindTamer Corporation and Cherrie Mahon, dated effective
as of February 11, 2010.
|