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 10, 2011
SATCON TECHNOLOGY CORPORATION
(Exact Name of Registrant as Specified in Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
1-11512 |
|
04-2857552 |
(Commission File Number) |
|
(I.R.S. Employer Identification No.) |
27 Drydock Avenue |
|
|
Boston, Massachusetts |
|
02210-2377 |
(Address of Principal Executive Offices) |
|
(Zip Code) |
(617) 897-2400
(Registrants 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 (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))
Item 5.02. |
|
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Compensatory Arrangement with Peter DeGraff
The Company and Peter DeGraff, its Executive Vice President, Sales and Marketing, have entered into an employment letter agreement that provides for an annual salary of $330,070, standard medical and other employment benefits, an annual cash bonus award of up to 30% of Mr. DeGraffs annual salary pursuant to the Companys Incentive Plan for Management and the opportunity to earn a cash bonus of up to 15% of Mr. DeGraffs annual salary as commission bonus. If Mr. DeGraffs employment is terminated by the Company without cause or is constructively terminated, his salary and medical benefits will be continued for one year thereafter subject to his execution of a release agreement with the Company.
The Company has also agreed with Mr. DeGraff that, in the event that a Change in Control (as such term is defined in the Companys 2005 Incentive Compensation Plan (the 2005 Plan)) transaction occurs while Mr. DeGraff is employed by the Company, unvested shares under stock options that have been or are in the future granted to him under the Companys stock option plans will immediately vest and he will be afforded the right to exercise his options at or prior to the closing of the Change of Control transaction. If he chooses not to exercise, his options will be accorded the same treatment in the Change of Control transaction as are options outstanding under the 2005 Plan.
As a part of his employment letter agreement, Mr. DeGraff has agreed that while he is employed by the Company and for a period of the greater of six months after termination of such relationship (for any reason whatsoever) or any period of time during which the Company is continuing to pay him compensation or providing him with benefits under the employment letter agreement, he will not, inter alia, compete with the Company, solicit customers or prospective customers of the Company or solicit employees or consultants of the Company.
Compensatory Arrangement with Leo F. Casey
The Company and Leo F. Casey, its Executive Vice President, Engineering, and Chief Technology officer, have entered into an employment letter agreement dated February 10, 2011 that provides for an annual salary of $245,050, standard medical and other employment benefits and an annual cash bonus award of up to 30% of Mr. Caseys annual salary pursuant to the Companys Incentive Plan for Management. If Mr. Caseys employment is terminated by the Company without cause or is constructively terminated, his salary and medical benefits will be continued for one year thereafter subject to his execution of a release agreement with the Company.
The Company has also agreed with Mr. Casey that, in the event that a Change in Control transaction occurs while Mr. Casey is employed by the Company, unvested shares under stock options that have been or are in the future granted to him under the Companys stock option plans will immediately vest and he will be afforded the right to exercise his options at or prior to
the closing of the Change of Control transaction. If he chooses not to exercise, his options will be accorded the same treatment in the Change of Control transaction as are options outstanding under the 2005 Plan.
As a part of his employment letter agreement, Mr. Casey has agreed that while he is employed by the Company and for a period of the greater of six months after termination of such relationship (for any reason whatsoever) or any period of time during which the Company is continuing to pay him compensation or providing him with benefits under the employment letter agreement, he will not, inter alia, compete with the Company, solicit customers or prospective customers of the Company or solicit employees or consultants of the Company.
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.
|
SATCON TECHNOLOGY CORPORATION | |
|
| |
|
| |
Date: February 15, 2011 |
By: |
/s/ John W. Peacock |
|
|
John W. Peacock |
|
|
Chief Accounting Officer |