altair_8k-040710.htm
UNITED
STATES
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 7,
2010
| Altair Nanotechnologies
Inc. |
| (Exact Name of
Registrant as Specified in its Charter) |
| Canada |
|
1-12497 |
|
33-1084375 |
| (State or other
jurisdiction of incorporation
or organization) |
|
(Commission File
Number) |
|
(IRS Employer
Identification No.) |
|
204
Edison Way
Reno,
NV
|
|
89502 |
| (Address of
Principal Executive Offices) |
|
(Zip
Code) |
| |
Registrant's
Telephone Number, Including Area Code: |
|
| |
(801)
858-3750
|
|
| N/A |
| (Former name, former
address, and formal fiscal year, 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)
TABLE OF
CONTENTS
| Item 1.01 |
Entry into a
Material Definitive Agreement |
| |
|
| Item 9.01 |
Exhibits |
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|
| SIGNATURES |
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| EXHIBIT
INDEX |
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EX.
10.1:
|
Employment
Agreement with Terry M.
Copeland
|
Item
1.01 Entry into a
Material Definitive Agreement.
Employment
Agreements
On April
7, 2010, Altair Nanotechnologies Inc. (the "Company") signed a new written
employment agreement with Terry M. Copeland, its President and Chief Executive
Officer, having an Effective Date of June 23, 2010, superseding his prior
employment agreement which is due to expire as of June 23, 2010.
Under the
employment agreement, Mr. Copeland is entitled to base compensation of $325,000
per year and annual bonus target opportunity equal to 80% of his base salary
upon achievement of certain performance measures, and standard health and other
benefits. The term of the employment agreement is two years, with
automatic two-year extensions if notice of termination is not delivered by
either party at least 90 days prior to the expiration of the current term. The
employment agreement also includes a provision under which the vesting of all
outstanding and future stock options granted to Mr. Copeland is accelerated in
connection with a change of control and includes standard provisions related to
the assignment of inventions to the Company, protection of confidential
information, and 12-month non-competition and non-solicitation
covenants.
Under the
employment agreement, if Mr. Copeland’s employment is terminated by him during
the term for good reason, which includes, among other things, (a) the Company
requiring him to relocate his place of employment without his consent, (b) a
material adverse change in his title, position, and/or duties 90 days before or
within one year after a change of control, and (c) a material breach by the
Company of the employment agreement, he is entitled to a severance benefit equal
to his base salary and health benefits for one year. The one-year
base salary severance benefit will be extended to 16 months if either (a) he was
required to relocate from a location more than 50 miles from Washoe County,
Nevada in order to commence employment and then terminates the employment
agreement for good reason during the initial two-year term, or (b) he consents
to a relocation of his employment, but subsequently terminates his employment
with the Company for good reason on or before the two-year anniversary of such
relocation.
If Mr.
Copeland’s employment is terminated by the Company without cause during the
term, he is entitled to a severance benefit equal to his base salary for one
year, health benefits for 18 months, and a bonus, payable within 30 days of the
Company’s receipt of a Release, equal to the product of (i) sixty percent (80%)
of his annualized base salary as of the date on which the which termination of
his services occurs, multiplied by (ii) a fraction, the numerator of which is
the number of days that have elapsed during the then-current calendar year and
the denominator of which is 365. The one-year base salary severance
benefit will be extended to 16 months if either (a) he was required to relocate
from a location more than 50 miles from Washoe County, Nevada in order to
commence employment and then terminates the employment agreement for good reason
during the initial two-year term, or (b) he consents to a relocation of his
employment, but his employment is subsequently terminated by the Company without
cause on or before the two-year anniversary of such relocation. Mr.
Copeland is not entitled to any severance if his employment is terminated at any
time by the Company with cause or by him without good reason.
The
description of the employment agreement set forth above is, by its nature, a
summary description and omits certain detailed terms set forth in the underlying
agreement. The summary set forth above is qualified by the terms and
conditions of the agreement attached as Exhibit 10.1 to this Current
Report.
Item
9.01 Financial
Statements and Exhibits.
| |
(d) |
Exhibits. |
| |
|
|
|
|
10.1
|
Employment
Agreement with Terry M. Copeland
|
SIGNATURES
Pursuant
to the requirements of the Securities Exchange of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
| |
Altair
Nanotechnologies Inc. |
|
| |
|
|
|
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Dated: April
8, 2010
|
By:
|
/s/ John
Fallini |
|
| |
|
John
Fallini, Chief Financial Officer |
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