Attached files
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| EX-10.1 - THERMOENERGY CORP | v172471_ex10-1.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): January
27,
2010
ThermoEnergy
Corporation
(Exact
name of registrant as specified in its charter)
Delaware
(State or
other jurisdiction of incorporation)
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33-46104-FW
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71-00659511
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(Commission
File Number)
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(IRS
Employer Identification No.)
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124
West Capitol Avenue, Suite 880, Little Rock, Arkansas
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72201
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(Address
of principal executive offices)
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(Zip
Code)
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(501)
376-6477
(Registrant’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 registrant under any of the following provisions (see General Instruction A.2.
below):
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
5.02. Departure of Directors or Principal
Officers; Election of Directors; Appointment of Principal Officers; Compensatory
Arrangements of Certain Officers
On
January 27, 2010, Cary G. Bullock was appointed as our President and
Chief Executive Officer. Mr. Bullock succeeds Dennis C. Cossey as our
Chief Executive Officer and Shawn R. Hughes as our President. Both
Mr. Cossey and Mr. Hughes will remain as members of our Board of Directors and
Mr. Cossey will continue to serve as Chairman of the Board.
In order
to create a vacancy to permit the election of Mr. Bullock to our Board of
Directors, J. Winder Hughes III resigned as a member of the Board on
January 27, 2010 and Mr. Bullock was elected to the Board to fill the
vacancy. Our Board of Directors has granted Mr. Hughes observer rights
entitling him to attend and participate in (but not vote at) all meetings of the
Board.
In
connection with his appointment, Mr. Bullock was also appointed as a member of
the Board of Directors and Chief Executive Officer of our subsidiary,
ThermoEnergy Power Systems LLC, as a member of the Board of Managers of
Babcock-Thermo Carbon Capture LLC, our joint venture with Babcock Power, Inc.,
and as a member of the Board of Directors of our subsidiary, CASTion
Corporation.
Mr.
Bullock was employed most recently by GreenFuel Technologies Corporation,
serving as Chief Executive Officer from February 2005 through June 2007 and as
Vice President for Business Development from June 2007 through January 2009; he
was a member of the Board of Directors of GreenFuel Technologies Corporation
from February 2005 through August 2009. In May 2009, GreenFuel Technologies
ceased business operations and made an assignment of its assets to a trustee for
the benefit of its creditors. Since February 2009, Mr. Bullock
has served a variety of clients as an independent consultant and business
advisor. Prior to joining GreenFuel Technologies, Mr. Bullock was
Chairman and Chief Executive Officer of Excelergy Corporation, Vice President of
KENETECH Management Services and President of its affiliate, KENETECH Energy
Management, Inc., Chairman and Chief Executive Officer of Econoler/USA Inc.,
Vice President of Engineering and Operations and Principal Engineer of Xenergy
Inc., Director of Special Engineering and a Senior Engineer at ECRM, Inc. and a
Senior Engineer at Sylvania Electronics Systems. Mr. Bullock
holds an AB degree from Amherst College and B.S. and M.S. degrees from
MIT. Mr. Bullock is 64 years old.
On
January 27, 2009, we entered into an Executive Employment Agreement with Mr.
Bullock, pursuant to which we have agreed to pay him a base salary of $200,000,
with eligibility for performance bonuses, from time to time, in accordance with
incentive compensation arrangements to be established by the Compensation
Committee of our Board of Directors. Mr. Bullock’s employment is
terminable by either party upon 30 days’ written notice; provided that we may
terminate Mr. Bullock’s employment immediately for “Cause” (as such term is
defined in the Executive Employment Agreement) and Mr. Bullock may terminate his
employment immediately for “Good Reason” (as such term is defined in the
Executive Employment Agreement). If Mr. Bullock’s employment is
terminated for any reason other than (i) by us during a 90-day probationary
period ending April 26, 2010 (the “Probationary Period”), (ii) by us for Cause
or (iii) voluntarily by Mr. Bullock without Good Reason, Mr. Bullock will be
entitled to receive severance payments of $16,667 per month for six months
following the termination of his employment, and we will keep in force for such
six-month period all health insurance benefits afforded to Mr. Bullock and his
family at the time of termination. Mr. Bullock’s Executive Employment
Agreement contains other conventional terms, including covenants relating to the
confidentiality and non-use of our proprietary information, and a provision
prohibiting Mr. Bullock, for a period of six months or one year following the
termination of his employment (depending on the circumstances of termination),
from competing against us or soliciting our customers or
employees. Mr. Bullock’s Executive Employment Agreement is filed as
Exhibit 10.1 to this Current Report on Form 8-K and the foregoing discussion is
qualified in its entirety by reference to such Exhibit.
On
January 27, 2010, we awarded Mr. Bullock a stock option for the purchase of
8,159,401 shares of our Common Stock (representing 5% of our fully diluted
capital stock) at an exercise price of $0.30 per share (the closing price of our
Common Stock in the over-the-counter market on January 26, 2010), with a
provision for net surrender cashless exercise. The option has a
term of ten years, subject to Mr. Bullock’s continued employment with us, and
vests with respect to the first 2,039,851 shares on December 31, 2010 and
thereafter in quarterly installments of 509,962.5 shares each through December
31, 2013; provided, however, that if prior or December 31, 2010, a “Change of
Control” (as such term is defined in Mr. Bullock’s Executive Employment
Agreement) occurs, the option will immediately vest with respect to 2,039,851
shares; and provided, further, that if Mr. Bullock’s employment is terminated
prior to December 31, 2010 for any reason other than (i) by us during the
Probationary Period, (ii) by us for Cause, or (iii) voluntarily by Mr. Bullock
without Good Reasons, the option will immediately vest with respect to 2,039,851
shares.
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Item
9.01
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Financial
Statements and Exhibits
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(c)
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Exhibits
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Exhibit
No.
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Description
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10.1
*
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Executive Employment Agreement dated January 27, 2010 by and between ThermoEnergy Corporation and Cary G. Bullock | |||
| * May be deemed a compensatory plan or arrangement | ||||
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.
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Date:
February 2, 2010
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THERMOENERGY
CORPORATION
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(Registrant)
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By:
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/s/ Teodor Klowan,
Jr.
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Name:
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Teodor
Klowan, Jr.
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Title:
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Executive
Vice President and Chief
Financial
Officer
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