UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
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FORM 8-K
 
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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 2, 2011
 
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ECOSPHERE TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
 
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Delaware
000-25663
20-3502861
(State or Other Jurisdiction
(Commission
(I.R.S. Employer
of Incorporation)
File Number)
Identification No.)
 
3515 S.E Lionel Terrace, Stuart, FL 34997
(Address of Principal Executive Office) (Zip Code)
 
(772) 287-4846
(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:
 
¨ 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.
 
As part of an ongoing negotiation for his next employment agreement, Mr. Dennis McGuire was granted 9,000,000 non-qualified options exercisable at $0.4799 per share over a five-year period.  Of these options, none vest until a definitive agreement with a third party is executed. Additionally, they vest as follows: (i) 3,000,000 options vest upon the execution of the definitive agreement and (ii) the remaining vest in equal increments each June 30 and December 31 over the term of the agreement with the third party. 
 
 
 
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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.
 

         
ECOSPHERE TECHNOLOGIES, INC.
   
  
     
 
By:  
/s/ Charles Vinick
   
Charles Vinick
Executive Chairman
   
 
Date:  January 6, 2011
 
 
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