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): November 1, 2011
UQM Technologies, Inc.
Colorado |
1-10869 |
84-0579156 |
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
4120 Specialty Place
Longmont, Colorado 80504
(Address of principal executive offices, including zip code)
(303) 682-4900
(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.
On November 1, 2011, UQM Technologies, Inc. announced the appointment of Adrian P. Schaffer as its Vice President of Sales and Business Development effective December 1, 2011.
Mr. Schaffer, age 49, has held a series of progressively responsible sales and business development positions. From February 2006 until joining UQM, he served as Vice President of Sales for the Industrial, Commercial and Energy Group of Linamar Corporation, a leading supplier to the global vehicle and mobile industrial markets. Mr. Schaffer also spent thirteen years with Motorola Corporation where he held positions in sales, business development and account management in Motorola's Telematics, Powertrain, Autobody and Heavy Vehicle Electronics Groups, including most recently as Director of Global Marketing for the global automotive group.
The Company and Mr. Schaffer are parties to an employment agreement dated as of October 14, 2011, a copy of which is filed herewith as Exhibit 10.1. Pursuant to the employment agreement, Mr. Schaffer will be employed through November 30, 2014 with an annual base salary of at least $200,000. Mr. Schaffer also received a cash payment of $77,300, $7,300 of which is payable on December 1, 2011 and the remainder of which is payable on January 2, 2012. Mr. Schaffer also will receive a one-time moving allowance of up to $25,000 and will be reimbursed for other temporary living expenses associated with his relocation to Colorado. Mr. Schaffer was granted stock options to acquire 25,000 shares of the Company's common stock at an exercise price of $2.10 per share. The stock options are for a term of five years and vest ratably over a three year period. Mr. Schaffer will also receive an annual automobile allowance of $9,720.
Mr. Schaffer's employment agreement contains voluntary and involuntary severance provisions, including severance provisions arising from a change in control of UQM. If Mr. Schaffer is terminated without cause, Mr. Schaffer will receive a lump sum cash settlement payment equal to the greater of six month's base salary or an amount equal to one month's base salary for each completed full year of employment. If Mr. Schaffer's employment is terminated as a result of a change of control of UQM, he will receive a severance payment equal to twice the amount he would have received for termination without cause. For purposes of the employment agreement, "change of control" includes (a) a merger of UQM, other than a merger in which UQM is a surviving corporation and does not result in any reclassification or change of its outstanding shares of common stock, (b) a sale of substantially all of UQM's business or assets or a sale of more than 50% of its outstanding voting stock, (c) a liquidation of UQM, or (d) if, during a period of two consecutive years, individuals who at the beginning of such period constituted the board (and any director whose election by the board was approved by at least two-thirds of the directors then in office who were also in office at the start of the period), cease for any reason because of a majority of the board.
A severance payment equal to the greater of one month's base salary for each completed full year of service or six month's base salary up to a maximum payment of 24 month's base salary will be paid if Mr. Schaffer is terminated without cause. If Mr. Schaffer voluntarily resigns prior to age 62 ½ years of age and gives the notice provided for in the agreement he will receive a payment of six month's base salary. If Mr. Schaffer voluntarily resigns without providing the required notice stated in the agreement he will receive a payment of two month's base salary. If Mr. Schaffer voluntarily retires after attaining the age of 62 ½ years and gives the notice provided for in the agreement, he shall receive a payment of one month's base salary for each completed full year of service plus six month's base salary, up to a maximum payment of 24 month's base salary. The agreements also provide for the availability of post-retirement health insurance after attaining retirement age of 62 ½ of age.
Generally the payments will be made in a lump sum within 30 days following separation from service, except to the extent a delay in payment is required to avoid adverse tax consequences under Section 409A of the Internal Revenue Code.
The press release announcing Mr. Schaffer's appointment is filed herewith as Exhibit 99.1.
Item 9.01 Exhibits
Exhibit Number |
Description |
|
|
10.1 |
Employment Agreement dated October 14, 2011 between UQM Technologies, Inc. and Adrian Schaffer. |
99.1 |
Press release dated November 1, 2011. |
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.
|
UQM TECHNOLOGIES, INC. |
Dated: November 3, 2011 |
By: /s/DONALD A . FRENCH |
|
Treasurer, Secretary and Chief |
Financial Officer |
UQM TECHNOLOGIES, INC.
EMPLOYMENT AGREEMENT
THIS AGREEMENT is made and entered into as of October 14, 2011, by and between UQM TECHNOLOGIES, INC., a corporation organized under the laws of Colorado ("Employer"), and Adrian Schaffer, an adult resident of Rochester Hills, Michigan ("Executive").
WHEREAS, Executive and Employer wish to enter into an Agreement defining their employment relationship;
NOW, THEREFORE, in consideration of the mutual promises, covenants and conditions hereinafter set forth, Employer and Executive agree as follows:
Effective Date
Employment
Duties.
Performance.
Term of Employment, Expiration and Termination.
Term.
Termination for Cause.
Termination Without Cause.
Payment Amount.
Section 409A Involuntary Separation.
No Section 409A Involuntary Separation;
No Section 409A Involuntary Separation;
Voluntary Termination.
Termination Upon Certain Changes in Control.
Merger; Reorganization.
Sale.
Liquidation.
Change in Control.
The timing of the amount payable to Executive under this subparagraph 5(e) shall be in accordance with paragraph 5(c).
Voluntary Retirement.
Return of Documents.
Other Benefits.
General.
Health Plans.
(i) Timing of Payment; Section 409A. The lump sum payments under Subparagraphs 5(d) and (f) shall be made at the time provided in this Subparagraph 5(i). If, at the time of separation from service, Executive is not a "specified employee" within the meaning of Section 409A(a)(2)(B)(i) and the Treasury Regulations, the lump sum payable shall be paid on or before the 30th day after Executive separates from the service of Employer as defined in Section 409A(a)(2)(A) and the Treasury Regulations, and Employer, and not Executive, shall determine the date of payment. If, at the time of separation from service, Executive is a "specified employee," the lump sum shall be paid on the earliest date on which payment may be made under Code Section 409A(a)(2)(B)(i) (the six month delay rule for specified employees) after Executive separates from the service of Employer as defined in Code section 409A(a)(2)(A)(i) and the Treasury Regulations.
Compensation.
An annual base salary of $200,000. Executive's annual base salary shall not be decreased during the Original Term of Employment.
Executive's base salary shall be paid in equal semi-monthly installments on the fifteenth and final day of each month during the term of his employment.
Executive shall receive fringe benefits in accordance with Employer's policies and practices for employees generally (including, without limitation, participation in any stock option plans, life and disability insurance plans, health care and hospitalization plans, medical and dental reimbursement plans, profit sharing plans, retirement plans and other employee benefit plans) for which Executive is qualified. At Employer's expense Executive shall have a medical exam every year. In addition to the foregoing, Executive shall receive an automobile allowance of $810 per month for the use of an automobile for combined business and personal use.
During the second quarter of each fiscal year of Employment, Employer shall review Executive's performance under this Agreement and establish goals and objectives for Executive's performance for the next fiscal year. In such review, Employer, in its reasonable discretion, shall consider increasing Executive's base salary and compensation based on relevant factors such as Executive's performance, Employer's accomplishments, increase or decrease in Executive's responsibilities, and cost of living increases. Any base salary increases normally are to be effective on such date as may be specified by Employer.
Employer has adopted additional compensation plans that are administered by its Compensation Committee and the Compensation Committee may in its sole and absolute discretion award cash bonuses, stock awards and stock options to Executive on terms to be determined by the Compensation Committee.
Working Facilities.
Expenses.
Paid Time Off.
Disability.
Insurance for the Benefit of Executive.
Subject to the provisions of Paragraph 6(c), Executive shall be covered by Employer's medical and disability insurance in effect from time to time, the premiums for which shall be paid for by Employer.
Employer shall at its expense continuously maintain without interruption in the name of Executive or Executive's designee or for the benefit of Executive or Executive's designee, life insurance coverage in an amount equal to three times (3x) Executive's then current base salary.
Insurance for the Benefit of Employer
Death During Employment
Representation and Warranty.
Termination by Employer.
Employer may terminate Executive's employment for cause, which is defined as follows:
Fraud, malfeasance, or embezzlement against Employer's assets or conviction of any felony;
Except under circumstances of disability contemplated by the provisions of Paragraph 10, cessation of Executive's performance of Executive's duties hereunder or deliberate and substantial failure to perform them in a capable and conscientious manner;
Violation of the provisions of Paragraph 14; or
Deliberate and substantial breach of Executive's material obligations under any other provision hereof that is not cured within 30 days after notice to Executive of the breach.
Should the Board of Directors of Employer determine cause exists, as defined in Subparagraph (a), to terminate Executive's employment, prior to termination for such cause, Employer shall provide Executive written notice reasonably describing the basis for the contemplated termination and a two-week period of time in which to respond in writing and in person prior to Employer's final determination of cause. During the period between such notice and final determination, the Board may suspend the performance of Executive's duties under this Agreement and direct Executive's non-attendance at work. However, Executive's right to compensation under this Agreement shall continue through and to any final termination of employment for cause.
Employer may terminate Executive's employment at any time without cause, subject to the applicable provisions of Paragraph 5. During the period between such notice and final determination, the Board may suspend the performance of Executive's duties under this Agreement and direct Executive's non-attendance at work.
Termination by Executive.
Executive shall have the right to terminate his employment on written notice to Employer of any default by Employer in performing its duties under this Agreement and such termination shall be treated as a termination without cause under subparagraph 5 (c), provided that Executive may not terminate his employment if Employer cures the default within fourteen (14) days after receiving such notice.
Executive may terminate Executive's employment as provided in Subparagraphs 5(d) and (f).
Restrictive Covenant.
Executive agrees and covenants that, without the Board's prior written consent and except on behalf of Employer, he will not in any manner, directly or indirectly, own, manage, operate, control, be employed by, participate in, assist or be associated in any manner with any person, firm or corporation anywhere in the world whose business competes with Employer or any subsidiary of Employer. This covenant shall remain in effect until a date one (1) year after the date Executive's employment is terminated or, if his employment is terminated pursuant to Paragraph 16(a), until the termination date. Notwithstanding any other provision of this Agreement, Executive may own up to three percent (3 %) of the outstanding stock of a competing publicly traded corporation so long as he takes no other action furthering the business of such corporation.
Until a date one (1) year after the termination date, Executive shall not (i) solicit any other employee of Employer to leave the employ of Employer, or in any way interfere with the relationship between Employer and any other employee of Employer, or (ii) induce any customer, supplier, licensee, or other business relation of Employer to cease doing business with Employer, or in any way interfere with the relationship between any customer or business relation and Employer.
Confidentiality.
Definitions.
"Inventions"
"Confidential Information"
Restrictions on Disclosure.
During the period of employment with Employer and thereafter, Executive shall not disclose Confidential Information to any third parties other than Employer, its employees, agents, consultants, contractors and designees without the prior written permission of Employer, or use Confidential Information for any purpose other than the conduct of Employer's business.
The restrictions on disclosure and use set forth herein shall not apply to any Confidential Information which:
At the time of disclosure to Executive by Employer is generally available to the public or thereafter becomes generally known to the public, through no fault of Executive;
Was known by Executive prior to his employment with Employer;
Executive at any time receives from a third party not under any obligation of secrecy or confidentiality to Employer;
Employer discloses to a third party not under any obligation of secrecy or confidentiality to it; and
Executive is requested or required to disclose pursuant to a subpoena or order of a court or other governmental agency, in which case Executive shall notify Employer as far in advance of disclosure as is practicable.
Obligations Regarding Inventions.
Remedies
Any Confidential Information that is directly or indirectly originated, developed or perfected to any degree by Executive during the term of his employment by Employer shall be and remain the sole property of Employer.
Resolution of Disputes.
Notices.
Miscellaneous Provisions.
This Agreement contains the entire agreement between the parties and supersedes all prior agreements and it shall not be amended or otherwise modified in any manner except by an instrument in writing executed by both parties.
Neither this Agreement nor any rights or duties under this Agreement may be assigned or delegated by either party unless the other party consents in writing.
Except as otherwise provided herein, this Agreement shall be binding upon the inure to the benefit of the parties and their respective heirs, personal representatives, successors and assigns.
This Agreement has been entered into in Colorado and shall be governed by the laws of that state.
In fulfilling their respective obligations under this Agreement and conducting themselves pursuant to it, each party shall act reasonably and in good faith.
If any provisions of this Agreement shall be held to be invalid or unenforceable for any reason, the invalid or unenforceable provision shall be deemed severed from this Agreement and the balance of this Agreement shall remain in full force and effect and be enforceable in accordance with its terms.
To the extent necessary, the provisions of this Agreement shall be construed and administered in compliance with the requirements of Code section 409A and the regulations and any other guidance promulgated thereunder.
IN WITNESS WHEREOF, the parties have executed this Agreement the day and year first above written.
EXECUTIVE: | |
/s/ADRIAN SCHAFFER | |
Adrian Schaffer |
|
EMPLOYER: | |
UQM TECHNOLOGIES, INC. | |
By: /s/DONALD A . FRENCH | |
Treasurer, Secretary and Chief | |
Financial Officer |
Exhibit 99.1
Contact: John Baldiserra
BPC Financial Marketing
800-368-1217
For Immediate Release or
Donald A. French
UQM Technologies, Inc.
303-682-4918
UQM Technologies is Pleased to Announce
the Appointment of Adrian Schaffer as
Vice President of Sales and Business Development
Mr. Schaffer will lead UQM's sales and business development initiatives, focusing on developing and enhancing new business opportunities, product and regional expansion and investigation of potential strategic partnerships to allow continued growth into the vehicle electrification marketplace.
Mr. Schaffer has over two decades of senior executive sales experience in managing and growing sales into the automotive and commercial truck marketplace.
LONGMONT, COLORADO, NOVEMBER 1, 2011 …
UQM Technologies, Inc. (NYSE Amex: UQM) is pleased to announce that Mr. Adrian Schaffer has joined UQM as Vice President of Sales and Business Development. Mr. Schaffer brings a proven track record of performance as a senior sales executive in several automotive industry Tier One suppliers and a wealth of contacts and relationships in the automotive industry developed over his career."We are pleased Adrian has joined the UQM team where his extensive experience in sales and business development in both domestic and overseas markets will enhance our ability to penetrate the new global markets for clean automobiles, trucks, buses and boats with our automotive qualified high performance and energy efficient electric propulsion system technology," said Eric R. Ridenour, UQM Technology's President and Chief Executive Officer. "The addition of Adrian to this VP level sales and business development position completes our executive team and complements our existing strengths in engineering and volume manufacturing of our technologically advanced and energy efficient products for the emerging clean vehicle markets."
Mr. Schaffer was most recently Vice President of Sales for the Industrial Commercial & Energy Group (ICE) for Linamar Corporation - a leading supplier to the global vehicle and mobile industrial equipment markets. Prior to that, Adrian spent nearly twenty years in senior executive and sales positions at Motorola where he successfully launched new technologies that are now a part of the global vehicle marketplace. Adrian earned his Executive MBA from Michigan State University and has a Bachelor of Arts degree from Oberlin College.
UQM has announced business agreements to supply Audi, Rolls-Royce and Saab with electric propulsion systems for pre-production test fleets. The company has an installed production line capacity of 40,000 units per year from which it is currently supplying automotive qualified electric propulsion systems to CODA Automotive for its all-electric passenger car and to meet the future requirements of its other OEM customers. UQM also supplies Proterra Inc. with electric propulsion systems to power their composite transit bus, as well as Electric Vehicles International (EVI) for its medium-duty delivery vehicles.
About UQM Technologies, Inc.
UQM Technologies is a developer and manufacturer of power-dense, high-efficiency electric motors, generators and power electronic controllers for the automotive, aerospace, military and industrial markets. A major emphasis for UQM is developing products for the alternative-energy technologies sector, including propulsion systems for electric, hybrid electric, plug-in hybrid electric and fuel cell electric vehicles, under-the-hood power accessories and other vehicle auxiliaries. UQM headquarters, engineering, product development center and manufacturing operation are located in Longmont, Colorado.
Please visit www.uqm.com for more information.
This Release contains statements that constitute "forward-looking statements" within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act. These statements appear in a number of places in this Release and include statements regarding our plans, beliefs or current expectations, including those plans, beliefs and expectations of our officers and directors with respect to, among other things, orders to be received under our supply agreement with CODA Automotive, future financial results and the continued growth of the electric-powered vehicle industry. Important Risk Factors that could cause actual results to differ from those contained in the forward-looking statements are contained in our Form 10-Q filed October 27, 2011, which is available through our website at www.uqm.com or at www.sec.gov .
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