altair_8k-111607.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): November 13,
2007
Altair
Nanotechnologies Inc.
(Exact
Name of Registrant as Specified in its Charter)
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Canada
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1-12497
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33-1084375
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(State
or other jurisdiction of
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(Commission
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(IRS
Employer
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incorporation
or organization)
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File
Number)
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Identification
No.)
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204
Edison Way
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Reno,
NV
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89502
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant's
Telephone Number, Including Area Code:
(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):
[_] 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
1.01 Entry into a Material Definitive Agreement.
On
November 13, 2007, Altair
Nanotechnologies Inc. (together with its operating subsidiaries, the "Company")
promoted Terry Copeland to Vice President of Operations for the Power and Energy
Group of the Company and, in connection therewith, entered into an employment
agreement with Mr. Copeland.
Under
the employment agreement, Mr.
Copeland is entitled to a annual base salary equal to $225,000, an annual bonus
target opportunity equal to 60% of his base salary upon achievement of certain
performance measures, and standard health and other benefits. The
employment agreement also includes terms related to the assignment of inventions
to the Company, protection of confidential information, and 12-month
non-competition and non-solicitation covenants.
If
Mr. Copeland’s employment is
terminated by Mr. Copeland for good reason, which includes, among other things,
(a) the Company requiring Mr. Copeland to relocate his place of employment
without Mr. Copeland’s consent, or (b) a material adverse change in Mr.
Copeland’s title, position, and/or duties 90 days before or within one year
after a change of control, Mr. Copeland 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) Mr.
Copeland terminates for good reason on or before November 13, 2009 on account
of
a relocation that is more than 50 miles from Mr. Copeland’s initial place of
employment, or (b) Mr. Copeland 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, Mr. Copeland is entitled to a severance
benefit equal to his base salary for one year, health benefits for 18 months,
and a lump sum bonus payment equal to 60% of his base salary paid for the year
in which his termination occurred. The one-year base salary severance
benefit will be extended to 16 months if either (a) Mr. Copeland terminates
for
good reason on or before November 13, 2009 on account of a relocation that
is
more than 50 miles from Mr. Copeland’s initial place of employment, or (b) Mr.
Copeland 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 Mr. Copeland 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
(c) Exhibits
10.1 Employment
Agreement
with Terry 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.
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Altair
Nanotechnologies Inc. |
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Dated:
November
16, 2007
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By:
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/s/ Edward
Dickinson |
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Edward
Dickinson |
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Chief
Financial
Officer |
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