Item
1.01 Entry into a Material Definitive Agreement.
John Fallini Employment
Agreement. On April 7, 2008, Altair Nanotechnologies Inc.
(together with its operating subsidiaries, the "Company") appointed John Fallini
as Chief Financial Officer of the Company, and, in connection therewith, entered
into an employment agreement with Mr. Fallini.
Under the employment agreement, Mr.
Fallini is entitled to an annual base salary equal to $230,000, 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
Company has also agreed to grant Mr. Fallini an option to purchase 150,000
common shares under its stock incentive plan. The employment agreement includes
terms related to protection of confidential information and 12-month
non-competition and non-solicitation covenants, and Mr. Fallini is required to
sign the Company’s standard agreement related to assignment of
inventions.
If Mr. Fallini’s employment is
terminated by Mr. Fallini for good reason, which includes, among other things,
(a) the Company requiring Mr. Fallini to relocate his place of employment
without Mr. Fallini’s consent, or (b) a material adverse change in Mr. Fallini’s
title, position, and/or duties 90 days before or within one year after a change
of control, Mr. Fallini 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 Mr. Fallini 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. Fallini’s employment is
terminated by the Company without cause, Mr. Fallini 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 Mr. Fallini 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. Fallini is not entitled to any severance if his
employment is terminated at any time by the Company with cause or by Mr. Fallini
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
5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers
On April
7, 2008, Edward Dickinson was replaced as Chief Financial Officer of the Company
and appointed as Senior Director of Programs and Contracts of the
Company.
On April
7, 2008, John Fallini, age 59, was appointed as Chief Financial Officer of the
Company. Prior to joining the Coompany, Mr. Fallini served as the
chief financial officer from January 2007 through March 2008 for Alloptic, Inc.,
a private corporation that produces passive optical network access equipment for
the telecommunications industry. From 2004 through the end of 2006,
Mr. Fallini was an independent consultant specializing in financial
services. From 2000 through 2003, Mr. Fallini served as the chief
financial officer for Informative, Inc., a private corporation that sold
customer voice management software that allowed real time dialogue with
customers via the internet. Mr. Fallini obtained a bachelor of
science in engineering and applied science from the University of California,
Los Angeles and a masters of business administration in finance with high honors
from the Oklahoma City University
A summary
of Mr. Fallini’s employment agreement with the Company is set forth in Item 1.01
and incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits
(d) Exhibits
10.1 Employment Agreement with John
Fallini