altair_8k-062608.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): June 26,
2008
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
incorporation or
organization)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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204 Edison
Way
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:
(801)
858-3750
N/A
(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):
o Written communications pursuant
to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement communications pursuant
to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
o 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 June 26, 2008, Altair
Nanotechnologies Inc. (the "Company") entered into an employment agreement with
Terry Copeland, its Chief Executive Officer and President.
Under the employment agreement, Dr.
Copeland is entitled to an annual base salary of not less than $325,000, an
annual bonus target opportunity equal to 80% of his base salary upon achievement
of certain performance measures, and standard health and other
benefits. The employment agreement also includes an agreement by the
Company to add to his stock options and other equity awards a provision under
which vesting of the awards accelerates in connection with a change of
control. The employment agreement includes terms related to
protection of confidential information and 12-month non-competition and
non-solicitation covenants, and Dr. Copeland is required to sign the Company’s
standard agreement related to assignment of inventions.
The employment agreement is for a fixed
term of two years, provided that it automatically renews for an additional
two-year term it the Company does not provide written notice of its intent not
to renew the employment agreement at least 90-days prior to the end of the
initial term or any subsequent term. If Dr. Copeland’s employment is
terminated during the term by Dr. Copeland for good reason, which includes,
among other things, (a) the Company requiring Dr. Copeland to relocate his place
of employment without Dr. Copeland’s consent, or (b) a material adverse change
in Dr. Copeland’s title, position, and/or duties 90 days before or within one
year after a change of control, Dr. Copeland is entitled to a severance benefit
equal to his base salary and health benefits for one year. The
one-year of base salary and health benefits will be extended to 16 months if Dr.
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 Dr. Copeland’s employment is
terminated by the Company without cause during the term, Dr. 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 (pro rated based upon
the percentage of the year elapsed prior to termination). The
one-year base salary severance benefit will be extended to 16 months if Dr.
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.
Dr. Copeland is not entitled to any
severance if his employment is terminated at any time by the Company with cause
or by Dr. 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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Dated: July
1, 2008
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Altair
Nanotechnologies Inc.
By: /s/ John
Fallini
John
Fallini
Chief Financial
Officer
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