x
|
Preliminary
Proxy Statement
|
¨
|
Confidential,
for Use of the Commission Only (as Permitted by Rule
14a-6(e)(2))
|
¨
|
Definitive
Proxy Statement
|
¨
|
Definitive
Additional Materials
|
¨
|
Solicitation
Material Pursuant to Rule 14a-11(c) or rule
14a-12
|
Power
Efficiency Corporation
|
||
(Name
of Registrant as Specified in its Charter)
|
x
|
No
fee required.
|
¨
|
Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
|
1)
|
Title
of each class of securities to which transaction
applies:
|
|
2)
|
Aggregate
number of securities to which transaction
applies:
|
3)
|
Per
unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11:
|
|
4)
|
Proposed
maximum aggregate value of
transaction:
|
5)
|
Total
fee paid:
|
¨
|
Fee
paid previously with preliminary
materials.
|
¨
|
Check
box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its
filing.
|
(1)
|
Amount
Previously Paid:
|
|
(2)
|
Form,
Schedule or Registration Statement
No.:
|
(3)
|
Filing
Party:
|
|
(4)
|
Date
Filed:
|
WHEN:
|
Friday,
May 21, 2010, 11:00 a.m., Pacific Daylight Time
|
|
WHERE:
|
Power
Efficiency Corporation - Headquarters 3960 Howard Hughes Parkway, Suite
460 Las
Vegas, NV 89169
|
|
ITEMS
OF BUSINESS:
|
||
·
|
Election
of seven directors for terms expiring at the Company’s next annual
stockholders’ meeting;
|
|
·
|
To
ratify the selection of BDO Seidman, LLP as our independent registered
public accounting firm for the Company’s 2010 fiscal
year;
|
|
·
|
To
approve the amendment of the Company’s articles of incorporation to
increase the total number of authorized shares of common stock from
140,000,000 shares to 350,000,000 shares; and
|
|
·
|
Act
upon any other business that may properly come before the Annual Meeting
or any adjournments thereof.
|
|
RECORD
DATE:
|
April
9, 2010
|
|
VOTING
BY PROXY:
|
Your
vote is important. You may vote by returning the proxy card in the
envelope
provided.
|
|
To
elect seven directors for terms expiring at the Company’s next annual
stockholders’ meeting;
|
|
·
|
To
ratify the selection of BDO Seidman, LLP as our independent registered
public accounting firm for the fiscal year ending December 31,
2010;
|
·
|
To
approve the amendment of the Company’s articles of incorporation to
increase the total number of authorized shares of common stock from
140,000,000 shares to 350,000,000 shares;
and
|
|
·
|
To
act upon any other business that may properly come before the Annual
Meeting or any adjournments
thereof.
|
By
Order of the Board of Directors
|
|
/s/
BJ Lackland
|
|
John (BJ) Lackland, Chief Financial Officer and
Secretary
|
Page
|
|
NOTICE
OF ANNUAL MEETING OF STOCKHOLDERS
|
i
|
QUESTIONS
AND ANSWERS ABOUT THE MEETING
|
1
|
PROPOSAL
1 — ELECTION OF DIRECTORS
|
4
|
Nominees
for Election of Directors
|
4
|
Director
Independence
|
6
|
Board
of Directors and Committees of the Board
|
6
|
Compensation
of Directors
|
9
|
Committee
Interlocks and Insider Participation
|
10
|
Process
for Stockholders to Send Communications to Our Board of
Directors
|
10
|
Recommendation
of the Board of Directors
|
10
|
PROPOSAL
2 — RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
|
11
|
Fees
paid to Independent Auditors
|
12
|
Recommendation
of the Board of Directors
|
12
|
PROPOSAL
3 – INCREASE IN THE COMPANY’S AUTHORIZED SHARES OF COMMON
STOCK
|
13
|
Proposed
Amendment
|
13
|
Principal
Effects of the Increase in Authorized Shares
|
13
|
Procedure
for Effecting the Increase in Authorized Shares
|
14
|
Recommendation
of the Board of Directors
|
14
|
ADDITIONAL
INFORMATION
|
15
|
Beneficial
Ownership
|
15
|
Executive
Officers and Significant Employees
|
|
CERTAIN
RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
|
16
|
Section
16(a) Beneficial Ownership Reporting Compliance
|
17
|
Executive
Compensation
|
17
|
Employment
Agreements
|
17
|
Stockholder
Proposals for the 2011 Annual Meeting of Stockholders
|
|
General
Information
|
20
|
Method
of Counting Votes
|
20
|
What
am I voting on?
|
|
Proposal 1: The
election of seven directors for terms expiring at the next Annual
Meeting;
|
|
Proposal 2: To
ratify the selection of BDO Seidman, LLP as our independent registered
public accounting firm for the Company’s fiscal year ending December 31,
2010; and
|
|
Proposal 3: To approve
the amendment of the Company’s articles of incorporation to increase the
total number of authorized shares of common stock from 140,000,000 shares
to 350,000,000 shares.
|
|
We
are not aware of any other matters that will be voted on. If a matter does
properly come before the Annual Meeting, the persons named as the proxy in
the accompanying form of proxy will vote the proxy at their
discretion.
|
|
What
is the board’s voting recommendation?
|
|
Our
board of directors recommends a vote:
|
|
FOR
each of the seven nominated directors;
|
|
FOR the ratification of
BDO Seidman, LLP as our independent registered public accounting firm for
the year ending December 31, 2010; and
|
|
FOR the approval of
the increase in the Company’s authorized shares of common
stock.
|
|
What
is the vote required for each proposal?
|
|
Proposal 1: The
election of the seven nominated directors requires the affirmative vote of
the plurality of votes cast by the holders of our common stock present, or
represented, at the Annual Meeting;
|
|
Proposal 2: The
ratification of BDO Seidman, LLP as our independent registered public
accounting firm for the year ending December 31, 2010, requires a majority
of our common stock present or represented at the Annual Meeting;
and
|
|
Proposal 3: The
approval of the increase in the Company’s authorized shares of common
stock requires a majority of our common stock present, or represented, at
the Annual Meeting.
|
Who
may vote at the Annual Meeting?
|
|
The
record holders of our common stock and preferred stock on the close of
business as of April 9, 2010 (the “Record Date”) are entitled to receive
notice of, to attend, and to vote at the Annual Meeting or any
adjournments thereof. Each outstanding share of our common
stock is entitled to one vote upon each matter presented and each share of
our Series B Preferred Stock is entitled to 100 votes upon each matter
presented and each share of our Series C-1 Preferred Stock is entitled to
133 votes upon each matter presented. As of the Record Date,
there were 45,077,984 shares of the Company’s common stock issued and
outstanding held by 168 holders of record, 140,000 shares of the Company’s
Series B Preferred Stock issued and outstanding held by 35 holders of
record, and 34,625 shares of the Company’s Series C-1 Preferred Stock
issued and outstanding held by 13 holders of record. A list of
stockholders of record entitled to vote will be available for inspection
by any record stockholder at our corporate headquarters at 3960 Howard
Hughes Parkway, Suite 460, Las Vegas, Nevada 89169 prior to or at our
Annual Meeting.
|
What is the
difference between a shareholder of record and a beneficial owner of
shares held in street name?
|
|
Stockholder of Record.
If your shares are registered directly in your name with the Company’s
transfer agent, Continental Stock Transfer & Trust, Co. (“Continental”), you are
considered the shareholder of record with respect to those shares, and
this Notice was sent directly to you by Continental and you received a
proxy card along with this notice.
Beneficial Owner of Shares
Held in Street Name. If your shares are held in an account at a
brokerage firm, bank, broker-dealer, or other similar organization, then
you are the beneficial owner of shares held in “street name,” and the
Notice was forwarded to you by that organization. The organization holding
your account is considered the shareholder of record for purposes of
voting at the Annual Meeting. As a beneficial owner, you have the right to
instruct that organization on how to vote the shares held in your account.
This Notice was sent to you by your brokerage firm, bank, broker-dealer,
or other similar organization and you received the vote instruction form
of that brokerage firm, bank, broker-dealer, or other similar
organization.
|
What
constitutes a quorum?
|
|
In
order to conduct our Annual Meeting, a majority of the voting power of the
issued and outstanding shares of common stock and preferred stock of the
Company (voting together as a single class) must be present in person or
represented by proxy. This is known as a “quorum.” Abstentions and shares
held in “street name” by brokers or nominees who indicate on their proxies
that they do not have discretionary authority to vote such shares as to a
particular matter, referred to as broker non-votes, will count toward
establishing a quorum.
|
|
How
do I vote?
|
|
There
are three ways to vote:
|
|
· By
completing and mailing the enclosed proxy card (applicable only to
stockholders of record);
|
|
· By
following the instructions on the vote instruction form (applicable only
to beneficial holders); or
|
|
· By attending our
Annual Meeting in person and submitting a written
ballot..
|
|
If
you are a beneficial owner and your broker holds your shares in its name,
the broker is permitted to vote your shares on the proposal to ratify BDO
Seidman, LLP as the Company’s independent auditor even if the broker does
not receive voting instructions from you.
|
|
If
your shares are held in the name of a broker, bank or other holder of
record, you are not entitled to attend our Annual Meeting or vote in
person at our Annual Meeting unless you obtain a legal proxy from the
broker, bank, trustee, or nominee that holds your shares giving you the
right to vote the shares.
|
|
What
does it mean if I get more than one proxy?
|
|
It
means your shares are held in more than one account. Please vote all
proxies to ensure all your shares are
counted.
|
Can
I change my vote or revoke my proxy?
|
|
You
can change your vote or revoke your proxy at any time prior to the closing
of the polls, by:
|
|
· Returning
a later-dated proxy card;
|
|
· Voting
in person at our Annual Meeting; or
|
|
· Notifying
our Secretary by written revocation letter.
|
|
Our
Secretary is John (“BJ”) Lackland. Any revocation should be filed with him
at our corporate headquarters at 3960 Howard Hughes Parkway, Suite 460,
Las Vegas, Nevada 89169.
|
|
Attendance
at our Annual Meeting will not in itself constitute revocation of a proxy.
All shares entitled to vote and represented by properly completed proxies
timely received and not revoked will be voted as you direct. If no
direction is given, the proxies will be voted as our board
recommends.
|
|
Who
conducts the proxy solicitation?
|
|
Our
board of directors is soliciting these proxies. We will bear the cost of
the solicitation of proxies. Our regular employees may solicit proxies by
mail, by telephone, personally or by other communications, without
compensation apart from their normal
salaries.
|
Who
will count the votes?
|
|
Our
board of directors will appoint one or more persons to serve as the
inspector(s) of elections to tabulate the votes cast by proxy or in person
at the Annual Meeting. The inspector(s) of elections will also determine
whether or not a quorum is present.
|
|
Do
I have any appraisal rights in connection with any matter to be acted
upon?
|
|
No.
Our stockholders do not have appraisal rights in connection with any
matter to be acted upon.
|
|
Who
can help answer my questions?
|
|
If
you have any questions about the Annual Meeting or the proposals to be
voted on at the Annual Meeting, or if you need additional copies of this
proxy statement or copies of any of our public filings referred to in this
proxy statement, you should contact our Secretary, John (“BJ”) Lackland,
at (702) 697-0377. A copy of this proxy statement and our
annual report for the year ending December 31, 2009 may be obtained online
at www.powerefficiency.com/2010annualmeeting. Our public
filings can also be accessed at the website of the Securities and Exchange
Commission (the “SEC”) at
www.sec.gov.
|
Name
|
Age
|
Director
Since
|
Position
|
|||
Steven
Z. Strasser
|
61
|
2002
|
Chairman,
Chief Executive Officer
|
|||
John
(BJ) Lackland
|
39
|
2002
|
Director,
Chief Financial Officer, and Secretary
|
|||
George
Boyadjieff
|
71
|
2006
|
Director,
Senior Technical Advisor
|
|||
Douglas
M. Dunn
|
67
|
2006
|
Director
|
|||
Richard
Morgan
|
64
|
2007
|
Director
|
|||
Gary
Rado
|
70
|
2005
|
Director
|
|||
Kenneth
Dickey
|
68
|
2009
|
Director
|
|
•
|
selects
the independent auditors, considering independence and
effectiveness;
|
|
•
|
receives
the written disclosures and the letter from the independent accountant
required by applicable requirements of the Public Company Accounting
Oversight Board regarding the independent accountant's communications with
the audit committee concerning independence, and has discussed with the
independent accountant the independent accountant's
independence;
|
|
•
|
discusses
the scope and results of the audit with the independent auditors and
reviews with management and the independent auditors our interim and
year-end operating results;
|
|
•
|
discusses
with the independent accountant the matters required to be discussed by
Statement on Auditing Standards No. 114 (Communications with Audit
Committees);
|
|
•
|
considers
the adequacy of our internal accounting controls and audit
procedures;
|
|
•
|
reviews
and approves all audit and non-audit services to be performed by the
independent auditors; and
|
|
•
|
administers
the whistleblower policy.
|
AUDIT
COMMITTEE
|
Douglas
Dunn
|
Richard
Morgan
|
Gary
Rado
|
|
•
|
Business
leadership and operational experience as our Chief Executive Officer and
Chairman since 2004.
|
•
|
Over
25 years of experience focused on energy efficient
technologies.
|
|
•
|
Business
leadership and operational experience as our Chief Financial Officer,
Secretary and a director since 2004.
|
|
•
|
Over
10 years of public company experience, ranging from Fortune 1000 companies
to start-ups.
|
|
•
|
Business
leadership, operational experience, and experience developing technology
as our Senior Technical Advisor since 2005, a director since 2006, and
former CEO of Varco, now known as National Oil Well
Varco.
|
|
•
|
Engineering
experience at National Oil Well Varco and holds over 50 patents issued by
the US Patent and Trademark Office.
|
|
•
|
Business
and academic leadership as dean of Carnegie Mellon University's Graduate
School of Industrial Administration (now the Tepper School of Business)
from July 1996 through June 2002
|
•
|
Outside
board experience as a director of Universal Stainless & Alloy
Products, Inc. (NASDAP: USAP)
|
|
•
|
Practical
and academic legal experience as Of Counsel at Lionel, Sawyer &
Collins, and dean emeritus and former professor of law at the William S.
Boyd School of Law at UNLV.
|
•
|
Over
35 years of experience in law and academics, including 9 years of
experience in corporate and securities
law.
|
•
|
Business
leadership and operational experience as Executive Vice President, and
later, President of Casio, and Division Manager of Texas
Instruments.
|
|
•
|
Leadership
experience as co-founder of The Institute of Strategic Mapping, and brings
a diverse background of understanding how businesses can achieve superior
results.
|
DIRECTOR COMPENSATION
|
||||||||||||||||||||||||||||
Name
(a)
|
Fees Earned
or Paid in
Cash
($)
|
Stock
Awards ($)
|
Option
Awards
($)***
|
Non-Equity
Incentive
Plan
Compensation
($)
|
Non-
Qualified Deferred
Compensation
Earnings
($)
|
All
Other
Compensation
($)
|
Total ($)
|
|||||||||||||||||||||
Raymond
J. Skiptunis*
|
$
|
4,000
|
-
|
$
|
8,250
|
-
|
-
|
-
|
$
|
12,250
|
||||||||||||||||||
George
Boyadjieff
|
-
|
-
|
$
|
11,000
|
-
|
-
|
-
|
$
|
11,000
|
|||||||||||||||||||
Douglas
M. Dunn
|
-
|
-
|
$
|
13,750
|
-
|
-
|
-
|
$
|
13,750
|
|||||||||||||||||||
Richard
Morgan
|
-
|
-
|
$
|
11,000
|
-
|
-
|
-
|
$
|
11,000
|
|||||||||||||||||||
Gary
Rado
|
-
|
-
|
$
|
13,750
|
-
|
-
|
-
|
$
|
13,750
|
|||||||||||||||||||
Greg
Curhan**
|
-
|
-
|
$
|
11,000
|
-
|
-
|
-
|
$
|
11,000
|
|||||||||||||||||||
Kenneth
Dickey
|
-
|
-
|
$
|
17,250
|
-
|
-
|
-
|
$
|
17,250
|
*
|
Mr.
Skiptunis resigned from the Board of Directors on April 20,
2009.
|
**
|
Mr.
Curhan resigned from the Board of Directors on March 29,
2010.
|
***
|
Aggregate
fair value as of date of grant.
|
2009
|
2008
|
|||||||
Audit
fees
|
$ | 81,564 | $ | 68,125 | ||||
Audit-related
fees
|
0 | 0 | ||||||
Tax
fees
|
5,750 | 3,250 | ||||||
All
other fees
|
0 | 0 | ||||||
Total
|
$ | 87,314 | $ | 71,375 |
|
|
Percent of
|
||||||||
Title of Class
|
Name
of
Beneficial Owner(1)
|
Shares Owned
|
Shares
Owned(10)
|
|||||||
Common
Stock
|
Steven
Strasser, CEO, Chairman of the Board
|
23,974,575 | (2) | 40.58 | % | |||||
Common
Stock
|
John
(BJ) Lackland, CFO, Director
|
2,886,026 | (3) | 6.04 | % | |||||
Common
Stock
|
Gary
Rado, Director
|
867,303 | (4) | 1.89 | % | |||||
Common
Stock
|
George
Boyadjieff, Director
|
3,072,105 | (5) | 6.53 | % | |||||
Common
Stock
|
Douglas
Dunn, Director
|
643,026 | (6) | 1.41 | % | |||||
Common
Stock
|
Richard
Morgan, Director
|
325,000 | (7) |
Less than
1
|
% | |||||
Common
Stock
|
Greg
Curhan, Director
|
125,000 | (8) |
Less than
1
|
% | |||||
Common
Stock
|
Kenneth
Dickey, Director
|
471,074 | (9) | 1.03 | % | |||||
Common
Stock
|
Summit
Energy Ventures, LLC
|
8,803,901 | (2) | 18.80 | % | |||||
Common
Stock
|
Sarkowsky
Family L.P.
|
8,018,455 | 16.39 | % | ||||||
Common
Stock
|
Ron
Boyer
|
9,851,558 | 18.85 | % | ||||||
Common
Stock
|
Michael
J. Goldfarb Enterprises
|
2,513,685 | 5.40 | % | ||||||
Common
Stock
|
Byron
LeBow Family Trust
|
3,758,620 | 7.90 | % | ||||||
Common
Stock
|
Marathon
Hard Asset Fund L.P.
|
4,289,370 | 9.05 | % | ||||||
Common
Stock
|
Irwin
Helford Family Trust
|
3,341,424 | 7.10 | % | ||||||
Common
Stock
|
All
Executive Officers and Directors as a Group (8 persons)
|
32,364,109 | 48.99 | % |
(1)
|
Information in this table
regarding directors and executive officers is based on information
provided by them. Unless otherwise indicated in the footnotes
and subject to community property laws where applicable, each of the
directors and executive officers has sole voting and/or investment power
with respect to such shares. The address for each of the
persons reported in the table other than Commerce Energy Group is in care
of Power Efficiency Corporation at 3960 Howard Hughes Pkwy, Ste 460, Las
Vegas, Nevada 89169.
|
(2)
|
Includes 9,968,910 common shares
and common shares subject to options and warrants exercisable within 60
days of the date hereof held by Summit, in which Steven Strasser is one of
two members, 2,010,000 common shares subject to the conversion of 20,100
shares of Series B Preferred Stock, 1,083,334 common shares subject to the
conversion of 8,125 shares of Series C-1 Preferred Stock, and 10,912,331
common shares subject to options and warrants which are presently
exercisable or will become exercisable within 60 days of the date
hereof. Mr. Strasser was also granted an additional
150,000 common shares subject to options which will become exercisable
after 60 days of the date hereof. Mr. Strasser’s options and
warrants expire on various dates from May, 2010 through November,
2015.
|
(3)
|
Includes 188,526 common shares,
100,000 common shares subject to the conversion of 1,000 shares of Series
B Preferred Stock, and 2,597,500 common shares and common shares subject
to options and warrants presently exercisable or will become exercisable
within 60 days of the date hereof. Mr. Lackland was also
granted an additional 90,000 common shares subject to options which will
become exercisable after 60 days of the date hereof. Mr.
Lackland’s options and warrants expire on various dates from May, 2010
through November, 2015.
|
(4)
|
Includes 61,053 common shares,
200,000 common shares subject to the conversion of 2,000 shares of Series
B Preferred Stock, and 606,250 common shares subject to options presently
exercisable or will become exercisable within 60 days of the date
hereof. Mr. Rado was also granted an additional 93,750 common
shares subject to options which will become exercisable after 60 days of
the date hereof. Mr. Rado’s options expire on various dates
from September, 2015 through February,
2020.
|
(5)
|
Includes 1,122,105 common shares,
400,000 common shares subject to the conversion of 4,000 shares of Series
B Preferred Stock, and 1,550,000 common shares subject to options and
warrants presently exercisable or will become exercisable within 60 days
of the date hereof. Mr. Boyadjieff was also granted an
additional 75,000 common shares subject to options which will become
exercisable after 60 days of the date hereof. Mr. Boyadjieff’s
options and warrants expire on various dates from April, 2010 through
February, 2020.
|
(6)
|
Includes 30,526 common shares,
100,000 common shares subject to the conversion of 1,000 shares of Series
B Preferred Stock, and 512,500 common shares subject to options presently
exercisable or which will become exercisable within 60 days of the date
hereof. Dr. Dunn was also granted an additional 112,500 shares
of common stock subject to options which will become exercisable after 60
days of the date hereof. Dr. Dunn’s options expire on various
dates from May 2016 through February,
2020.
|
(7)
|
Includes 325,000 common shares
subject to options presently exercisable or which will become exercisable
within 60 days of the date hereof. Mr. Morgan was also granted
an additional 75,000 common shares subject to options exercisable after 60
days of the date hereof. Mr. Morgan’s options expire on various
dates from January, 2017 through February,
2020.
|
(8)
|
Includes 125,000 common shares
subject to options presently exercisable or which will become exercisable
within 60 days of the date hereof. Mr. Curhan was also granted
an additional 75,000 common shares subject to options exercisable after 60
days of the date hereof. Mr. Curhan’s options expire on various
dates from March, 2019 through February,
2020.
|
(9)
|
Includes 4,407 common shares,
166,667 common shares subject to the conversion of 1,250 shares of Series
C-1 Preferred Stock, 300,000 common shares subject to options and warrants
presently exercisable or which will become exercisable within 60 days of
the date hereof. Mr. Dickey was also granted an additional
75,000 common shares subject to options exercisable after 60 days of the
date hereof. Mr. Dickey’s options expire on various dates from
February, 2012 through February,
2020.
|
(10)
|
The percentage for common stock
includes all common shares subject to options and warrants exercisable
within 60 days of the date
hereof.
|
SUMMARY COMPENSATION TABLE
|
||||||||||||||||||||||||||||||||||
Name and principal
position
|
Year
|
Salary ($)
|
Bonus
($)
|
Stock
Awards
($)
|
Option
Awards
($)
|
Non-Equity
Incentive Plan
Compensation
($)
|
Nonqualified
Deferred
Compensation
Earnings ($)
|
All Other
Compensation
($)
|
Total ($)
|
|||||||||||||||||||||||||
Steven Z.
Strasser(1)
|
2009
|
$ | 304,730 | - | - | - | - | - | - | $ | 304,730 | |||||||||||||||||||||||
Chairman
and Chief
|
2008
|
$ | 311,208 | - | - | - | - | - | - | $ | 311,208 | |||||||||||||||||||||||
Executive
Officer
|
||||||||||||||||||||||||||||||||||
John (BJ) Lackland
(2)
|
2009
|
$ | 177,037 | - | - | - | - | - | - | $ | 177,037 | |||||||||||||||||||||||
Director
and Chief
|
2008
|
$ | 198,042 | - | - | - | - | - | - | $ | 198,042 | |||||||||||||||||||||||
Financial
Officer
|
- | - | - | - | - | - | - |
Name
|
Salary (1)
|
Bonus(4)
|
Common
Stock
Options(5)
|
||||||
Steven
Strasser
|
$ | 275,000 | (2) | 3,000,000 | |||||
BJ
Lackland
|
$ | 175,000 | (3) | 1,800,000 |
(1)
|
To be increased annually by at
least 5% of current year’s base
salary.
|
(2)
|
First year's salary to be paid
$60,000 in cash and options to purchase 1,612,500 shares of Common Stock
at an exercise price equal to not less than market price at date of grant
in lieu of remaining cash vesting quarterly over one
year.
|
(3)
|
First year's salary to be paid
$120,000 in cash and options to purchase 412,500 shares of Common Stock at
an exercise price equal to market price at date of grant in lieu of
remaining cash vesting quarterly over one
year.
|
(4)
|
At the discretion of the
disinterested members of the
Board.
|
(5)
|
Vesting evenly and quarterly over
five years.
|
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
|
|||||||||||||||||||||||||||||||||
OPTION AWARDS
|
STOCK AWARDS
|
||||||||||||||||||||||||||||||||
Name
|
Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable
|
Number of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable
|
Equity
Incentive
Plan
Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options
(#)
|
Option
Exercise
Price
($)
|
Option
Expiration
Date
|
Number
of Shares
or Units
of Stock
That
Have Not
Vested
(#)
|
Market
Value of
Shares or
Units of
Stock
That
Have Not
Vested
($)
|
Equity
Incentive
Plan
Awards:
Number
of
Unearned
Shares,
Units or
Other
Rights
That
Have Not
Vested
(#)
|
Equity
Incentive
Plan
Awards:
Market or
Payout
Value of
Unearned
Shares,
Units or
Other
Rights
That
Have Not
Vested
(#)
|
||||||||||||||||||||||||
Steven
Strasser
|
2,272,729 | 300,000 | - | $ | 0.22 |
5/31/2010
|
- | - | - | - | |||||||||||||||||||||||
2,039,771 | - | - | $ | 0.20 |
5/31/2015
|
- | - | - | - | ||||||||||||||||||||||||
600,000 | - | - | $ | 0.65 |
11/28/2014
|
- | - | - | - | ||||||||||||||||||||||||
BJ
Lackland
|
2,032,500 | 180,000 | - | $ | 0.20 |
5/31/2015
|
- | - | - | - | |||||||||||||||||||||||
375,000 | - | - | $ | 0.65 |
11/28/2014
|
- | - | - | - |
|
·
|
assumption or substitution of, or
adjustment to, each outstanding
award;
|
|
·
|
acceleration of the vesting of
options and stock appreciation
rights;
|
|
·
|
termination of any restrictions
on stock awards or cash awards;
or
|
|
·
|
cancellation of awards in
exchange for a cash payment to the
participant.
|
By
|
|
John
(“BJ”) Lackland,
Secretary
|