November 7, 2013 (November 5, 2013)

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Resignation of Martin Olsen as Vice President of Global Sales and Marketing.

Martin Olsen resigned as Vice President of Global Sales and Marketing of Active Power, Inc. (the “Company”), effective as of November 5, 2013, and entered into a Separation Agreement and Release with the Company dated November 7, 2013 (the “Agreement”). The Agreement provides, among other things, the following:

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continuation of payment of his base salary for six (6) months after the resignation date, payable in accordance with the Company’s regular payroll practices;

 

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eligibility to potentially receive compensation under the Company’s 2013 management incentive program subject to the terms and conditions of such plan;

 

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reimbursement for continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), for the shorter of (i) a period of twelve (12) months after the resignation date, (ii) until he has secured other employment, or (iii) the date he is no longer eligible to receive continuation coverage pursuant to COBRA; and

 

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acceleration of the vesting equivalent to an additional six (6) months of vesting after the resignation date under all outstanding stock option and restricted stock unit agreements between the Company and Mr. Olsen that would have otherwise remained unvested as of the date of Mr. Olsen’s resignation.

The Agreement also contains provisions for (i) a release of the Company by Mr. Olsen for all claims, (ii) Mr. Olsen’s compliance with non-solicitation covenants for twelve (12) months post-termination and continued observance of his obligations to the Company under his current proprietary information and nondisclosure agreement, and (iii) Mr. Olsen’s compliance with customary non-disparagement covenants. The foregoing is a summary of the Agreement and does not purport to be complete.

Appointment of Randall J. Adleman as Vice President of Global Sales and Marketing.

On November 5, 2013, the Company announced that Randall J. Adleman has been appointed as the Company’s Vice President of Global Sales and Marketing, effective as of November 18, 2013.  Mr. Adleman, age 56, had served as Vice President of Sales and Marketing for Valence Technology since 2010. Previously, he served as the principal and founder of Fords Barron Advisership, a corporate consultancy focused on senior leadership challenges within the power quality and energy industries, from 2007 to 2010, and as senior vice president of sales and implementation services for Misys Healthcare Systems from 2003 to 2006.  Mr. Adleman holds an undergraduate degree from Colgate University and a Masters of Business Administration with a concentration in Marketing from Fairleigh Dickinson University.

There are no family relationships between Mr. Adleman and any director or executive officer of the Company, and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

 

Mr. Adleman’s offer letter (the “Offer Letter”) provides that Mr. Adleman will be paid an annual base salary of $250,000 and will be eligible to earn incentive compensation at a rate of 0.18% of all bookings up to a specified target and 0.25% of all bookings in excess of such target, up to a maximum amount of $500,000.  The Offer Letter further provides that, subject to the approval of the Compensation Committee of the Board of Directors, Mr. Adleman will receive an option to purchase 200,000 shares of the Company’s Common Stock (the “Option Shares”).  The Option Shares will vest over four years, with 25% of the Option Shares vesting on the one-year anniversary of Mr. Adleman’s vesting commencement date and the remaining Option Shares vesting in a series of twelve successive equal quarterly installments, subject to Mr. Adleman’s continued service to the Company.

 

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On November 4, 2013, the Company entered into a written severance benefits agreement with Mr. Adelman (the “Severance Agreement”).  The Severance Agreement provides that if Mr. Adleman’s employment is terminated for reasons other than cause, as defined therein, or by Mr. Adleman for good reason, as defined therein, then he shall be entitled to receive continued severance pay equal to six months of his base salary payable over such period, as well as reimbursement of health benefits during such period.  In addition, the Severance Agreement provides that upon such termination for reasons other than cause, or by Mr. Adleman for good reason, the vesting under all unvested options would be accelerated by six months and that he may be eligible, subject to approval and discretion of the Board, to all or a pro-rated portion of the bonus that would have been paid to him at the end of the year of such severance if the goals set for such bonus are achieved prior to such date of severance.

The Severance Agreement also provides that if within twelve months following a change in control, as defined therein, Mr. Adleman’s employment is terminated for reasons other than cause, or by Mr. Adleman for good reason, then any unvested options held by Mr. Adleman on the date of such change in control would accelerate and vest in full as of the date of such termination.  The Severance Agreement further includes non-competition and non-solicitation provisions.

Item 7.01.

Regulation FD Disclosure.

On November 5, 2013, the Company issued a press release announcing the management changes set forth in Item 5.02 of this Form 8-K.  A copy of the Company’s press release is furnished with this Form 8-K and attached hereto as Exhibit 99.1.  Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01.

Financial Statements and Exhibits.

(d)  Exhibits

99.1

Press Release of Active Power, Inc. dated November 5, 2013.