UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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)
May 15, 2009
AMERICAN ENVIRONMENTAL ENERGY, INC.
(Exact name of Registrant as specified in its charter)
NEVADA
(State or other jurisdiction of incorporation)
33-38119-C
(Commission File Number)
41-1619632
(IRS Employer Identification Number)
650 Town Center Drive
Suite 860
Costa Mesa, California 92626
(Address of principal executive offices)
(949) 610-8469
(Registrant's telephone number, including area code)
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
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act
Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
(c) On May 14, 2009, the Company's Board of Directors appointed Mr. William
McManes, as a director to fill an open vacancy on the Board. The acceptance of
Mr. McManes is effective as of May 15, 2009. Mr. McManes has entered into an
Indemnification Agreement with the Company dated May 15, 2009 which is attached
hereto as Exhibit 10.14.
(e) On May 14, 2009, the Company's Board of Directors adopted an Executive Bonus
Plan (the "Plan"), attached hereto as Exhibit 10.15, to provide for bonuses to
motivate and reward eligible key executives who through industry, ability and
exceptional service, contribute materially to the success of the Company.
The amount of the fund shall be determined annually within 90 days after the end
of the Plan Year, which is December 31, and shall be promptly distributed to the
Employees, as determined below. The amount of the bonus fund available for
bonuses for any Plan Year shall be equal to the sum of:
1. Two percent (2%) of the equity capital or long term debt received by the
Company during the Plan Year up to $10,000,000; one and a one-half percent
(1.5%) of the equity capital or long term debt received by the Company in excess
of $10,000,000 but less than $50,000,000; and one percent (1%) of the equity
capital or long term debt received by the Company on amounts over $50,000,000;
and
2. Identical allocation and criterion as in 1 above, applied to the
transactional value of any mergers or acquisitions consummated during that bonus
pool year; (provided that capital or debt used to consummate mergers and
acquisitions shall not be taken into effect with respect to the same transaction
more than once in any Plan Year); and
3. An allocation of between five percent (5%) and ten percent (10%) of the
equity allocated in formation of any subsidiary or venture, for which a spinoff
is, contemplated on either a public or private methodology; and
4. Up to five percent (5%) of annual pre-tax income of the Company.
The CEO shall determine in his sole discretion the allocation of individual
bonus awards for Eligible Employees by adopting an Appendix to the Plan
establishing each Eligible Employee's allocation of the bonus fund and the
relevant Performance Goals and business criteria for each Eligible Employee.
Performance Goals shall be subject to such adjustments as determined by the CEO
to be appropriate (i) in conjunction with an acquisition by the Company or an
Affiliate, (ii) in conjunction with any share offering by the Company or (iii)
for changes in accounting principles and/or other items that are required by
generally accepted accounting principles ("GAAP") to be separately disclosed in
the Company's or each Affiliate's financial statements.
If a Participant who is designated by the CEO as likely to be a Covered Employee
(as defined in the Bonus Plan) should qualify as "performance-based
compensation," the grant, exercise and/or settlement of such award shall be
contingent upon achievement of Performance Goals determined by the Committee.
In the case of bonuses granted to Covered Employees, Performance Goals shall be
established not later than 90 days after the beginning of any performance period
applicable to the bonus, or at such other date as may be required or permitted
for "performance-based compensation." Additionally, the maximum value of a bonus
awarded under the Plan to a single Covered Employee may not exceed the greater
of $1,000,000 or three time such Employee's annual salary per Plan Year, without
approval of the Committee.
Prior to payment of any bonus amount under the Plan to a Covered Employee, the
CEO shall certify in writing that the Performance Goal(s) and all other material
terms stated under the Plan have been attained. The approved minutes of a
Committee meeting of the Board of Directors in which a certification is made
shall be treated as a written certification of attainment.
The CEO has the full power and authority to construe, interpret and administer
the Plan. All decisions, actions or interpretations by the CEO shall be final,
conclusive and binding upon all parties; provided that the Board of Directors
may revise, suspend or supersede any allocation or payment.
The CEO, subject to Board approval, reserves the right at any time to amend,
suspend, or terminate the Plan in whole or in part and for any reason and
without the consent of any Participant or Beneficiary. No modification of the
Plan by the CEO without approval of the Board of Directors will materially
increase the maximum amount allocated to a Covered Employee or render any member
of the Committee eligible for a bonus award.
The settlement of bonuses awarded under the Plan shall be in cash. The CEO may,
in his discretion, reduce the amount of a settlement otherwise to be made in
connection with a bonus based on the performance of the Employee.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits
10.14 Indemnification Agreement entered into with William McManes, dated May
15, 2009.
10.15 Executive Bonus Plan.
99.1 Press Release dated May 18, 2009.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, hereunto duly authorized.
AMERICAN ENVIRONMENTAL ENERGY, INC.
(Registrant)
By: /s/ Brent A. Brewer
---------------------------------------------
Name: Brent A. Brewer
Title: Chairman of the Board, President,
Principal Executive Officer,
Principal Financial Officer, Principal
Accounting Officer, Treasurer and Secretary
Date: May 19, 2009
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