- Current report filing (8-K)
06 March 2009 - 8:12AM
Edgar (US Regulatory)
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):
February 24, 2009
SATCON TECHNOLOGY CORPORATION
(Exact Name of
Registrant as Specified in its Charter)
Delaware
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1-11512
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04-2857552
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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27 Drydock Avenue, Boston, Massachusetts
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02210-2377
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(Address of Principal Executive Offices)
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(Zip Code)
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(617) 897-2400
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(Registrants telephone number, including
area code)
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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 5.02.
Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
On February 24, 2009, following the recommendation of the
Compensation Committee, the Board of Directors of Satcon Technology Corporation
(the Company) adopted the 2009 Incentive Plan for Management (the 2009
Incentive Plan) as a means of adding incentives towards achievement of
performance goals for each functional area of the Company, which goals are
considered key factors in the Companys overall success. Eligible participants are (i) the
President & Chief Executive Officer (the CEO); (ii) the Chief
Financial Officer; (iii) the Vice President of Engineering &
Chief Technology Officer; (iv) the Vice President, Administration &
Secretary; (v) the Vice President of Sales & Marketing; (vi) the
Vice President Operations; (vii) those employees who directly report to
the Companys executive officers at the Director Level; (viii) those
employees who manage a group or function (Manager Level) who report to an
executive officer or Director Level employee; and (ix) Satcon Fellows.
The 2009 Incentive Plan outlines general performance goals and business
criteria upon which each participants performance will be evaluated. Specific performance goals and business
criteria will be subsequently approved by the Compensation Committee. Performance will be measured against these
specific performance goals and business criteria, which will be established for
each functional area of the Company.
For the CEO, performance will be based on overall corporate objectives,
such as objectives related to the Companys focus and market position, growth,
product/service quality, profitability, financial condition, business practices
and establishment of prudent governance practices. With respect to operations, participants
performance will be based on objectives related to business operating models,
manufacturing and plant capacity, customer performance and long-term
strategies. With respect to sales &
marketing, participants performance will be based on objectives related to
direct sales team organization, sales methodology, forecast methodology and
customer relationship management systems, global business development and
channels organization, branding initiatives and field services
organization. With respect to
engineering, participants performance will be based on objectives related to
product quality, design processes and new products. With respect to finance, participants
performance will be based on objectives related to management information,
information systems, planning processes, financial operating models and control
environment. With respect to
administration, participants performance will be based on objectives related
to compensation strategy, performance management systems, annual cash incentive
programs, rewards programs, training, staffing, internet access, domain
upgrades and help desk administration.
Based on a review of performance against the established goals
subsequent to the end of the fiscal year, the Compensation Committee will
determine the appropriate payments, if any, to be made to the participants, and
the Board must approve any such payments.
The CEO can earn up to 60% of base salary upon attainment of 100% of
corporate target objectives. The other
executive officers of the Company can earn up to 30% of base salary, half of
which is based upon attainment of 100% of personal target objectives and half
of which is based upon attainment of 100% of corporate objectives. If the Company achieves target financial objectives,
the Board has the discretion to grant additional cash bonuses to such executive
officers to compensate for no base salary adjustments at the beginning of 2009
(Chief Technology Officer: up to 10%, VP Administration: up to 6.7%). Director Level employees and Satcon Fellows
can earn up to 20% of base salary, half of which is based upon attainment of
100% of personal target objectives and half of which is based upon attainment
of 100% of corporate objectives. If the
Company achieves target financial objectives, the Board has the discretion to
grant additional cash bonuses to such employees to compensate for no base
salary adjustments at the beginning of 2009.
Manager Level employees can earn up to 10% of base salary, half of which
is based upon attainment of 100% of personal target objectives and half of
which is based upon attainment of 100% of corporate objectives.
A copy of the 2009 Incentive Plan is attached hereto as Exhibit 10.1.
2
Item 9.01 Financial Statements
and Exhibits.
(d) Exhibits
Exhibit No.
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Description
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10.1
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Satcon
2009 Incentive Plan for Management.
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3
SIGNATURE
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.
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SATCON
TECHNOLOGY CORPORATION
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Date:
March 4, 2009
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By:
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/s/
John W. Peacock
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John
W. Peacock
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Chief
Accounting Officer
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4
EXHIBIT INDEX
Exhibit No.
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Description
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10.1
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Satcon
2009 Incentive Plan for Management.
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