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Commitments
6 Months Ended
Jun. 30, 2013
Notes to Financial Statements  
Note 12 - Commitments

In April 2013, the U.S. Department of Defense, Navy and the U.S. Department of Energy Advanced Research Projects Agency-Energy (ARPA-E) approved a grant of up to $800,000 to Company for the funding of a project to produce and trial a chilling system, that is operated by directly manipulating water vapor using Company’s selectively permeable membrane made of a nano-structure solid polymer. The grant requires the Company to contribute $200,000 of the proposed total project cost of $1,000,000. The Company will receive the grant amount in phases upon the meeting of certain milestones. The grant will advance our Nano Air technologies toward commercialization.

 

On June 11, 2013, effective as of March 11, 2013, the Company entered into an Employment Agreement with Ms. Joyce Conner-Boyd in connection with her appointment as Chief Operating Officer (the Executive). The term of the Agreement shall initially be for one year until March 11, 2014 but shall be automatically renewed on each anniversary of the effective date for an additional year unless either the Company or the Executive delivers a written termination at least 60 days before any anniversary.

 

The Executive shall receive a salary of $120,000 per annum. After the completion of an offering of the Company’s common stock greater than $2 million to an investor who, at the time of the investment, does not own or control shares in the Company, the Executive’s salary shall be increased to $160,000 per annum.

 

The Agreement provided that within ninety days of the effective date, the Company shall grant the Executive, pursuant to the terms and conditions of Company’s 2009 Incentive Compensation Plan (the "2009 Plan"), an option to purchase up to 1,250,000 shares of Company’s common stock. Such option was granted on June 11, 2013 at $0.16 per share, the fair market value of Company’s common stock on the date of the option grant, as determined in accordance with the terms of the 2009 Plan. An option to purchase 312,500 shares of the Company’s common stock shall vest on the effective date with the remaining options to purchase 937,500 shares of the Company’s common stock vesting ratably over a three year period on the first, second and third anniversary of the effective date provided the Executive is employed by Company on each vesting date.

 

If the Executive’s employment is terminated (i) by the Company, without Cause (as defined in the Agreement) or terminated for other similar reasons described in the Agreement, or (ii) by the Executive for Good Reason (as defined in the Agreement), the Executive will be entitled to receive 50% of the Executive’s then-current annual base salary, in equal payments over six months, and immediate vesting of the Executive’s stock options pursuant to the terms and conditions of the 2009 Plan.