On
January 9, 2007, the Company issued a press release containing
information relating to preliminary financial results for the quarterly
fiscal period ended December 31, 2006. A copy of the press release is being furnished as Exhibit 99.2 to this report.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers
Effective January 8, 2007, Kevin J. Wenta was appointed Executive Vice President, Sales and
Marketing of the Company. Mr. Wenta brings more than 20 years of experience in business
development, sales, marketing, finance and operations, primarily in the industrial chemicals field,
to the Company.
Pursuant to the terms of the Employment Agreement, dated and effective as of January 8, 2007,
a copy of which is attached hereto as Exhibit 99.1, Mr. Wenta will receive an annual base salary of
not less than $270,000. In addition, Mr. Wenta will be eligible for discretionary bonuses for
services to be performed as an employee of the Company based on performance milestones agreed upon
by Mr. Wenta and the CEO of the Company and approved by the Board of Directors of the Company (the
“Board”). During calendar year 2007, Mr. Wenta’s bonus will be a maximum of $121,500, subject to
completion of his performance milestones, as determined by the Board in its sole discretion.
However, for calendar year 2007 only, the Company guarantees Mr. Wenta a bonus payment of $24,300
payable in two installments of $12,150 on each of July 8, 2007 and January 8, 2008.
Furthermore, Mr. Wenta received non-qualified options to purchase up to 75,000 shares of the
Company’s common stock under the terms of the Company’s 2004 Equity Compensation Plan (the “Plan”),
with a grant date of January 8, 2007 and vesting at the rate of 20% on January 8, 2008, 20% on
January 8, 2009, 20% on January 8, 2010, 20% on January 8, 2011, and 20% on January 8, 2012. Mr.
Wenta will also be eligible for other benefits as are offered or available to all other employees
in accordance with the Company’s employee benefit plans.
In the event Mr. Wenta’s employment is terminated other than for Cause, as defined in the
Employment Agreement, Mr. Wenta will receive a sum equal to his annual base salary in effect at the
time of termination payable over the 52 week period following the effective date of termination.
In addition, all stock options granted to Mr. Wenta prior to termination will become fully vested,
and will become exercisable in accordance with the applicable option grant agreement and the Plan.
If he is terminated with Cause, Mr. Wenta will not be entitled to any severance or other benefits
and his options will not become fully vested. The Employment Agreement also contains customary
non-competition and non-solicitation provisions.
The foregoing summary of the material provision of the Employment Agreement does not purport
to be complete and is subject to and qualified in its entirety by reference to all provisions of
the described agreement.
Item 9.01. Financial Statements and Exhibits
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Exhibit 99.1
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Employment Agreement dated
January 8, 2007 between the Company and Kevin J. Wenta |
Exhibit 99.2
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Press Release dated January 9, 2007 |
Signature(s)
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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Nanophase Technologies Corporation |
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Date:
January 12, 2007
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By:
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/s/ JESS JANKOWSKI |
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JESS JANKOWSKI |
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Chief Financial Officer |