19-Dec-2006
Entry into a Material Definitive Agreement, Change in Directors or Principal Off
Item 1.01 Entry into a Material Definitive Agreement.
On December 14, 2006, Open Energy Corporation (the "Company") amended the Consulting Agreement, dated as of March 30, 2006, with Connect by Computer, LLC ("CBC"), an entity affiliated with Mr. Ron Gangemi, a director and the Chief Technology Officer of the Company. In connection with such an amendment, we reduced the aggregate number of shares that are issuable to CBC upon meeting certain revenue milestones set forth in the Consulting Agreement from 2,000,000 shares to 400,000 shares of common stock and granted to CBC options to purchase, in the aggregate, 1,800,000 shares of the Company's common stock, with the exercise price of $0.43 per share, which options shall vest if certain additional milestones based on CBC's intellectual property contributions to the Company are satisfied on or prior to May 31, 2008. A copy of Amendment No. 1 to the Consulting Agreement is attached hereto as Exhibit 10.1.
Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers; Compensatory Arrangements of Certain Officers.
The information provided in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
10.1 Amendment No. 1 to CBC Consulting Agreement, dated December 14, 2006. Filed herewith.