ITEM
5.02 ELECTION OF
DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS, COMPENSATORY ARRANGEMENTS OF CERTAIN
OFFICERS
Acceleration of Vesting of
Outstanding Restricted Stock and Stock Options
On April
22, 2009, the Board of Directors (“Board”) of Global
Clean Energy Holdings, Inc. (the “Company”) approved
accelerating the vesting of (i) certain “unvested” restricted shares of the
Company’s common stock, no par value per share (“Common Stock”), and
(ii) certain “unvested” options to acquire Common Stock, which remain
outstanding under the Company’s employment agreements with Richard Palmer and
Bruce Nelson, the Company’s Chief Executive Officer and Chief Financial Officer,
respectively. The Board originally approved the issuance to Mr.
Palmer of an aggregate of 3,915,018 restricted shares of Common Stock, and
options to acquire up to 12,000,000 shares of Common Stock. The Board
originally approved the issuance to Mr. Nelson of options to acquire up to
4,500,000 shares of Common Stock. The terms of such restricted shares and stock
options were disclosed in the Company’s Current Report on Form 8-K filed with
the Securities and Exchange Commission (“SEC”) on September
17, 2007, and the Company’s Current Report on Form 8-K filed with the SEC on
April 8, 2008.
As of
April 22, 2009, 652,503 shares of restricted Common Stock and incentive stock
options to acquire up to 12,000,000 shares of Common Stock remained unvested
pursuant to the terms of the Company’s employment agreement with Mr.
Palmer. The Board approved accelerating the vesting of all restricted
shares and stock options that remained unvested as of that date under Mr.
Palmer’s employment agreement.
Similarly,
as of April 22, 2009, options to acquire up to 3,500,000 shares of Common Stock
remained unvested pursuant to the terms of the Company’s employment agreement
with Mr. Nelson. The Board approved accelerating the vesting of all
stock options that remained unvested as of that date under Mr. Nelson’s
employment agreement.
Non-Employee Director
Compensation Policy
On April
22, 2009, the Board adopted a compensation policy for non-employee directors
(“Compensation
Policy”), effective as of July 1, 2009. Pursuant to the
Compensation Policy, non-employee directors will be entitled to receive the
following benefits, among others, in consideration for their services as
directors of the Company:
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Monthly
cash payments of $2,000;
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·
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Annual
grants of non-qualified stock options to purchase up to 500,000 shares of
the Company’s common stock;
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·
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Participation
in the Company’s stock option plans;
and
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·
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Reimbursement
of certain expenses incurred in connection with attendance of meetings of
the Board and Board Committee.
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