- Current report filing (8-K)
February 18 2010 - 4:51PM
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 18, 2010
CLEAN ENERGY FUELS CORP.
(Exact Name of Registrant as Specified in Charter)
Delaware
(State or Other
Jurisdiction of
Incorporation)
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001-33480
(Commission File Number)
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33-0968580
(IRS Employer Identification
No.)
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3020 Old Ranch Parkway,
Suite 400 Seal Beach, California
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90740
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(Address of Principal Executive Offices)
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Zip Code
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(562) 493-2804
(Registrants telephone number, including area code)
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 17,
2010, we entered into an employment agreement with Mr. Barclay Corbus, our
Senior Vice President, Strategic Development.
The agreement is for an initial term through December 31, 2013, after
which it continues year to year unless terminated by either party upon written
notice delivered sixty days prior to the expiration of any term. Under the employment agreement Mr. Corbus
receives an annual base salary of $286,000 and a bonus up to 100% of his base
salary. If we terminate his employment
without cause, he is entitled receive (1) a lump sum payment of an amount
equal to the sum of (A) his base salary through the date of termination
and any incentive compensation earned for the prior year to the extent not
previously paid, (B) any compensation previously deferred by Mr. Corbus
(together with any accrued interest or earnings thereon), (C) one hundred fifty
percent (150%) of one (1) years then current base salary; (D) one hundred
fifty percent (150%) of the previous years incentive compensation, and
(E) any accrued vacation earned and not paid as of the termination date,
and (2) after the end of the calendar year of the termination, payment of
a prorated portion, based on the number of weeks during the year in which Mr.
Corbus was employed by us, of the incentive compensation that would be payable
in respect of such year (based on the criteria applicable for that year). Furthermore, Mr. Corbus shall receive
continuing participation for a period of one (1) year from the date of
termination in those benefit programs in which he was enrolled at the time of
such termination. In consideration of
the receipt of any severance benefits provided for in the agreement, and as a
precondition to their receipt, Mr. Corbus agreed to execute a release in the
form attached to the employment agreement.
A complete copy of
the employment agreement is attached hereto as Exhibit 99.1 to this report, and
is incorporated herein by reference. The summary of the agreement described
above does not purport to be complete and is qualified in its entirety by
reference to such agreements.
On February 16,
2010, our Compensation Committee approved the following items related to the
compensation of our named executive officers:
·
Increases in the annual base salaries of our named executive officers,
retroactive to January 1, 2010, to the following amounts:
Mr. Littlefair$520,000; Mr. Wheeler$345,000,
Mr. Harger$335,000, Mr. Pratt$310,000 and Mr. Corbus $286,000.
Item
9.01.
Exhibits and Financial Statements
(d)
Exhibits
99.1
Employment Agreement dated February 17th, 2010 by and between
Clean Energy Fuels Corp. and Barclay Corbus.
SIGNATURES
Pursuant to the
requirements of the Securities Exchange Act of 1934, as amended, the registrant
has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: February 18, 2010
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Clean
Energy Fuels Corp.
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By:
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/s/ Richard R. Wheeler
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Name: Richard R.
Wheeler
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Title: Chief Financial
Officer
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2
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