Exhibit 10.26
O.P.T.
Ocean
Power Technologies, Inc.
1590 Reed Road
Pennington, NJ 08534 USA
609-730-0400, Fax: 609 730-0404
December 21, 2007
Mr. Herbert T. Nock
Dear
Herb:
Ocean
Power Technologies, Inc. (“OPT” or the
“Company”) hereby offers to you the position of Vice
President, Business Development and Marketing of Ocean Power
Technologies, Inc., reporting to me. As such, you will be an
Executive Officer of the Company, and your duties and
responsibilities will be those duties and responsibilities
consistent with your position as may from time to time be assigned
by me, including your focus on the Company’s business
development, sales and marketing activities.
OPT may
add to or alter your position and responsibilities as deemed
appropriate in the future. The following responsibilities are part
of your duties: (a) devote attention, labor, skill and energy
to the business of OPT and diligently, and to the best of your
ability, perform all duties incident to your employment as
described in this letter, and (b) use your best efforts to
promote the interests, goodwill and welfare of OPT.
Compensation for your services, subject to the terms of this
letter, shall be a salary of $17,500.00 per monthly pay period (the
“Base Salary”), which is equivalent to $210,000.00 on
an annual basis, for as long as you are employed or until a change
is made by OPT to your Base Salary. In addition to this Base
Salary, you will be eligible to receive a bonus of up to 40% of
your Base Salary. To be eligible to receive the bonus, you must be
employed by the Company as of the day that the Company pays the
bonus. You shall be expected to work during OPT’s normal
operating hours, as well as any additional hours needed in order to
complete your assigned tasks. Payments to you shall be less all
amounts required to be withheld by Federal, State and all
applicable income tax laws, regulations and rulings. You will
receive reviews of your job performance in accordance with
OPT’s policies. Adjustments to your compensation, as well
consideration for bonus and stock option awards, if any, will be
considered on an annual basis. In addition, subject to approval by
the Board of Directors, subsequent to the commencement of your
employment with the Company you will be granted options to purchase
25,000 shares of the common stock of OPT(the “Option
Grant”) under and subject to the terms of the Company’s
2006 Stock Incentive Plan (the “2006 Plan”) and the
Company’s standard option agreement. Of the option grant,
10,000 shares will be immediately vested at the time of the grant,
and 15,000 shares will be vested over five years, i.e. 3,000 shares
vested at each anniversary of the date of grant, assuming you
remain employed by the Company on such dates. The term of these
options will be for a period of ten (10) years from the date
of grant, in accord with the Company’s standard form of stock
option agreement. If OPT terminates your employment without
“Cause” (as defined below) or if you terminate your
employment for “Good Reason” (as defined below), all
the unvested portions of the 15,000 share grant shall vest
immediately upon such termination and shall thereafter expire in
accordance with the Option Grant and the terms of the 2006 Plan.
Except as otherwise set forth herein, options granted to you shall
cease to vest on the actual date of termination for any
reason.
Your
position with the Company requires you to relocate to New Jersey.
In recognition of such relocation, the Company will, during 2008,
reimburse you for up to (i) $45,000 for costs incurred by you in
2008 in purchasing a house in New Jersey, selling your house in
Connecticut, and moving from Connecticut to New Jersey; and (ii)
$6,600 for costs incurred by you in 2008 in temporarily residing in
New Jersey. All reimbursement requests must be supported by
documentation evidencing the costs incurred by you. If you resign
without Good Reason or the Company terminates your employment for
Cause:
(a) prior
to the one-year anniversary of your start date, you shall repay to
the Company any amount received by you pursuant to
(i) above;
(b) after
the one-year anniversary of your start date but before the two-year
anniversary of your start date, you shall repay to the Company
two-thirds (2/3) of any amount received by you pursuant to
(i) above;
(c) after
the two-year anniversary of your start date but prior to the
three-year anniversary of your start date, you shall repay to the
Company one-third (1/3) of any amount received by you pursuant to
(i) above;
(d) following the three-year anniversary of your start date,
you shall not be required to repay to the Company any amount
received by you pursuant to (i) above.
In
addition to the compensation stated in this offer, during your
employment you will be entitled to participate in all employee
benefit plans and programs now or in the future maintained by OPT
and offered to all employees of the Company, as well as those
offered to key employees of the Company, so long as you meet any
applicable eligibility requirements. You also will receive vacation
time to be accrued and administered in accordance with OPT’s
policies, of four weeks’ annual paid vacation. In
addition
