Appointment of Principal Financial Officer and Treasurer

On July 9, 2020, effective as of June 5, 2020, the board of directors of Tecogen Inc. (\”Company\”)>appointed Mr. Benjamin M. Locke as Principal Financial Officer and Treasurer of the Company in addition to his role as Chief Executive Officer and a director of the Company.

Executive Officer Stock Option Grants

On July 9, 2020, the compensation committee of the board of directors:

The option grants to Messrs. Locke, Panora, and Whiting described above vest and become exercisable as to 50% of the options upon achievement of two consecutive quarters of a positive Adjusted EBITDA goal, and as to 50% of the options upon the achievement of four consecutive quarters of a positive Adjusted EBITDA goal.

Executive Officer Target Bonus Plan

On July 9, 2020, the compensation committee recommended to the board of directors that it approve a target bonus of up to $50,000 for Mr. Locke if both corporate and individual performance goals are achieved, and approved target bonuses of up to $35,000 for each of Messrs, Panora and Whiting if both corporate and individual goals are achieved. The recommended bonus for Mr. Locke was approved by the board of directors as of July 15, 2020. In each case, the corporate performance goal for vesting of the first 50% of options consists of achieving one quarter of a positive Adjusted EBITDA goal, and the corporate performance goal for vesting of the second 50% of the options consists of achieving a positive Adjusted EBITDA goal in the following quarter.

Adoption of Change in Control Severance Benefit Plan

On July 9, 2020, the compensation committee of the board of directors of the Company adopted the Tecogen Inc. Change in Control Severance Benefit Plan (\”Plan\”). The Plan provides for up to 12 months of severance benefits for certain key management employees of the Company who are selected as plan participants by the plan administrator and who have executed a Change in Control Severance Benefit Plan Participation Notice.

Under the Plan, upon the occurrence of certain termination events following a change in control of the Company, executive participants would receive cash severance payments equal to 12 months’ salary and bonus payments, continuation of certain health benefits, the acceleration of bonus awards, and immediate vesting of outstanding unvested options (including performance options)>to acquire common stock of the Company. The severance payments are required to paid in a single lump sum. The Plan has a term of three years and will automatically extend for successive additional one-year terms unless the Company provides written notice at least six months in advance of a then current term.

An executive will be entitled to severance under the Plan only if there has been a “Change in Control” of the Company and the termination of employment or service occurs during the period that is three months prior to and 18 months following a

change in control of the Company. Also, a participant\’s employment with the Company must be terminated by a participant for “Good Reason” or be an “Involuntary Termination Without Cause” by the Company, as those terms are defined in the Plan. In order to be eligible to receive severance benefits under the Plan, an executive must comply with the terms of the Plan, including the release and non-revocation of claims in favor of the Company and certain confidentiality, non-compete, non-solicitation, and non-disparagement covenants during and following termination of employment. The Plan will be administered by the compensation committee of the board of directors (or by the full board of directors or such other committee as the board may designate).

The foregoing is qualified in its entirety by reference to the Tecogen Inc. Change in Control Severance Benefit Plan attached hereto as Exhibit 10.01.

On July 9, 2020, Robert A. Panora, President and Chief Operating Officer of the Company, and John K. Whiting, IV, General Counsel and Secretary of the Company, were each designated as participants in the Plan, and on July 20, effective as of July 15, 2020, Mr. Locke was identified as a participant in the plan. Messrs. Locke, Panora, and Whiting would be entitled to 12 months of severance benefits under the conditions set forth in the Plan.

Section 8 – Other Matters

Item 8.01 – Other Matters

Director Stock Option Grants

On July 9, 2020, to the Company’s 2006 Stock Incentive Plan, the compensation committee of the board of directors approved grants to each of the independent directors of the Company of non-statutory stock options granting to each the right to acquire up to 100,000 shares of the Company\’s common stock at an exercise price of $0.71 per share, vesting in equal annual installments on the first, second, third, and fourth anniversaries of the date of the grant.

Section 9 – Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

TECOGEN INC. Exhibit
EX-99.01 2 cicplan.htm EXHIBIT 99.01 Exhibit Tecogen Inc. Change in Control Severance Benefit Plan1.    Introduction. The Tecogen Change in Control Executive Severance Benefit Plan (the “Plan”) is hereby established effective as of July 9,…
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About TECOGEN INC. (NASDAQ:TGEN)

Tecogen Inc. designs, manufactures, sells and maintains cogeneration products, including combined heat and power (CHP), air conditioning systems and water heaters for residential, commercial, recreational and industrial use. The Company is engaged in the business of manufacturing and supporting CHP products based on engines fueled by natural gas. The Company manufactures over three types of CHP products, such as cogeneration units that supply electricity and hot water, chillers that provide air-conditioning and hot water, and water heaters. Its commercial product line includes the InVerde, InVerde e+ and TECOGEN cogeneration units; TECOCHILL chillers; Ilios high-efficiency water heaters, and Ultera emissions control technology. Its customers include hospitals and nursing homes, hotels and motels, office and retail buildings, and military installations. Its cogeneration systems and chillers use the engine, the TecoDrive 7400 model.