Unassociated Document
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): June 17,
2010
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FAR
EAST WIND POWER CORP.
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(Exact
Name of Registrant as Specified in its Charter)
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Nevada
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333-153472
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27-0999493
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(State
or Other
Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification
No.)
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11811
North Tatum Blvd., Suite 3031
Phoenix,
Arizona 85028
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(Address
of Principal Executive Office) (Zip
Code)
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Registrant's
telephone number, including area code: (602)
953-7757
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):
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Section
1 - Registrant’s Business and Operations
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Item
1.01.
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Entry
into a Material Definitive
Agreement.
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On June
17, 2010, Far East Wind Power Corp. (the “Company”) entered
into a Restricted Stock Award Agreement with Marcus G. Laun, one of the
Company’s directors, whereby the Company granted Mr. Laun 1,000,000 shares of
the Company’s common stock in consideration for services rendered by Mr. Laun to
the Company (the “Laun
Agreement”). The Laun Agreement provides that Mr.
Laun’s right to unrestricted ownership in the restricted stock will vest at such
time as (i) the Company has completed one or more equity or debt financings
after the date of the Laun Agreement yielding aggregate gross proceeds to the
Company of at least USD $50,000,000 and (ii) the Company’s average daily trading
share volume over any preceding consecutive thirty (30) day period is at least
100,000 shares, as reported by NASDAQ. According to the Laun
Agreement, if the restricted stock granted to Mr. Laun has not vested in
accordance with the Laun Agreement at such time as Mr. Laun is no longer serving
as either an employee of, a non-employee director or, or active consultant
providing services to the Company or any of its subsidiaries, the restricted
stock will immediately be forfeited and all of Mr. Laun’s rights to the
restricted stock will terminate.
On June
17, 2010, the Company entered into a Restricted Stock Award Agreement with Xu
Ping, one of the Company’s directors and Chairman of the Board of Directors,
whereby the Company granted Mr. Xu 300,000 shares of the Company’s common stock
in consideration for services rendered by Mr. Xu to the Company (the “Xu
Agreement”). The Xu Agreement provides that Mr. Xu’s right to
unrestricted ownership in the restricted stock will vest with respect to 25,000
shares of restricted stock upon each monthly anniversary of the date of grant,
until all of such restricted stock has vested on the date twelve (12) months
from the date of grant. According to the Xu Agreement, in the event
Mr. Xu will no longer be serving as either an employee of, a non-employee
director of, or active consultant providing services to the Company or any of
its subsidiaries, to the extent any of the restricted stock has not vested in
accordance with the Xu Agreement, such unvested restricted stock will
immediately be forfeited and all of Mr. Xu’s rights to such restricted stock
will terminate without further obligation on the part of the
Company.
On June
17, 2010, the Company entered into a Restricted Stock Award Agreement with Han
Xiaoping, one of the Company’s directors and President and Chief Executive
Officer, whereby the Company granted Mr. Han 150,000 shares of the Company’s
common stock in consideration for services rendered by Mr. Han to the Company
(the “Han
Agreement”). The Han Agreement provides that Mr. Han’s right
to unrestricted ownership in the restricted stock will vest with respect to
12,500 shares of restricted stock upon each monthly anniversary of the date of
grant, until all of such restricted stock has vested on the date twelve (12)
months from the date of grant. According to the Han Agreement, in the
event Mr. Han will no longer be serving as either an employee of, a non-employee
director of, or active consultant providing services to the Company or any of
its subsidiaries, to the extent any of the restricted stock has not vested in
accordance with the Han Agreement, such unvested restricted stock will
immediately be forfeited and all of Mr. Han’s rights to such restricted stock
will terminate without further obligation on the part of the
Company.
The form
of the Restricted Stock Award Agreement entered into by the Company and each of,
Marcus Laun, Xu Ping and Han Xiaoping is attached to this report as Exhibit
10.1, and the terms and conditions are incorporated herein. The foregoing
statements are not intended to be a complete description of all terms and
conditions.
Section
5 - Corporate Governance and Management
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Item
5.02.
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
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Please
see the descriptions of the Xu Agreement and the Han Agreement in Item 1.01
above which are incorporated herein by reference.
Section
9 - Financial Statements and Exhibits
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Item
9.01
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Financial
Statements and Exhibits.
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Exhibit
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No.
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Description
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10.1
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Form
of Restricted Stock Award Agreement dated June 17, 2010, made by and
between the Company and each of Marcus G. Laun, Xu Ping and Han
Xiaoping
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Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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Date: June
17, 2010
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FAR
EAST WIND POWER CORP.
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By:
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\s\ John J. Lennon
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John
J. Lennon
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Chief
Financial Officer
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