EXHIBIT 10.3


 





 


March 3, 2010


 


Donald R. Peck


58 North Street


Lexington, Massachusetts 02420


 


Dear Don:


 


Satcon Technology Corporation (“Satcon” or the “Company”),
an employer at will, is pleased to confirm our offer of employment to you as
Chief Financial Officer & Treasurer reporting to the President and
Chief Executive Officer.


 


Compensation


 


Your starting base salary will be $300,000 per
annum payable in substantially equal bi-weekly installments of $11,540.00.


 


In addition, you are eligible for a fiscal year
based incentive cash bonus opportunity of up to 30% of your base salary for a
particular fiscal year pursuant to the terms of the Satcon 2010 Incentive Plan
for Management, a copy of which is attached hereto as Exhibit A.


 


We are also offering you two stock options, one
in the amount of 500,000 shares of our Common Stock that will be issued under
Satcon’s 2005 Incentive Compensation Plan (the “Plan”) and one that will be
issued outside of the Plan in the amount of 500,000 shares of our Common Stock (individually,
an “Option” and, collectively, the “Options”). 
Shares exercisable under the Options shall vest in accordance with the
following schedule: (i) one-quarter of the shares underlying each Option
shall vest on the first anniversary of your employment commencement date, and (ii) one-twelfth
of the shares underlying each Option shall vest on each quarterly anniversary
of your employment commencement date commencing with the fifth quarterly
anniversary of your employment commencement date (250,000 in the aggregate per
year).  Except as set forth below, any
unvested shares under the Options will expire on the last day of your
employment and each Option will expire at the earlier of ten years after the
date of grant, if you remain an active employee at that time, or 90 days after
you are no longer employed by Satcon hereunder (unless you are terminated for “Cause”
(as hereinafter defined) in which case it will expire immediately). If your
employment is terminated without Cause or is Constructively Terminated (as such
term is hereinafter defined) or you become subject to a Disability (as such
term is defined under the Plan) or die while you are employed by the Company
you or your Estate shall have 12 months after such termination without Cause,


 

















 


Constructive Termination, determination of
Disability or date of death to exercise the option.  If a Change in Control (as such term is
defined under SatCon’s amended 2005 Stock Incentive Plan (the “Plan”)) occurs,
all unvested shares under the Options will vest, and you will have the right to
exercise the Options at or prior to the closing of the Change in Control
transaction.  If you choose not to
exercise, your Options will be accorded the same treatment as options outstanding
under the Plan are accorded under the Change in Control transaction. The
Options will be subject to our obtaining the approval of our Board of
Directors (which will be obtained prior to your commencing employment) and any
necessary pre-issuance notice filing with NASDAQ with respect to the Option
being issued outside of the Plan.  We
will file a Registration Statement on Form S-8 following your employment
commencement date covering the Option being issued outside of the Plan and the
shares issuable thereunder.


 


The exercise price of the Options will be the
greater of (i) $1.66 per share or (ii) the closing bid price of a
share of Satcon Common Stock on the NASDAQ exchange on the date the option is
granted, which will be the date on which your employment with Satcon
commences.  Satcon will prepare and
provide you with a copy of the Options prior to your commencement of
employment.


 


Constructive Termination


 


For the purposes of this letter, “Constructive
Termination” shall be deemed to occur if: (a) there is any reduction of
your base compensation; or (b) the Company reduces or changes your
responsibilities such that you are no longer performing the duties customarily
performed by the Chief Financial Officer of SatCon (other than as a result of
your dying, being terminated for Cause or becoming Disabled); or (c) the
Company requires you to move your principal residence to a location that is
more than 35 miles from Boston, Massachusetts; and you provide the Company with
15 days notice of such reduction and the Company does not remedy such situation
within the thirty (30) day period immediately following such notice and you
then elect to terminate your employment relationship voluntarily.


 


Payments and Benefits Upon Termination of
Employment


 


Upon termination of your employment, the Company
shall pay you any compensation and benefits earned by you through the date of
termination of your employment (the “Termination Date”), including any earned
bonus that has not been paid as of the Termination Date.  Additionally, in the event that your
employment has been terminated by the Company without Cause (other than as a
result of your dying or becoming subject to a Disability) or your employment
has been Constructively Terminated, and conditioned upon your execution of a
written release reasonably acceptable to the Company and you (a “Release”) that
becomes binding upon you and the Company (to be drafted and provided by the
Company) of any and all claims, including without limitation any claims for
lost wages or benefits, the issuance of


 

















 


additional stock options, compensatory damages,
punitive damages, attorneys’ fees, equitable relief, or any other form of
damages or relief you may assert against the Company, you shall receive the
following benefits for the twelve (12) month period immediately following the
Termination Date: (i) continuation of your base salary (as of the
Termination Date), less all applicable taxes and withholdings, paid in
accordance with the Company’s normal payroll schedule and practices, and (ii) payment
by the Company of the share of the premiums for continuation of medical and
dental benefits under COBRA that are paid by the Company for active and
similarly-situated employees who receive the same type of coverage, assuming
you elect and are eligible for such coverage.


 


For purposes of this letter, “Cause” for
termination shall be deemed to exist upon (i) a good faith finding by the
Board of Directors of the Company (A) that you have repeatedly and
willfully failed to perform your reasonably assigned duties for the Company,
which failure is not cured within fifteen days after written notice to you of
such finding; (B) that you have engaged in fraud, gross negligence or the
deliberate and intentional violation of material rules or standards
applicable to you as a result of your employment at the Company (“Misconduct”),
which fraud, gross negligence or Misconduct has had or could have a material
adverse effect on the Company; or (C) that you have been enjoined or
otherwise prevented by court order (whether temporarily or permanently) from performing
your full duties as Chief Financial Officer of the Company; (ii) that you
have been convicted of, or pled guilty or nolo contendere to, any crime
involving moral turpitude or any felony; or (iii) a breach by you of any
material provision of this Agreement or any invention and non-disclosure
agreement with the Company, which breach is not cured within fifteen days after
written notice thereof to you.


 


Benefits


 


Beginning on your first day of employment, you
will be eligible to participate in our comprehensive medical insurance plan,
dental insurance, 401k savings plan, long term disability and life insurance
plans.  You are eligible for four (4) weeks
of paid vacation per year.  Vacation time
is accrued in equal monthly increments over the course of the year.  You will be entitled to be reimbursed for
your reasonable and necessary business expenses in accordance with our standard
policy regarding such reimbursements.


 


Other Agreements


 


You will be required to review and sign the
company’s standard non-disclosure and patent agreement prior to or on your
first day of work.  You will also be
required to agree to the terms of the Satcon insider trading policy and
procedures.  As you will be a Section 16
officer, you will be subject to the reporting requirements under Section 16
of the Securities Exchange Act of 1934.


 

















 


You also hereby represent and warrant to the
Company, as a material inducement to the Company’s entering into this
Employment Offer Letter, that you are not subject to any commitment or obligation,
contractual or at law, that restricts your ability to serve as Chief Financial
Officer of the Company or that could materially interfere with your full
performance of your duties as such.


 


You shall be entitled to indemnification from the Company as may be
provided in the Company’s Certificate of Incorporation and Bylaws to officers
and directors of the Company.  You shall
be included in any directors and officers liability insurance coverage provided
to the Company’s directors and executive officers generally from time to time.


 


Don, I trust that you will find the CFO &
Treasurer position offered both challenging and rewarding.  We all very much look forward to your
becoming a part of Satcon.


 


 


Sincerely,


 


	
  /s/
  Charles S. Rhoades

  	
   

  
	
   

  	
   

  
	
  Charles
  S. Rhoades, President and Chief Executive Officer

  	
   

  
	
  Satcon Technology Corporation

  	
   

  



 


 


AGREED TO AND ACCEPTED


 


 


	
  /s/
  Donald R. Peck

  	
   

  
	
  Donald R. Peck