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ARTX > SEC Filings for ARTX > Form 8-K on 20-Apr-2009All Recent SEC Filings

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Form 8-K for AROTECH CORP


20-Apr-2009

Change in Directors or Principal Officers, Financial Statements and Exhibits


Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(a) On April 19, 2009, Arotech Corporation (the "Registrant") agreed with its Chairman and Chief Executive Officer, Mr. Robert S. Ehrlich, to modify Mr. Ehrlich's Amended and Restated Employment Agreement. Under the terms of Mr. Ehrlich's employment agreement, the Registrant was obligated to pre-fund Mr. Ehrlich's severance agreement into a trust, in cash. The Registrant is not currently in compliance with this obligation. By agreement with Mr. Ehrlich, the Registrant will fund $240,000 of Mr. Ehrlich's severance package in shares of the Registrant's stock rather than in cash, to be held in a trust until such time as Mr. Ehrlich shall be entitled to payment of his severance package pursuant to the terms of his employment agreement.

Based on the closing price of the Registrant's stock ($0.73) on the Nasdaq Stock Market on April 17, 2009 (the date on which the Registrant's Board of Directors and Mr. Ehrlich agreed to this arrangement), it was agreed that a total of 328,767 shares would be issued and given over to the trust, to remain there until such time as Mr. Ehrlich shall be entitled to his severance package pursuant to the terms of his employment agreement. The economic risk of gain or loss on these shares is to be borne by Mr. Ehrlich. Should Mr. Ehrlich leave the Registrant's employ under circumstances in which he is not entitled to his severance package (primarily, termination for Cause as defined in his employment agreement), these shares would be returned to the Registrant for cancelation.

The foregoing description is modified in its entirety by reference to the terms of the letter agreement dated April 19, 2009 between Mr. Ehrlich and the Registrant, a copy of which is filed as Exhibit 10.1 hereto.

(b) On April 19, 2009, Arotech Corporation (the "Registrant") agreed with its President and Chief Operating Officer, Mr. Steven Esses, to modify Mr. Esses's Amended and Restated Employment Agreement. Under the terms of Mr. Esses's employment agreement, the Registrant was obligated to pre-fund Mr. Esses's severance agreement into a trust, in cash. The Registrant is not currently in compliance with this obligation. By agreement with Mr. Esses, the Registrant will fund $200,000 of Mr. Esses's severance package in shares of the Registrant's stock rather than in cash, to be held in a trust until such time as Mr. Esses shall be entitled to payment of his severance package pursuant to the terms of his employment agreement.

Based on the closing price of the Registrant's stock ($0.73) on the Nasdaq Stock Market on April 17, 2009 (the date on which the Registrant's Board of Directors and Mr. Esses agreed to this arrangement), it was agreed that a total of 273,973 shares would be issued and given over to the trust, to remain there until such time as Mr. Esses shall be entitled to his severance package pursuant to the terms of his employment agreement. The economic risk of gain or loss on these shares is to be borne by Mr. Esses. Should Mr. Esses leave the Registrant's employ under circumstances in which he is not entitled to his severance package (primarily, termination for Cause as defined in his employment agreement), these shares would be returned to the Registrant for cancelation.


The foregoing description is modified in its entirety by reference to the terms of the letter agreement dated April 19, 2009 between Mr. Esses and the Registrant, a copy of which is filed as Exhibit 10.2 hereto.



Item 9.01 Financial Statements and Exhibits.

As described above, the following Exhibits are furnished as part of this Current Report on Form 8-K:

 Exhibit
  Number                                Description
   10.1    Amendment letter dated April 19, 2009 between the Registrant,
           Electric Fuel Ltd. and Robert S. Ehrlich
   10.2    Amendment letter dated April 19, 2009 between the Registrant,
           Electric Fuel Ltd. and Steven Esses

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