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AMBT > SEC Filings for AMBT > Form 8-K on 28-Jun-2013All Recent SEC Filings

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Form 8-K for AMBIENT CORP /NY


28-Jun-2013

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.

On June 26, 2013, Ramdas Rao, the Chief Technology Officer and Senior Vice President of Ambient Corporation (the "Company") resigned from all positions with the Company. Mr. Rao's resignation is to become effective on July 1, 2013.

In connection with Mr. Rao's resignation from the Company, on June 26, 2013 the Company and Mr. Rao entered into a Separation Agreement and Full Release of Claims (the "Separation Agreement") that provides for (i) a severance payment equivalent to 6 months base salary, payable in accordance with the Company's regular payroll practice, and (ii) continued vesting through December 31, 2013 of stock options previously granted under Company plans, provided, that, if there is a change in control by December 31, 2013, then all unvested options are to vest as provided in the plans. All of Mr. Rao's vested stock options will, unless exercised, expire on June 30, 2014. In consideration of the payments and benefits provided to him under the Separation Agreement, Mr.Rao has agreed to make himself available through December 31, 2013 for up to twenty (20) hours per month, as needed or requested by management, to remain a resource for existing managers and employees and to undertake certain other specified tasks.

The Separation Agreement will not become effective or enforceable until expiration of a seven-day revocation period from the date Mr. Rao signed the agreement. If revoked by Mr. Rao, he will not be entitled to the severance benefits described above. Pursuant to the Separation Agreement, each of Mr. Rao and the Company provided to the other a general release from all claims that either party may have against the other. Mr. Rao will also remain subject to certain confidentiality provisions.

Following Mr. Rao's resignation, on June 26, 2013, Mr. David Masters was appointed Chief Technology Officer at the Company following a 30 year career at Duke Energy.



ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits

99.1 Press Release of Ambient Corporation dated June 26, 2013.


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