Item 5.02. Departure of Directors or Certain Officers, Appointment of
Certain Officers, Compensatory Arrangements of Certain
On August 26, 2014
, Solar3D, Inc.
, a Delaware
"Company"), entered into an amendment (the "Amendment") to its Restricted Stock
Grant Agreement (the "RSGA") with its Chief Executive Officer, James B. Nelson
originally dated September 23, 2013
and amended on May 1, 2014
, having the
effect of reverting back to the original schedule for issuing shares earned by
and vested under the Agreement to within five (5) business days after
the last day of the month during which the restricted shares vest.
The Company proposed to Mr. Nelson
that the RSGA revert back to the
original schedule for issuing shares earned by Mr. Nelson
under the RSGA based
on its determination that under the original RSGA the Company would recognize
the compensation expense in 2014 rather than in 2015. The Company believes that
this expense will be less under the original RSGA than under the first amendment
to the RSGA because the Company believes its stock price will be higher in 2015
than in 2014. There is no assurance regarding the Company's share price at any
time. Mr. Nelson
agreed to revert back to the original terms of his RSGA even
though he will personally recognize income in 2014 rather than in 2015.
A copy of the Amendment to the Restricted Stock Grant Agreement is
attached to this Report as Exhibit 10.1.