ITEM 5.02 ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS, COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS
Acceleration of Vesting of Outstanding Restricted Stock and Stock Options
On April 22, 2009, the Board of Directors (“Board”) of Global Clean Energy Holdings, Inc. (the “Company”) approved accelerating the vesting of (i) certain “unvested” restricted shares of the Company’s common stock, no par value per share (“Common Stock”), and (ii) certain “unvested” options to acquire Common Stock, which remain outstanding under the Company’s employment agreements with Richard Palmer and Bruce Nelson, the Company’s Chief Executive Officer and Chief Financial Officer, respectively. The Board originally approved the issuance to Mr. Palmer of an aggregate of 3,915,018 restricted shares of Common Stock, and options to acquire up to 12,000,000 shares of Common Stock. The Board originally approved the issuance to Mr. Nelson of options to acquire up to 4,500,000 shares of Common Stock. The terms of such restricted shares and stock options were disclosed in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (“SEC”) on September 17, 2007, and the Company’s Current Report on Form 8-K filed with the SEC on April 8, 2008.
As of April 22, 2009, 652,503 shares of restricted Common Stock and incentive stock options to acquire up to 12,000,000 shares of Common Stock remained unvested pursuant to the terms of the Company’s employment agreement with Mr. Palmer. The Board approved accelerating the vesting of all restricted shares and stock options that remained unvested as of that date under Mr. Palmer’s employment agreement.
Similarly, as of April 22, 2009, options to acquire up to 3,500,000 shares of Common Stock remained unvested pursuant to the terms of the Company’s employment agreement with Mr. Nelson. The Board approved accelerating the vesting of all stock options that remained unvested as of that date under Mr. Nelson’s employment agreement.
Non-Employee Director Compensation Policy
On April 22, 2009, the Board adopted a compensation policy for non-employee directors (“Compensation Policy”), effective as of July 1, 2009. Pursuant to the Compensation Policy, non-employee directors will be entitled to receive the following benefits, among others, in consideration for their services as directors of the Company:
| · | Monthly cash payments of $2,000; |
| · | Annual grants of non-qualified stock options to purchase up to 500,000 shares of the Company’s common stock; |
| · | Participation in the Company’s stock option plans; and |
| · | Reimbursement of certain expenses incurred in connection with attendance of meetings of the Board and Board Committee. |
