Form 8-K UQM TECHNOLOGIES INC For: Jun 27

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington,  D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): June 27, 2016

UQM Technologies, Inc.
(Exact name of registrant as specified in its charter)

4120 Specialty Place
Longmont, Colorado 80504
(Address of principal executive offices, including zip code)

(303) 682-4900
(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[  ]Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a‑12)

[  ]Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[  ]Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

On June 27, 2016, UQM Technologies, Inc. (the “Company”) and Adrian P. Schaffer, the Company’s Vice President of Sales and Business Development (“Schaffer”), signed an amendment (the “Second Amendment”) to the Employment Agreement, dated July 20, 2015 between the Company and Schaffer, as amended by the First Amendment dated as of January 5, 2016.  When working in Colorado, Schaffer uses an apartment furnished by the Company and his taxable compensation reflects the benefit of such use.  Pursuant to the terms of the Second Amendment, the Company agreed to gross up Schaffer’s salary to account for the federal and state taxes imposed in connection with his use of the Company’s apartment.

A copy of the Second Amendment is attached hereto as Exhibit 10.1.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

EXHIBIT INDEX

Exhibit No.Description of Exhibit

10.1Second Amendment to the Employment Agreement between UQM and Adrian Schaffer, dated June 27, 2016

Exhibit 10.1

The SECOND AMENDMENT TO THE UQM TECHNOLOGIES, INC.
EMPLOYMENT AGREEMENT

THIS SECOND AMENDMENT TO THE AGREEMENT (the “Amendment”) dated as of June 27, 2016, is between UQM Technologies, Inc., a Colorado corporation (“Employer”), and Adrian P. Schaffer (“Executive”).

Recitals

A.Executive and Employer are currently parties to an Employment Agreement, dated July 20, 2015, as amended by agreement dated January 5, 2016 (the “Agreement”).

B.Employer and Executive wish to modify the terms of the Agreement as provided herein.

Agreement

In consideration of the mutual promises, covenants and conditions hereinafter set forth, Employer and Executive agree as follows:

d.Additional Benefits.  Executive shall receive usual and customary additional benefits in accordance with Employer's policies and practices for employees generally (including, without limitation, participation in any stock option plans, stock purchase plans, life and disability insurance plans, health care and hospitalization plans, medical and dental reimbursement plans, profit sharing plans, retirement plans and other employee benefit plans) for which Executive is qualified. Employer shall reimburse Executive for one medical exam every year. In addition to the foregoing, Executive shall receive an automobile allowance of $810 per month for the use of an automobile for combined business and personal use.  In addition, effective January 1, 2016, and for the remainder of the term of this Agreement, Employer shall be entitled to use an apartment provided by and paid for by the Company (the “Housing Benefit”).  Further, to the extent provision of the Housing Benefit results in taxable income to Executive (without any offsetting deduction), Employer shall pay to Executive an additional amount (the “Housing Gross-Up”) such that the net after-tax proceeds to Executive of the Housing Benefit and the Housing Gross-Up (at his then-current combined state and federal marginal income tax rates, taking into account the deductibility of state and local income taxes for federal income tax purposes) is equal to Executive’s reimbursable Housing Benefit.

All other terms of the Agreement not modified herein shall remain in full force and effect. 

IN WITNESS WHEREOF, the parties have executed this Amendment the day and year first above written.

EXECUTIVE:

/s/ADRIAN P. SCHAFFER

Adrian P. Schaffer

EMPLOYER:

UQM TECHNOLOGIES, INC.

By:/s/JOSEPH R. MITCHELL

    Joseph R. Mitchell

    President and  CEO