February 19, 2013
EXHIBIT 99.2
February 19, 2013
Xxxxxxx X. Xxxxxxx
CEO, Chairman, Board of Directors
Dear Xx. Xxxxxxx,
In exchange for the Board of Director’s action to re-price the options listed in the Incentive Compensation Plan for President in my employment agreement dated April, 2, 2012, as listed below, I am executing this letter to confer to you and only you, all voting rights for any shares of HPEV, Inc. (the “Company”) that I own personally, or through any entity controlled by me, and the shares underlying any options that I own in the Company for the purposes of voting on any shareholder issues.
The Incentive Compensation Plan for President for me, Xx. Xxxxxxx shall, be amended only that Xx. Xxxxxxx will be eligible to receive up to five options to purchase one million shares each at certain stock price milestones achieved while Xx. Xxxxxxx serves the Company as President and one year following a termination of Xx. Xxxxxxx without cause. The milestone stock prices shall be as follows: $2.00, $3.00, $4.00, $4.50 and $5.00 for 20 consecutive trading days each. These milestone stock prices have been changed from: $2.00, $3.00, $5.00, $7.50 and $10.00.
I do hereby confer all my voting rights to Xxxxxxx X. Xxxxxxx as of the date of this document. Should Xx. Xxxxxxx leave the Company for any reason, the voting rights of said shares and/or options shall revert to me.
I reserve the right to liquidate and/or execute any shares or options that I own at any time that is legal or provided for in my employment agreement. Further, should I intend to liquidate shares or execute options, I will provide you with at least 48 hours’ notice.
Sincerely,
Xxxxxxxx Xxxxxxx
President