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: February 10, 2017 (Date of earliest event reported)
U.S. GEOTHERMAL INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
001-34023
84-1472231
(State of Incorporation)
(Commission File Number)
(I.R.S. Employer Identification)
390 E Parkcenter Blvd, Ste 250, Boise, Idaho 83706
(Address of principal executive offices) (Zip Code)
208-424-1027
(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 (see General Instruction A.2. below):
[  ] 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Zurkoff Employment Agreement
On February 10, 2016, U.S. Geothermal Inc. (the “Company”) entered into Amendment No. 5 to Employment Agreement (the “Amendment”) with Jonathan Zurkoff, the Company’s Executive Vice President, Finance. The Amendment amends Mr. Zurkoff’s employment agreement with the Company, originally effective December 31, 2010, as amended (the “Agreement”).
The Amendment extends the term of the Agreement until March 31, 2018.
A more detailed description of the employment agreement with Mr. Zurkoff was contained in the Form 8-K filed on May 5, 2015.
The foregoing description of the Agreement, as amended, is not complete and is qualified in its entirety by reference to the full text of the Agreement and amendments thereto, which are incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number
Description
10.1
Employment Agreement effective December 31, 2010 between U.S. Geothermal Inc. and Jonathan Zurkoff, as amended effective March 31, 2013 (Incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed on July 26, 2013)
10.2
Amendment to Employment Agreement between U.S. Geothermal Inc. and Jonathan Zurkoff, as amended, effective April 1, 2014 (Incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on April 11, 2014)
10.3
Amendment to Employment Agreement between U.S. Geothermal Inc. and Jonathan Zurkoff, as amended, effective April 1, 2015 (Incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on May 5, 2015)
10.4
Amendment to Employment Agreement between U.S. Geothermal Inc. and Jonathan Zurkoff, as amended, effective February 3, 2016 (Incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on May 5, 2015)
10.5
Amendment to Employment Agreement between U.S. Geothermal Inc. and Jonathan Zurkoff, as amended, effective February 10, 2017

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.
Dated: February 10, 2017
U.S. Geothermal Inc.
 
 
 
By:
/s/ Kerry D. Hawkley
 
 
Kerry D. Hawkley
 
 
Chief Financial Officer and Secretary

EXHIBIT INDEX
Exhibit
Number
Description
10.1
Employment Agreement effective December 31, 2010 between U.S. Geothermal Inc. and Jonathan Zurkoff, as amended effective March 31, 2013 (Incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed on July 26, 2013)
10.2
Amendment to Employment Agreement between U.S. Geothermal Inc. and Jonathan Zurkoff, as amended, effective April 1, 2014 (Incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on April 11, 2014)
10.3
Amendment to Employment Agreement between U.S. Geothermal Inc. and Jonathan Zurkoff, as amended, effective April 1, 2015 (Incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on May 5, 2015)
10.4
Amendment to Employment Agreement between U.S. Geothermal Inc. and Jonathan Zurkoff, as amended, effective February 3, 2016 (Incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on May 5, 2015)
10.5
Amendment to Employment Agreement between U.S. Geothermal Inc. and Jonathan Zurkoff, as amended, effective February 10, 2017

EXHIBIT 10.5
 

AMENDMENT NO. 5
TO
EMPLOYMENT AGREEMENT


THIS AMENDMENT NO. 5 TO THE EMPLOYMENT AGREEMENT (the “Amendment”) is effective as of February 10, 2017 (the “Effective Date”), by and between U.S. Geothermal Inc., a Delaware corporation (the “Company”), and Jonathan Zurkoff (“Employee”).
 
RECITALS

WHEREAS, the Company and Employee entered into an Employment Agreement with a term from December 31, 2010 until March 31, 2013 (the “Agreement”).

WHEREAS, the Company and Employee entered into a series of amendments to the Agreement, each providing for a one-year extension of the Agreement in addition to other amendments to the Agreement.

WHEREAS, the Agreement, as previously amended, is in effect until March 31, 2017.

WHEREAS, the Company and Employee desire to amend and extend the Agreement on the terms and conditions set forth below.

NOW, THEREFORE, in consideration of the mutual covenants contained in the Agreement and this Amendment, the parties hereby agree as follows:

1.   Term .  The term of the Agreement as set forth in Section 2 of the Agreement, is hereby extended and will remain in full force and effect until March 31, 2018.
2.   Savings Clause .  Except as modified by this Amendment, the Agreement, as previously amended, shall remain in full force and effect, and is hereby ratified and confirmed in all respects.
[signature page follows]
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IN WITNESS WHEREOF, the undersigned have executed this Amendment on February 10, 2017.

U.S. Geothermal Inc.
a Delaware corporation


By: /s/ Kerry D. Hawkley                
Name: Kerry D. Hawkley
Title: CFO


SIGNED by the Employee in the presence of:


 /s/ Dennis J. Gilles
Witness
/s/ Jonathan Zurkoff
Jonathan Zurkoff

 

Dennis J. Gilles
__________________________
Printed Name of Witness
 
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