BATT SANDRA 4

4 · HYDROGEN ENGINE CENTER, INC. · Filed Oct 13, 2006

Form 4

Period: 2006-10-11

Chief Financial Officer

Transactions

Award
Option (right to buy)
2006-09-20+30,000→ 90,000 total
Exercise: $4.40Exp: 2016-09-20→ Common Stock (30,000 underlying)
Disposition to Issuer
Option (right to buy)
2006-09-29−90,000→ 0 total
→ Common Stock (90,000 underlying)
Purchase
Common Stock
2006-10-11$3.25/sh+19,708$64,051→ 30,770 total
Award
Option (right to buy)
2006-09-29+90,000→ 90,000 total
Exercise: $3.50Exp: 2016-09-28→ Common Stock (90,000 underlying)

Footnotes (4)

[F1]Additional shares were issued on this date to adjust the per-share price for shares earlier purchased in a private placement. The adjustment was made for all purchasers in the private placement.
[F2]These Options were awarded under the company's Incentive Compensation Plan for services as an employee. The options become exercisable as to 20% immediately and 20% per year thereafter until fully vested.
[F3]Options as to 60,000 shares (exercisable at $5.875) were to expire on December 14, 2016. Options as to 30,000 shares (exercisable at $0.40 per share) were to expire on September 19, 2010. All of these options have been cancelled.
[F4]Out-of-the-money options for all directors and employees were cancelled and replaced by options with the same vesting schedule with an exercise price equal to the closing price on the date of grant.

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