UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~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) September 19, 2007~~ ___________________________________________________________________

Date of Report (Date of earliest event reported): January 6, 2009

ODYNE CORPORATION

(Exact Name of Registrant as Specified in Charter)

Delaware	~~333-130768~~	13333-~~4050047~~130768	13-4050047
(State or Other Jurisdiction	(Commission	(IRS Employer
(State or other jurisdiction		(Commission File Number)	(IRS Employer
of Incorporation)	File Number)	Identification No.)
of incorporation)			Identification No.)

89 Cabot Court, Suite L, Hauppauge, New York	11788
89 Cabot Court, Suite L		11788
(Address of Principal Executive Offices)	(Zip Code)
Hauppauge, New York		(Zip Code)
(Address of principal executive offices)

Registrant’'s telephone number, including area code: (631) 750-1010

(Former Name or Former Address, if Changed Since Last Report)

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:

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

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

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

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

~~Item~~CURRENT ~~5.02. Departure of~~REPORT ~~Directors~~ON orFORM ~~Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.~~8-K

~~(c),~~ODYNE (d) On September 19, 2007, Alan Tannenbaum became the Chief Executive Officer and a member of the Board of Directors of Odyne Corporation (the “Company”). Mr. Tannenbaum, age 39, had been a Managing Director of Lehman Brothers Inc., a leading investment banking firm, from 1998 to May 2006. At Lehman Brothers, he served as the Head of Institutional Equity Sales from 2002 to 2006, where he was responsible for sales production of more than $300 million and managed a team of 85 senior sales people in nine offices around the world, leading his group to a number one institutional sales ranking on Wall Street. Mr. Tannenbaum also served at Lehman Brothers as the Head of European Equity Capital Markets in London in 2001 and 2002, and Head of Telecom and Media Equity Capital Markets from 1998 to 2000. Immediately prior to joining the Company, Mr. Tannenbaum was an independent investor and consultant. Mr. Tannenbaum received a B.A. degree from the University of Michigan.CORPORATION

OnJanuary ~~September 19~~6, 2007, Alan Tannenbaum entered into an employment agreement with the Company, a copy of which is attached as Exhibit 10.1 hereto. The employment agreement has a term expiring one year after the initial closing of the Company’s pending financing transaction, and requires Mr. Tannenbaum to devote all of his time and attention during normal business hours to the business of the Company as the Company’s Chief Executive Officer. So long as he serves as the Chief Executive Officer, he will also be nominated as a director. The employment agreement provides that Mr. Tannenbaum will receive a base salary at the annual rate of $145,000, starting on January 1, 2008. In addition, Mr. Tannenbaum is entitled to (a) receive a cash bonus in an amount determined by the Compensation Committee of the Board of Directors based on the Company meeting or exceeding certain mutually agreed upon performance goals and (b) participate in the Company’s employee benefit plans.2009

~~Under Mr. Tannenbaum’s~~Item ~~employment agreement, the Company agreed to grant stock options to him to purchase an aggregate of 3,000,000 shares of the Company’s common stock~~8. Of such stock options, options to purchase 300,000 shares will have an exercise price equal to the closing market price of the common stock on the initial closing date of the pending financing transaction, options to purchase 2,400,000 shares will have an exercise price equal to the average closing market price of the common stock on the 30 consecutive trading days on and prior to the initial closing date of the pending financing transaction, and options to purchase 300,000 shares, which will be granted on January 2, 2008, will have an exercise price equal to the closing market price of the common stock on such date01. ~~Each stock~~Other option will vest in three equal installments on the second, third and fourth anniversaries of the grant date and expire ten years after it is granted. The Company has agreed to adopt a new incentive compensation plan or amend its existing plan to increase the number of available options that the Company may grant in order to satisfy its obligation to Mr. Tannenbaum.Events

~~The employment~~As ~~agreement~~we ~~provides~~previously for termination of Mr. Tannenbaum’s employment without any further obligation of the Company upon his death or disability or for cause. In the event that Mr. Tannenbaum’s employment is terminated without cause or for good reasondisclosed, ~~the~~in ~~Company is obligated to pay his salary for the~~October ~~remainder of the term. Termination for cause means termination as a result of (w) willful and material malfeasance~~2008, ~~dishonesty~~we orretained ~~habitual~~Matrix ~~drug or alcohol abuse related to or affecting the performance of his duties~~USA, ~~(x)~~LLC ~~continuing and intentional~~as ~~breach,~~our ~~non-performance~~financial oradvisor ~~non-observance of any of the terms or provisions of the employment agreement, but only after the failure~~ to ~~cure the breach~~explore ~~within ten days of receipt of notice from the Company, (y) conduct which~~strategic ~~the~~alternatives. Notwithstanding ~~Board~~our ~~determines~~advisors’ ~~could~~efforts ~~reasonably be expected~~ to ~~have~~find a ~~material adverse~~merger ~~effect~~partner ~~on the Company but only after the failure to cease such conduct within ten days of receipt of notice from the Company,~~ or ~~(z)~~purchaser ~~Mr. Tannenbaum’s conviction~~ of aour ~~felony~~assets, ~~any~~such ~~crime~~efforts ~~involving~~have ~~moral~~not ~~turpitude related to or~~been ~~affecting the performance of his duties or any act of fraud, embezzlement, theft or willful breach of fiduciary duty against the Company~~successful. ~~Good reason means (a) material breach of the Company's obligations under the employment agreement~~ Accordingly, ~~(b) any~~ ~~decrease~~we inannounced ~~salary~~today ~~during the term of employment~~that, orafter ~~(c) any material~~careful ~~reduction in Mr. Tannenbaum’s duties or authority. Finally~~consideration, ~~under~~we ~~the employment agreement, the parties~~ have ~~the~~determined ~~right~~ to ~~terminate~~wind-down the ~~agreement~~operations inof the ~~event~~company, ~~the~~terminate ~~Company~~substantially ~~does~~all ~~not~~of ~~raise~~our ~~at least $500~~employees,~~000~~ indiscontinue ~~gross~~our ~~proceeds~~operating ~~in the pending~~leases ~~financing~~and ~~transaction~~resolve byour ~~December~~outstanding ~~31, 2007~~liabilities.

~~The employment~~Item ~~agreement contains covenants (a) restricting Mr~~9.01. ~~Tannenbaum~~Financial ~~from engaging~~Statements ~~in any activity competitive with the business of the Company during the term of the employment agreement~~ and in the event of termination for cause or without good reason, for a period of one year thereafter, (b) prohibiting him from disclosing confidential information regarding the Company, and (c) soliciting employees, customers and prospective customers of the Company during the term of the employment agreement and for a period of one year thereafter.Exhibits

The foregoing summary is qualified in its entirety by reference to the full text of the employment agreement, attached as Exhibit 10.1, which is incorporated herein in its entirety.

Mr. Tannenbaum has not engaged in a related party transaction with the Company during the last two years.

Item 9.01. Financial Statements and Exhibits.

(d)

Exhibits.

~~Exhibit No~~99.1 ~~Description~~Press Release of Odyne Corporation issued January 6, 2009

10.1 Employment Agreement, dated as of September 19, 2007, between Odyne Corporation and Alan Tannenbaum.

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.

	ODYNE CORPORATION
Date: September 19, 2007	By:	/s/ Joshua A. Hauser
Date: January 6, 2009	By:	/s/ Alan Tannenbaum
		Joshua A. Hauser
		Alan Tannenbaum
		President and Chief Operating Officer
		Chief Executive Officer

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