XsunX Releases 8K
Date: 11/17/2007

 Form 8-K for XSUNX INC

14-Nov-2007

Entry into a Material Definitive Agreement, Change in Directors or Principal Officers


Item 1.01 Entry into a Material Definitive Agreement

On November 12, 2007 the Company authorized an option grant to Mr. Oz Fundingsland in recognition of his acceptance to serve as a member of the XsunX Board of Directors. The option provides for the grant of 500,000 options with an exercise price per share of $0.36 for Director services to be rendered commencing November 12, 2007. The vesting schedule is described below:

The vesting schedule for Mr. Fundingsland is:

The Option shall become exercisable in the following amounts upon the delivery and/or achievement by Optionee of the following milestones:

(a)                   Beginning  November  12,  2007 the  Option  shall vest and                      become  exercisable  at the rate of 62,500 Shares upon the                      anniversary of each calendar quarter of continuous service                      as a Director,  or prorated portion thereof,  for services                      rendered as a member of the Company  Board of Directors up                      to a total of 500,000 shares.

Also, on November 12, 2007 the Company entered into an agreement amending the terms of a stock option grant dated October 23, 2007 between the Company and Mr. Thomas Anderson, a member of the XsunX Board of Directors. The amendment provided for an increase of 250,000 options to the pool of options available within the vesting provisions of the grant. All other provision of the stock option grant remained the same. The vesting schedule was amended as follows:

(b) Beginning October 1, 2007 the Option shall vest and become exercisable at the rate of 62,500 Shares upon the anniversary of each calendar quarter of continuous service as a Director, or prorated portion thereof, for services rendered as a member of the Company Board of Directors up to a total of 500,000 shares.



Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers

On November 12, 2007, the Company announced the appointment of Mr. Oz Fundingsland as Director, effective November 12, 2007. A copy of the related press release is attached to this Current Report on Form 8-K as Exhibit 99.1.

Mr. Fundingsland brings over forty years of sales, marketing, executive business management, finance, and corporate governance experience to XsunX. His professional and business experience principally originated with his tenure, commencing in 1964, at Applied Magnetics Corp., a disk drive and data storage company. Prior to his retirement from Applied Magnetics in 1994, Mr. Fundingsland served as an Executive Officer and Vice President of Sales and Marketing for 11 years directing sales growth from $50 million to over $550 million. Commencing in 1993 through 2003 Mr. Fundingsland served as a member of the board of directors for the International Disk Drive Equipment Manufacturers Association "IDEMA" where he retired emeritus, and continues to serve as an advisor to the board. For the last 13 years, Mr. Fundingsland has provided consulting services assisting with sales, marketing, and management to a host of companies within the disk drive, optical, software, and LED industries.