Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
the appointment of
Company, effective as of
computer networking company, where he served from
Corporate Finance, M&A, Investor Relations, and Information Technology.
Previously, from 2012,
a subsidiary of Analog Devices that designs and manufactures integrated
circuits, in the roles of Vice President of M&A and Corporate Development and
Head of Investor Relations. Prior to that,
and analyst roles at J.P. Morgan, a multinational investment bank, from
2007-2012; a senior market research and strategy role at Synopsys, Inc., a
silicon design and verification company, from 2005-2007; and various senior
engineering roles at
by Synopsys, from 1998-2005.
Communications Engineering from
degree in Electrical Engineering from The
In connection with his appointment,
agreement (the “Offer Letter”) with the Company on
provides that, subject to him commencing employment, he will receive the
•an annual base salary of
$450,000; •a hiring bonus of $150,000; •reimbursement of up to $250,000for incurred relocation and temporary housing expenses; •eligibility to participate in our 2007 Management and Key Individual Contributor Incentive Plan with a semiannual target bonus percentage of 37.5%; •eligibility to participate in our Executive Severance and Change of Control Plan; •the right to receive the following equity awards, which are expected to be granted on the Company's next regularly scheduled monthly grant date following the Effective Date: •$850,000 of stock options, with 1/4 of the shares vesting after the first year, and 1/36 of the remaining shares vesting monthly thereafter over the following 36 months; •$850,000 of restricted stock units, with 1/3 of the shares vesting annually over three years; and •$300,000 of performance-based restricted stock units ("PBRSUs") with a three-year cliff vesting schedule. The number of PBRSU shares that ultimately vest after three years may range from 0 to 200% of the target number of shares, depending on the Company's performance over that three-year period; and •eligibility to participate in the Company's health, retirement, and other programs on the same basis as other executive officers.
The foregoing summary of the Offer Letter does not purport to be complete and is
qualified in its entirety by reference to the full text of the Offer Letter, a
copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by
There are no other arrangements or understandings between
other persons pursuant to which he was selected as the Company’s Chief Financial
Officer. Additionally, there are no transactions involving the Company and
of Regulation S-K.
retire from his position as the Company’s Chief Financial Officer. In connection
advisor to the Company through
Date”) to assist with the orderly transition of his duties.
disagreement with the Company’s independent auditors or any member of management
on any matter of accounting principles or practices, financial statement
disclosure, or internal controls.
From the Transition Commencement Date to the Transition Completion Date, unless
salary, (b) continue to vest in his outstanding equity awards, (c) remain
eligible under the
Company’s 2007 Management and Key Individual Contributor Incentive Plan to
receive the semiannual bonus corresponding to the Company’s second half of
fiscal year 2022, and (d) participate in the Company’s health, retirement, and
other programs on the same basis as other non-executive employees. During this
eligible under the Company’s Executive Severance and Change of Control Plan.
Item 7.01 Regulation FD Disclosure
A copy of the Company’s press release announcing the Chief Financial Officer
transition described in Item 5.02 is being furnished as Exhibit 99.1 to this
Current Report on Form 8-K.
The information contained in Item 7.01 of this Form 8-K, including Exhibit 99.1,
is being furnished and shall not be deemed “filed” for purposes of Section 18 of
the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject
to the liabilities of that section, nor shall it be deemed incorporated by
reference in any filing by the company under the Securities Act of 1933 or the
Exchange Act, except as shall be expressly set forth by specific reference in
Item 9.01 Financial Statements and Exhibits.
Exhibit 99.1 Press Release dated
Exhibit 104 Cover Page Interactive Data File (embedded within the Inline XBRL
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