Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On November 10, 2022, Enovix Corporation (the "Company") announced the
appointment of Ajay Marathe as Chief Operating Officer of the Company.
Mr. Marathe's employment as Chief Operating Officer commenced on November 14,
2022.
Previously, Mr. Marathe served as Senior Vice President Operations at Western
Digital Technologies, Inc. from October 2021 to August 2021, Chief Operating
Officer at Lumileds LLC from November 2011 to October 2021 and Senior Vice
President, Operations, at Solaria Corporation from October 2009 to November
2011. Additionally, Mr. Marathe served in various positions at Advanced Micro
Devices, Inc. from 1984 to 2007, including Thailand Plant Manager, VP of
Operations of the Computation Products group, VP of Operations for all Asian
assembly and test and CEO of AMD India LLC.
Pursuant to Mr. Marathe's offer letter (the "Offer Letter"), Mr. Marathe will
receive an annual base salary of $450,000. In addition, Mr. Marathe is eligible
for an annual discretionary cash bonus, with a target amount equal to 80% of his
base salary, based on the achievement of specific performance goals and subject
to the terms and conditions of the Company's Annual Incentive Plan and the
approval of the Company's Board of Directors.
Pursuant to the Offer Letter and the Company's 2021 Equity Incentive Plan, the
Compensation Committee of the Company's Board of Directors has granted
Mr. Marathe a restricted stock unit award to acquire 833,000 shares of the
Company's common stock (the "RSU Award") effective as of, and contingent upon
the commencement of Mr. Marathe's employment. 1/5th of the RSU Award will vest
after twelve months of Mr. Marathe's employment, and the remainder shall vest
monthly over four years subject to Mr. Marathe's continuous service to the
Company.
If, at least four months after Mr. Marathe commences his employment with the
Company, he is terminated by the Company other than for "Cause," or Mr. Marathe
resigns for "Good Reason," in each case not in connection with a "Change of
Control," provided such termination or resignation constitutes a "Separation
from Service" (each capitalized term as defined in the Offer Letter) (either
such termination, a "Qualifying Termination"), then subject to Mr. Marathe's
execution and non-revocation of a release of claims in a form provided by the
Company, among other conditions, (i) Mr. Marathe will receive cash severance in
an amount equal to nine months' of Mr. Marathe's base salary in effect as of his
separation date, payable in installments commencing on the Company's first
regular payroll date that is more than 60 days following Mr. Marathe's
separation date; (ii) the Company will continue to pay the cost of Mr. Marathe's
health care coverage in effect as of his separation date for a period of nine
months either under the Company's regular health plan (if permitted), or by
paying Mr. Marathe's COBRA premiums, provided that Mr. Marathe does not obtain
health care coverage from another source; (iii) Mr. Marathe will receive a
pro-rated amount of his target bonus in effect for the year of termination,
payable in a lump sum at the same time annual bonuses are paid to other of the
Company's employees; and (iv) the Company shall accelerate the vesting of the
number of then-unvested shares subject to Mr. Marathe's equity awards that would
have vested had his employment continued for 18 months following his separation
date ((i) through (iv), the "Severance Benefits").
If, at any time after Mr. Marathe commences his employment with the Company, in
the event of a Qualifying Termination that occurs within the three months
preceding or the 12 months following the closing of a Change of Control, subject
to Mr. Marathe's execution and non-revocation of a release of claims in a form
provided by the Company, among other conditions, (i) Mr. Marathe will be
entitled to receive the Severance Benefits and (ii) the Company shall accelerate
the vesting of 75% of the then-unvested shares subject to Mr. Marathe's equity
awards (after taking into account the accelerated vesting as provided in part
(iv) of the Severance Benefits).
The foregoing description is qualified in its entirety by reference to the Offer
Letter, which will be filed as an exhibit to the Company's Annual Report on Form
10-K for the period ending January 1, 2023.
Except for the Offer Letter, there is no arrangement or understanding between
Mr. Marathe and any other person pursuant to which Mr. Marathe was selected as
an officer. Mr. Marathe is not a party to any transaction required to be
disclosed pursuant to Item 404(a) of Regulation S-K. In connection with his
appointment, Mr. Marathe will execute the Company's standard form of
indemnification agreement for officers, which was filed as Exhibit 10.20 to the
Company's Annual Report on Form 10-K for the period ending January 2, 2022.
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