Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Departure of Principal Executive Officer
As previously reported on the Original Form 8-K, Mr. Rust determined that he
would retire as President and Chief Executive Officer of the Company and as a
member of the Board effective as of the date of Dr. Talluri's appointment to
each such position.
In connection with Mr. Rust's retirement, on January 13, 2023 the Company and
Mr. Rust entered into a Separation Agreement (the "Separation Agreement").
Pursuant to the terms of the Separation Agreement, Mr. Rust will resign as the
Company's President and Chief Executive Officer and from the Board as of January
18, 2023 (the "Effective Date"), but will continue to remain employed by the
Company until February 1, 2023. Subject to, and conditioned upon, Mr. Rust's
execution of the Separation Agreement and non-revocation of a release of claims
against the Company and compliance with covenants covering confidentiality and
non-disparagement for an indefinite period, Mr. Rust will be entitled to: (i)
cash severance in an amount equal to 12 months' of Mr. Rust's base salary in
effect as of the Effective Date, payable in installments commencing on the
Company's first regular payroll date that is at least one week following the
Effective Date, (ii) payment of continued health coverage for him and his
eligible dependents under COBRA for a period of 36 months, or a taxable payment
in lieu of such payment, (iii) acceleration of the vesting of all of the
unvested shares subject to Mr. Rust's equity awards, (iv) extension of the
period of time in which Mr. Rust may exercise all of his vested, outstanding and
unexercised stock options through the applicable term of each such stock option,
subject to earlier expiration pursuant to the terms of the applicable equity
incentive plan under which such stock options were granted (including in
connection with a change in control of the Company), and (v) a pro-rated amount
of his target bonus in effect for the current fiscal year, payable in a lump sum
at the same time annual bonuses are paid to other of the Company's employees
((i) through (v), collectively, the "Separation Severance Benefits"). The
Separation Severance Benefits shall supersede and replace in entirety any
severance benefits that Mr. Rust is entitled to pursuant to that certain Amended
and Restated Employment Agreement, dated May 27, 2021, by and between the
Company and Mr. Rust, filed as Exhibit 10.21 to the Company's Current Report on
Form 8-K, filed with the SEC on July 19, 2021.
The foregoing description does not purport to be complete and is qualified in
its entirety by reference to the Separation Agreement, which will be filed as an
exhibit to the Company's Annual Report on Form 10-K for the fiscal period ending
January 1, 2023.
Appointment of New Director
On January 13, 2023, the Board appointed Dr. Talluri as a member of the Board,
effective as of Mr. Rust's resignation from the Board on the Effective Date.
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