Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers
On November 5, 2020, Raffi Garabedian, Co-Chief Technology Officer of First
Solar, Inc. (the "Company"), notified the Company of his decision to step down
from his position as Co-Chief Technology Officer, effective as of November 5,
2020, and to retire from the Company, effective as of March 31, 2021. Prior to
the effective date of his retirement, Mr. Garabedian will remain with the
Company as an employee. Also effective as of November 5, 2020, Markus Gloeckler,
Co-Chief Technology Officer, has become the Company's sole Chief Technology
Officer. Mr. Gloeckler currently reports to the Chief Executive Officer.
Mr. Gloeckler, age 47, joined the Company in 2005. He is driving the Company's
Series 6 module platform and has served in progressively more senior roles in
research and development, including as Senior Vice President - Module Research &
Development since 2019, Chief Scientist since 2016, and Vice President -
Research since 2012, before being appointing Co-Chief Technology Officer.
Mr. Gloeckler earned an undergraduate degree in microsystems engineering from
Regensburg University of Applied Sciences in Germany and a PhD in physics from
Colorado State University.
Mr. Gloeckler entered into an employment agreement and change in control
severance agreement with the Company (the "employment agreement"), effective
August 10, 2020. Under the employment agreement, among other things,
Mr. Gloeckler is entitled to an annual base salary of $390,000 (subject to
periodic increases at the Company's discretion) and the opportunity to
participate in the Company's annual bonus program, with a target bonus
percentage of 70% of his annual base salary. Mr. Gloeckler is eligible to
participate in the Company's standard employee benefit programs and will be
entitled to benefits consistent with those provided to other associates of the
Company and any other benefits that the Company may, in its sole discretion,
elect to grant to him from time to time. All payments made to Mr. Gloeckler
pursuant to his employment agreement are subject to clawback by the Company to
the extent required by applicable law.
In the event of a termination of employment by the Company without cause prior
to a change in control (each as defined in the employment agreement) or after
the two-year period following a change in control (such two-year period, the
"change in control protection period"), subject to delivery of a release of
claims, Mr. Gloeckler will be entitled to cash severance equal to 12 months'
salary continuation, as well as medical coverage until the earlier of 12 months
or such time as Mr. Gloeckler is covered under a medical benefits plan of a
subsequent employer. In addition, in the event of a termination of employment by
the Company without cause outside the change in control protection period or due
to his death or disability (whether prior to or following a change in control),
any equity awards (or portion thereof) granted to Mr. Gloeckler that would have
vested or become exercisable by their terms within 12 months following such date
of termination of employment will become vested or exercisable as of such date
of termination of employment, other than any performance awards granted after
August 10, 2020, which will be subject to their own vesting terms.
In the event of a termination of employment by the Company without cause or for
good reason (as defined in the employment agreement), in each case, within the
change in control protection period, subject to a delivery of a release of
claims, Mr. Gloeckler will be entitled to receive (i) cash severance equal to
two times the sum of (a) his annual salary and (b) the greater of his target
bonus or his average bonus during the preceding three years, (ii) a prorated
target bonus, (iii) continued health benefits for 18 months, (iv) up to $20,000
in expenses for outplacement services, and (v) full vesting of all of his
respective equity awards, other than any performance awards granted after
August 10, 2020, which will be subject to their own vesting terms.
The foregoing description of the material terms of Mr. Gloeckler's employment
agreement does not purport to be complete and is qualified in its entirety by
reference to the full text of such employment agreement, which has been filed as
an exhibit to the Company's Quarterly Report on Form 10-Q for the quarterly
period ended September 30, 2020.
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Mr. Gloeckler is subject to certain restrictions on competition and solicitation
during his employment with the Company and for one year thereafter, as well as
separate confidentiality and intellectual property obligations, each pursuant to
agreements the terms of which are consistent in all material respects to those
that the Company has previously entered into with its other executive officers.
Mr. Gloeckler is not a party to any transaction required to be disclosed
pursuant to Item 404(a) of Regulation S-K. He is not expected to serve on any
board committee and he does not have family relationships with any other
director or executive officer of the Company.
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