The foregoing summary of the Letter Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Letter Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
On November 21, 2019, the Company issued a press release announcing the appointment of Dhrupad Trivedi as President and Chief Executive Officer of the Company, effective as of December 2, 2019. The Company has committed to appoint Mr. Trivedi to the Board within thirty days of him commencing employment with the Company. In connection with Mr. Trivedis appointment, Lee Chen will step down as President and Chief Executive Officer of the Company but will continue to serve as chairman of the Board. A copy of the press release related to this announcement is attached hereto as Exhibit 99.1.
Mr. Trivedi, age 52, joins the Company from Belden Incorporated (Belden), where he most recently was Executive Vice President running TripWire, Inc., a cybersecurity business, and Chief Technology Officer of Belden. Prior to this, Mr. Trivedi held other executive roles at Belden, including President of Beldens Network Solutions Division; Vice President of Corporate Strategy and Development, leading the companys M&A activities; and starting in Belden as President of Trapeze Networks, Inc. Prior to joining Belden, Mr. Trivedi held executive roles at JDS Uniphase Corporation from 1998 through 2010.
The Company entered into an offer letter with Mr. Trivedi on November 12, 2019 (the Offer Letter) that provides for a starting annual base salary of $500,000 and, commencing in 2020, a target annual performance-based bonus opportunity of one hundred percent (50%) of his annual salary, to the Companys bonus program for the 2020 year established under the Companys Executive Incentive Compensation Plan. In addition, the Offer Letter contemplates that Mr. Trivedi will be granted an award of restricted stock units covering 125,000 shares of the Companys Common Stock under the Companys 2014 Equity Incentive Plan, as amended (the Plan), which will be scheduled to vest annually over four years, subject to Mr. Trivedis continued service. Additionally, the Offer Letter contemplates that Mr. Trivedi will be granted an award of performance-based restricted stock units (the PSU Award) covering 375,000 shares of the Companys Common Stock under the Plan, which will become eligible to vest upon the achievement of certain stock price targets as set forth below (the Performance Milestones), as well as continued service to the Company, with vesting of any portion for which the Performance Milestone is achieved to be scheduled to occur in equal, annual installments over a three-year period following achievement of the Performance Milestone.
The severance benefits under the Severance Agreement are conditioned on his timely entering into and not revoking the Companys then-standard separation agreement and release of claims as well as continued compliance with his obligations under his confidential information and invention assignment agreement with the Company.
The foregoing description of Mr. Trivedis compensation, terms and conditions of his employment and treatment of Mr. Trivedi upon certain terminations of employment is qualified in its entirety by the full texts of the Offer Letter and the Severance Agreement, which are filed as Exhibit 10.2 and Exhibit 10.3, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
In addition, Mr. Trivedi will enter into the Companys standard form of indemnification agreement, a copy of which has been filed as Exhibit 10.1 to the Companys Registration Statement on Form S-1 (File No. 333-194015) filed with the Securities and Exchange Commission on March 10, 2014.
