ADESTO TECHNOLOGIES CORPORATION (NASDAQ:IOTS) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.
On August 1, 2017, Adesto Technologies Corporation (“Adesto” or “we,” “our” or “us”) entered into change in control and severance agreements with our executive officers, including the named executive officers disclosed in the summary compensation table included in our definitive proxy statement for our 2017 annual meeting of stockholders (the “named executive officers”). These agreements provide for three-year terms, subject to automatic renewal under certain circumstances, and supersede our prior agreements with the named executive officers. to the terms of the new agreements, we have agreed to provide the following benefits to each of them if the named executive officer is subject to a “qualifying termination” (as such term is defined in the agreements):
| • | payment of his base salary for 12 months in the case of Narbeh Derhacobian, our President and Chief Executive Officer, and Ron Shelton, our Chief Financial Officer, and six months in the case of Tom Spade, our Vice President Worldwide Sales, in the event the qualifying termination does not constitute a CIC qualifying termination (as defined below). In the event the qualifying termination occurs within three months prior to or within 12 months after a qualifying change in control of our company (a “CIC qualifying termination”), his base salary and target bonus for 12 months in the case of Mr. Derhacobian and Mr. Shelton, and his base salary for 6 months and the pro-rated portion of his annual target bonus in the case of Mr. Spade; |
| • | payment of the monthly benefits premium under COBRA for up to 12 months in the case of Mr.Derhacobian and Mr.Shelton and six months in the case of Mr.Spade in the event of a qualifying termination at any time; and |
| • | full acceleration of vesting with respect to all unvested equity awards (including performance-based equity awards “at target”) in the event the qualifying termination occurs within three months prior to or within 12 months after a qualifying change in control of our company. |
The foregoing descriptions are qualified in their entirety by the full text of the form of Principal Officer Change in Control and Severance Agreement and Mr.Spade’s Change in Control and Severance Agreement which are filed as Exhibits 10.1 and 10.2, respectively, to this report and incorporated herein by reference.
Item 5.02. Financial Statements and Exhibits.
(d) Exhibits.
|
Exhibit Number |
Description of Exhibit |
| 10.1 | Form of Principal Officer Change in Control and Severance Agreement |
| 10.2 | Change in Control and Severance Agreement, dated August 1, 2017, between the Registrant and Tom Spade |
ADESTO TECHNOLOGIES Corp ExhibitEX-10.1 2 d415737dex101.htm EX-10.1 EX-10.1 Exhibit 10.1 FORM OF PRINCIPAL OFFICER CHANGE IN CONTROL AND SEVERANCE AGREEMENT This Change in Control and Severance Agreement (the “Agreement”) is entered into by and between (the “Executive”) and Adesto Technologies.,…To view the full exhibit click here
About ADESTO TECHNOLOGIES CORPORATION (NASDAQ:IOTS)
Adesto Technologies Corporation is a provider of application-specific and ultra-low power non-volatile memory products. The Company optimizes its non-volatile memory products for Internet of Things (IoT), applications, including current and next-generation Internet-connected devices in the consumer, industrial, medical and wearables markets. It operates in application-specific and feature-rich, ultra-low power non-volatile memory (NVM) products segment. It combines its non-volatile memory design capabilities with intellectual property and differentiated technology platforms to deliver products that manage the overall energy consumption of its customers’ systems and battery life. Its products feature embedded intelligence in a small form factor. It sells its products directly to original equipment manufacturers and original design manufacturers, respectively that manufacture products for its end customers.
