Amtech Systems, Inc. (ASYS) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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Amtech Systems, Inc. (ASYS) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Item 5.02

Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
On November 10, 2016, Amtech Systems, Inc. (the Company),
following the recommendation by the Compensation and Stock
Options Committee (the Committee) of the Companys Board of
Directors (the Board) and approval by the Board, entered into a
Fifth Amendment to Employment Agreement (the Fifth Amendment)
with Fokko Pentinga, the Companys President and Chief Executive
Officer, to be effective as of October 1, 2016. to the Fifth
Amendment, Mr. Pentinga agreed to a voluntary reduction in his
annual base salary from US$407,000 to US$325,600. In addition,
the Fifth Amendment clarifies that the level of base salary to be
used for purposes of calculating severance or termination
payments would, in any event, be not less than US$407,000 per
annum. The Fifth Amendment provides that Mr. Pentingas base
salary may be restored by him in his sole discretion at any time
upon giving written notice to the Committee.
The foregoing description of the Fifth Amendment is only a
summary and does not purport to be a complete description of the
terms and conditions under the Fifth Amendment, and such
description is qualified in its entirety by reference to the full
text of the Fifth Amendment, a copy of which is attached hereto
as Exhibit 10.1 and incorporated herein by reference.
On November 10, 2016, Robert T. Hass, the Companys Vice President
and Interim Chief Financial Officer, was appointed by the Board
to serve as the Vice President Chief Financial Officer, Treasurer
and Secretary of the Company. In connection with Mr. Hass
appointment, following the recommendation by the Committee and
approval by the Board, on November 15, 2016, the Company and Mr.
Hass entered into an Employment Letter (the Employment Letter)
amending his terms of employment, to which Mr. Hass will (i) be
paid an annual base salary of $225,000, retroactive to August 3,
2016; (ii) receive an annual automobile allowance of $7,000;
(iii) receive an option to purchase 10,000 shares of common stock
of the Company, to vest in equal, annual amounts over four years;
and (iv) be permitted to participate in the Companys executive
bonus program and all of the Companys other employee benefits
programs, including, without limitation, the Companys healthcare,
401(k), sick leave, vacation, and holiday programs. In addition,
the Employment Letter clarifies that, in the event Mr. Hass is
involuntarily terminated without a change of control of the
Company, the level of base salary to be used for purposes of
calculating severance will be equal to the greater of one year of
his base salary or $225,000.
Also in connection with Mr. Hass appointment, following the
recommendation by the Committee and approval by the Board, on
November 10, 2016, the Company and Mr. Hass entered into a Change
of Control and Severance Agreement (the Severance Agreement) on
substantially the same terms and conditions as the previously
disclosed Change of Control and Severance Agreement between Mr.
Hass and the Company that terminated on June 30, 2013. to the
Severance Agreement, in the event Mr. Hass is terminated either
(i) by the Company without Cause (as defined in the Severance
Agreement) during a Pending Change of Control (as defined in the
Severance Agreement) or within one year following a Change of
Control (as defined in the Severance Agreement), or (ii) by Mr.
Hass for Good Reason (as defined in the Severance Agreement)
following the occurrence of a Change of Control, then Mr. Hass
shall be entitled to receive from the Company (i) a cash lump sum
equal to Mr. Hass base salary in effect on the termination date;
(ii) a cash lump sum equal to the amount of accrued but unpaid
Incentive Compensation (as defined in the Severance Agreement)
earned by Mr. Hass, which amount shall be prorated based upon the
portion of the fiscal year worked; and (iii) full vesting of Mr.
Hass outstanding stock options and restricted stock grants. If
Mr. Hass is terminated under any other circumstances and without
Cause, the Severance Agreement provides that Mr. Hass will be
entitled to severance pay equal to the greater of one year of his
base salary or $225,000. If Mr. Hass is terminated for Cause,
however, he will not be entitled to receive any severance
payment.
The foregoing descriptions of the Employment Letter and Severance
Agreement are only summaries and do not purport to be complete
descriptions of the terms and conditions under the Employment
Letter or Severance Agreement, and such descriptions are
qualified in their entirety by reference to the full text of the
Employment Letter and Severance Agreement, copies of which are
attached hereto as Exhibits 10.2 and 10.3, respectively, and
incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
The following exhibits are furnished herewith:
Exhibit Number
Description
10.1
Fifth Amendment to Employment Agreement, dated November
10, 2016, between Amtech Systems, Inc. and Fokko
Pentinga
10.2
Terms of Employment for Robert T. Hass, dated November
10, 2016, between Amtech Systems, Inc. and Robert T.
Hass
10.3
Change of Control and Severance Agreement, dated
November 10, 2016, between Amtech Systems, Inc. and
Robert T. Hass


About Amtech Systems, Inc. (ASYS)