CEVA, INC. (NASDAQ:CEVA) 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 April 4, 2019, the Board of Directors of CEVA, Inc. (the “Company”) approved the appointment of Michael Boukaya as the Chief Operating Officer of the Company, effective as of April 4, 2019. He will be responsible for overseeing all the activities related to research and development and marketing for the Company’s hardware and software IP platforms, and will report directly to Gideon Wertheizer, the Chief Executive Officer of the Company.
Mr. Boukaya, age 44, served as Vice President and General Manager of the Wireless Business Unit of the Company from October 2014 to April 2019, and prior to that, from January 2006 to October 2014 as Chief Architect of the Company’s DSP processor architectures. Mr. Boukaya holds a B.Sc. in Electronic Engineering from Technion Technology Institute and graduated from Executive Program of Stanford Graduate School of Business. He also holds several patents on DSP Technology.
In connection with Mr. Boukaya’s appointment, he was granted 7,000 restricted stock units on April 8, 2019. Mr. Boukaya also executed an employment agreement with CEVA D.S.P. Ltd., the wholly-owned Israeli subsidiary of the Company. to the agreement, Mr. Boukaya’s salary is determined in New Israeli Shekel (“NIS”) and is 65,000 NIS per month. Mr. Boukaya also is eligible to receive an annual cash bonus to the Board-approved 2019 Executive Bonus Plan, which plan is also applicable to the Chief Executive Officer and Chief Financial Officer of the Company. to the 2019 Executive Bonus Plan, Mr. Boukaya’s 2019 cash bonus is determined by the achievement of a combination of a revenue goal (weighting of 40%), earnings per share goal (weighting of 40%) and a discretionary component (weighting of 20%) as determined by the Compensation Committee of the Board. The target amount under the 2019 Executive Bonus Plan for Mr. Boukaya is 50% of his 2019 annual base salary and the maximum amount is 75% of his 2019 annual base salary; the same percentages as the Chief Financial Officer under the plan. Additional details about the 2019 Executive Bonus Plan is set forth in the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on February 13, 2019. In addition to his salary and eligibility under the 2019 Executive Bonus Plan, Mr. Boukaya is entitled to receive social benefits required to Israeli labor laws, or are common practice in Israel and are generally available to all Israeli employees of the Company. Specifically, based on Israeli labor laws, Mr. Boukaya is entitled to severance pay upon termination of his employment for any reason, including retirement, based on his then recent monthly salary multiplied by the number of years of his employment. In addition, the Company will make a payment based on Mr. Boukaya’s monthly base salary to insurance or pension fund, which accrued amount may be withdrawn by Mr. Boukaya after retirement or, subject to various tax restrictions in Israel, after leaving the Company’s employment. The Company also will contribute to a study fund on Mr. Boukaya’s behalf. In addition, the Company will pay Mr. Boukaya’s disability income insurance in accordance with company procedures. Further, the Company will provide Mr. Boukaya with a monthly car allowance.
Mr.Boukaya is employed at will. In the event Mr.Boukaya desires to terminate his employment with the Company, he must notify the Company six months in advance. Similarly, if the Company desires to terminate Mr.Boukaya’s employment with the Company, it must notify him six months in advance; provided that the Company may terminate Mr. Boukaya’s employment immediately without notice for the following reasons: (i) Mr. Boukaya’s embezzlement of funds of the Company, (ii) Mr. Boukaya’s material breach of the terms and conditions of his employment agreement, (iii) Mr. Boukaya’s involvement in an act which constitutes a breach of trust between himself and the Company, (vi) Mr. Boukaya’s conduct causing grave injury to the Company, monetarily or otherwise, or (v) Mr. Boukaya is indicted of a criminal offense. Other than the cases set forth above, the Company also may terminate Mr.Boukaya’s employment without the six-months advance notice if it pays him an amount equal to six-months of his then-effective salary. Mr.Boukaya’s employment agreement does not provide for any additional compensation in the event of termination of his employment or a change in control of the Company.
Other than the employment agreement described above, there are no material plans, contracts or arrangements, or any material amendment thereto, between Mr. Boukaya and the Company to which he is a party or in which he participates that is entered into in connection with his position with the Company.
There are no related party transactions exceeding $120,000 between Mr. Boukaya and the Company in which he has a direct or indirect material interest. There are no family relationships between Mr. Boukaya and any director or executive officer of the Company.
The foregoing description of the amended and restated employment agreement with Mr. Boukaya is qualified in its entirety by reference to the complete text of the plan which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
ITEM 9.01. Financial Statements and Exhibits.
(d) Exhibits.
10.1 Employment Agreement by and between CEVA D.S.P. Ltd. and Michael Boukaya, effective as of April 4, 2019.
CEVA INC Exhibit
EX-10.1 2 ex_140003.htm EXHIBIT 10.1 ex_140003.htm Exhibit 10.1 1 EMPLOYMENT AGREEMENT Serves as notice to the Employee pursuant to the Notice to Employee and Candidate (Employment Terms and Screening Procedures) Law,…
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About CEVA, INC. (NASDAQ:CEVA)
CEVA, Inc. (CEVA) is a licensor of signal processing intellectual property (IP). The Company partners with semiconductor companies and original equipment manufacturers (OEMs) to create connected devices for a range of end markets, including mobile, consumer, automotive, industrial and Internet of things (IoT). The Company operates in the segment of licensing of intellectual property to semiconductor companies and electronic equipment manufacturers. It addresses the requirements of the mobile, consumer, automotive, industrial and IoT markets by designing and licensing application-specific signal processing platforms, which enable the design of solutions for developing a range of applications, including communications and connectivity, audio and voice, imaging and vision, and storage. It has research and development facilities in Israel, France, Ireland and the United Kingdom, and sales and support offices throughout Asia Pacific, Japan, Sweden, France, Israel and the United States.
