CREE, INC. (NASDAQ:CREE) 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
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Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
mutually agreed that the Company would accelerate its succession
plan and that he would resign as President, Chief Executive
Officer and Chairman of the Board of Directors following a
transition period. Mr. Swoboda and the Company executed a
Separation, General Release and Consulting Agreement as of the
same date (the Agreement) in order to provide for an orderly
transition to the Companys new Chief Executive Officer; to govern
the Companys relationship with Mr. Swoboda during the transition
period; and to establish that the separation benefits provided
under the Agreement replace any separation benefits Mr. Swoboda
might have been entitled to receive now or in the future under
(i) the Companys Severance Plan for Section 16 Officers (the
Severance Plan) and (ii) the Companys 2013 Long-Term Incentive
Compensation Plan (the 2013 Plan) and Mr. Swobodas Award
Agreements under the 2013 Plan.
positions and as Chairman of the Board for a transition period
until the earlier of (1) such time as the Company determines his
services are no longer needed and gives him 10 days notice
thereof or (2) if a new Chief Executive Officer has not been
appointed by January 2, 2018, such time as Mr. Swoboda terminates
the transition period upon 30 days notice. Following the end of
the transition period, Mr. Swoboda will remain a consultant of
the Company until September 30, 2019.
receive payment of his current employee compensation and
participate in employee benefits at the current levels, but he
will not be eligible for to receive any new equity award grants.
In addition, if Mr. Swoboda remains employed when cash
performance grants for fiscal 2018 are made to other executive
officers of the Company, Mr. Swoboda will be granted a new cash
performance award for fiscal 2018, establishing a target award of
$1,099,000 and making Mr. Swoboda eligible to receive, if earned
based on Company performance for all of fiscal 2018, a pro rata
bonus for the portion of the fiscal year during which he serves
as an executive, regardless of whether he remains an executive at
the end of fiscal 2018.
receive separation benefits equal to (1) eighteen (18) months
pay, based on his current annual salary of $785,000 per year, or
a total of $1,177,500, which amount shall be payable in equal
monthly installments over the 18 months following such
termination; (2) $1,648,500, which amount is equal to 1.5 times
Mr. Swobodas annual bonus amount at target (which annual bonus
amount at target is 140% of his annual salary of $785,000, or
$1,099,000), payable following such termination; and (3) a lump
sum payment of 18 times the COBRA premium applicable to the type
of medical, dental and vision coverage in effect for Mr. Swoboda
at the end of the transition period. For the first 18 months of
the consulting term, the separation benefits described above will
be compensation for his consulting services. During the remaining
period of the consulting term, Mr. Swoboda will receive a $5,000
monthly consulting fee. Mr. Swobodas outstanding equity awards
will continue to vest during the consulting period in accordance
with their terms. In addition, the
Confidential Information, Intellectual Property and
Noncompetition, dated October 9, 2006, will continue to apply
during the consulting term and for six months thereafter.
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Item 9.01
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Financial Statements and Exhibits.
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Exhibit No.
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Description of Exhibit
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10.1
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Separation, General Release and Consulting Agreement,
dated May 18, 2017, between Cree, Inc. and Charles M. Swoboda |
About CREE, INC. (NASDAQ:CREE)
Cree, Inc. is a manufacturer of lighting-class light emitting diode (LED) products, lighting products and semiconductor products for power and radio-frequency (RF) applications. The Company’s products are focused for applications, such as indoor and outdoor lighting, video displays, transportation, electronic signs and signals, power supplies, inverters and wireless systems. The Company has three segments: Lighting Products, LED Products, and Power and RF Products. The Company’s Lighting Products segment offers LED lighting systems and bulbs. The Company’s LED Products segment offers LED components, LED chips and silicon carbide (SiC) materials. The Company’s Power and RF Products segment offers power devices and RF devices. The Company designs, manufactures and markets lighting systems for indoor and outdoor applications, with a focus on LED lighting systems for the commercial, industrial and consumer markets. CREE, INC. (NASDAQ:CREE) Recent Trading Information
CREE, INC. (NASDAQ:CREE) closed its last trading session up +0.09 at 24.32 with 1,308,928 shares trading hands.
