Everspin Technologies, Inc. (NASDAQ:MRAM) 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 Arrangements of Certain Officers.
On August17, 2017, Everspin Technologies, Inc. (“Everspin”) and Phillip LoPresti, President and Chief Executive Officer of Everspin, mutually agreed that Mr.LoPresti would resign as Everspin’s President and Chief Executive Officer effective August31, 2017. In connection with his resignation, the Board of Directors (the “Board”) of Everspin and Mr.LoPresti anticipate that Mr.LoPresti will continue as an advisor to Everspin, and are currently negotiating a Separation and Release Agreement and Consulting Agreement, expected to be entered into in the next several days, to which Mr.LoPresti will resign as a member of the Board and receive the following benefits:
| 1. | Cash severance of twelve months of Mr.LoPresti’s annual base salary to be paid on Everspin’s regular payroll schedule, plus an amount equal to Mr.LoPresti’s 2017 annual target bonus, pro rated for the period of employment in 2017; |
| 2. | Continued health care coverage for up to twelve months consistent with what Everspin currently provides, so long as Mr.LoPresti timely elects such continued coverage; and |
| 3. | Accelerated vesting of 25,799 shares subject to outstanding stock options as though Mr.LoPresti remained an employee through August31, 2018, and the ability to exercise all of his vested stock options for a period of twelve months following the effective date of his resignation. |
Mr.LoPresti will be succeeded by Kevin Conley in the position of President and Chief Executive Officer of Everspin, effective September1, 2017. Mr.Conley, age 51, has been serving as a member of Everspin’s Board of Directors since March 2017. Mr.Conley currently serves as an advisor and consultant with Seven Rocks LLC, which he founded as a partner in June 2016. From 2011 to June 2016, Mr.Conley served at SanDisk Corporation, as SVP& GM Client Storage Solutions and most recently as Chief Technology Officer, where he provided guidance to SanDisk’s long term technology strategy. From 2009 to 2010, Mr.Conley served as VP Engineering for Corsair Components Inc. From 1993 to 2009, Mr.Conley served in various technology development and management roles at Sandisk Corporation. Mr.Conley received his bachelor’s of science degree in electrical engineering and master’s of science degree in computer engineering from Santa Clara University. In connection with Mr.Conley’s service as a director, Everspin believes that Mr.Conley possesses specific attributes that qualify him to serve as a director, including his knowledge and experience in the technology industry, which enable him to make valuable contributions to the Board. Mr.Conley will continue to serve as a director of Everspin.
In connection with Mr.Conley’s appointment as President and Chief Executive Officer, Mr.Conley and Everspin entered into an Executive Employment Agreement, effective August18, 2017. to his Executive Employment Agreement, Mr.Conley will receive a base salary of $400,000 per year and be eligible for an annual target bonus equal to 65% of his annual base salary, with a guaranteed minimum of $260,000 for 2017, pro rated for the period of employment in 2017. His eligibility for such annual bonus and the amount of such annual bonus in 2018 and thereafter will be determined by the Board in its sole discretion based upon Everspin’s and Mr.Conley’s achievement of objectives and milestones to be determined on an annual basis by the Board in consultation with Mr.Conley. Mr Conley will receive a one-time sign on bonus of $50,000, which he must pay back if he resigns without good reason within 12 months of his employment start date. Mr.Conley will also receive options to purchase 400,000 shares of Everspin’s commons stock and restricted stock units for 10,000 shares of Everspin’s common stock.
Mr.Conley’s Executive Employment Agreement provides for certain severance benefits if his employment is terminated without cause or if he resigns for good reason. If Mr.Conley’s employment is terminated without cause or he resigns for good reason, and Mr.Conley signs a liability release in favor of Everspin and allows it to become effective, Mr.Conley will be entitled to: (i)continuation payments over a twelve month severance period of his twelve month base salary; (ii)payment by Everspin of COBRA premiums to continue health insurance coverage for himself and his eligible dependents for up to twelve months; and (iii)twelve months of accelerated vesting of Mr.Conley’s equity awards. In addition, if Mr.Conley’s employment is terminated without cause or he resigns for good reason within eighteen months of certain change-in-control events, the vesting of Mr.Conley’s equity awards will be fully accelerated.
Item 5.02 Financial Statements and Exhibits.
(d) Exhibits
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ExhibitNo. |
Description |
| 10.1 | Executive Employment Agreement, dated August18, 2017 between Everspin Technologies, Inc. and Kevin Conley. |
EVERSPIN TECHNOLOGIES INC ExhibitEX-10.1 2 d438753dex101.htm EX-10.1 EX-10.1 Exhibit 10.1 EXECUTIVE EMPLOYMENT AGREEMENT for Kevin Conley This Executive Employment Agreement (Agreement),…To view the full exhibit click here
About Everspin Technologies, Inc. (NASDAQ:MRAM)
Everspin Technologies, Inc. is a United States-based provider of magnetoresistive random-access memory (MRAM) solutions. The Company is engaged in designing, manufacturing and shipping discrete and embedded MRAM and spin-torque MRAM (ST-MRAM) into markets and applications. The Company’s products include 8-bit/16-bit Parallel Interface MRAM, Serial Peripheral Interface (SPI), Quad SPI and Double Data Rate (DDR) 3 dynamic random-access memory (DRAM) Compatible MRAM – Spin Torque Technology. The Company’s MR10Q010 Quad SPI MRAM is a memory solution for applications that store and retrieve data and programs. Its DDR3 DRAM Compatible MRAM – Spin Torque Technology is designed to comply with all DDR3 DRAM features, such as on-device termination (ODT) and internal ZQ calibration. Its family of both parallel asynchronous input/output (I/O) and serial peripheral interface (SPI) products in densities ranging from 256 kilobyte (Kb) to 16 megabyte (Mb) is available in die form.