GIGPEAK, INC. (NYSEMKT:GIG) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item5.02.
|
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
As previously discussed in that certain Current Report on Form
8-K filed by GigPeak, Inc., a Delaware corporation (the
Company) on February13, 2017 (the Original 8-K),
the Company has entered into an Agreement and Plan of Merger with
Integrated Device Technology, Inc., a Delaware corporation
(Parent), and Parents wholly-owned subsidiary Glider
Merger Sub, Inc., a Delaware corporation (the Purchaser).
Also, as previously disclosed in the Original 8-K, Parent entered into
Post-Closing Employment Agreements (as defined therein) with
Dr.Raluca Dinu, Mr.Andrea Betti-Berutto and Mr.Darren Ma.
On February28,
2017, Parent delivered amended and restated versions of the
Post-Closing Employment Agreements (the Amended and Restated
Post-Closing Employment Agreements) to each of Dr.Dinu and
Mr.Betti-Berutto. Dr.Dinu accepted her Amended and Restated
Post-Closing Employment Agreement on March3, 2017.
Mr.Betti-Berutto accepted his Amended and Restated Post-Closing
Employment Agreement on March2, 2017. The terms of the Amended
and Restated Post-Closing Employment Agreements were approved by
the Compensation Committee of the Board of Directors of the
Company on March 2.
The aggregate
value of the compensation provided for under each Amended and
Restated Post-Closing Employment Agreement remained equal to the
value contemplated under the Post-Closing Employment Agreements;
however, portions of such compensation have been re-allocated
from a signing bonus to a retention bonus payable to each of
Dr.Dinu and Mr.Betti-Berutto under their respective Amended and
Restated Post-Closing Employment Agreements, as provided in the
table below.
|
Name |
AnnualBase Salary | One-Time SigningBonus | RetentionBonus |
ParticipationRate In IDTs Annual Incentive Plan (AIP) (1) |
Value of Restricted Share Units | |||||||||||||||
|
Andrea Betti-Berutto |
$ | 269,954 | $ | 300,000 | $ | 96,337 | (2) | % | $ | 750,000 | (3) | |||||||||
|
Dr.Raluca Dinu |
$ | 341,250 | $ | 450,000 | $ | 389,173 | (4) | % | $ | 1,200,000 | (5) |
| (1) | Based on a percentage of Annual Base Salary. |
| (2) |
To be received by Mr.Betti-Berutto if Mr.Betti-Berutto remains employed by Parent (i)after 18 months as for $48,168, and (ii)after 24 months as for the remaining $48,169. |
| (3) |
Includes (i)restricted stock units of Parent (Parent RSUs) with a value equal to $500,000on the date of grantthat will vest over a four year period, subject to Mr.Betti-Beruttos continued service with Parent or an affiliated entity, and shall be subject to the terms of the IDT 2004 Equity Plan(the 2004 Plan), and (ii)Parent RSUs with a value equal to $250,000on the date of grant, which shall vest a year following the date of grant and shall be subject to the terms of the 2004 Plan. |
| (4) |
To be received by Dr.Dinu if Dr.Dinu remains employed by IDT (i)after 18 months as for $194,586, and (ii)after 24 months as for the remaining $194,587. |
| (5) |
Includes (i)Parent RSUs with a value equal to $600,000on the date of grantthat will vest over a four year period, subject to Dr.Dinus continued service with Parent or an affiliated entity, and shall be subject to the terms of the 2004 Plan, (ii)performance-based Parent RSUs with a value equal to $200,000 on the date of grant, subject to all provisions of the IDT Fiscal 2018 Performance Equity Plan (the 2018 Plan), and (iii)Parent RSUs with a value equal to $400,000, which shall vest a year following the date of grant and shall be subject to the terms of the 2004 Plan. |
The description of
the Amended and Restated Post-Closing Employment Agreements
provided above does not purport to be complete and is qualified
in its entirety by reference to the full text of the Amended and
Restated Post-Closing Employment Agreements, which have been
filed as Exhibits 10.1 and 10.2 to this Current Report on Form
8-K and are
incorporated herein by reference. The disclosure provided in the
Original 8-K is incorporated herein by reference, and capitalized
terms used herein but not otherwise defined shall have the
meanings ascribed to them in the Original 8-K.
| Item9.01. | Financial Statements and Exhibits. |
(d)
Exhibits
| Exhibit10.1 |
Amended letter agreement by and between the Parent and Dr.Raluca Dinu, dated as of February28, 2017 |
|
| Exhibit 10.2 |
Amended letter agreement by and between the Parent and Andrea Betti-Berutto, dated as of February28, 2017 |
About GIGPEAK, INC. (NYSEMKT:GIG)
GigPeak, Inc., formerly GigOptix, Inc. is a semiconductor designer, developer and supplier of a range of analog, digital and mixed signal components to enable information streaming over the telecom networks, datacom infrastructure and consumer electronics links. The Company’s business is made up of two product lines: High-Speed Communications (HSC) product line and Industrial product line. The Company’s product portfolio provides solutions in markets, such as fiber-optics telecom, wireless backhaul, data communication and consumer electronics, mil-aero, instrumentation and medical equipment for applications, such as linecards and transponders, active optical cables and pluggables, point-to-point wireless radios, military electronic warfare systems, avionics electronics, global positioning system (GPS) systems and diverse medical equipment, such as ultrasound imaging, X-Ray, magnetic resonance imaging (MRI), computed tomography (CT) scan and defibrillators. GIGPEAK, INC. (NYSEMKT:GIG) Recent Trading Information
GIGPEAK, INC. (NYSEMKT:GIG) closed its last trading session down -0.01 at 3.06 with 345,844 shares trading hands.
