ICHOR HOLDINGS, LTD. (NASDAQ:ICHR) 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
As announced by Ichor Holdings, Ltd. (the Company) on June 29,
2017, Maurice Carson notified the Company that he intends to
retire from his position as President and Chief Financial Officer
of the Company and service as a member of the Companys Board of
Directors (the Board). The company has commenced a search for a
new Chief Financial Officer. Mr.Carson will continue to serve in
his current capacity, and on the Board of Directors, until his
replacement is hired, after which he will consult with the
company through the successful transition of his role and
responsibilities to his successor.
To ensure a smooth transition of his role and responsibilities,
the Companys wholly-owned subsidiary, Ichor Systems, Inc.
(Ichor), and Mr.Carson entered into a transition agreement dated
as of June 29, 2017 (the Transition Agreement). The Transition
Agreement provides that Mr.Carson will continue to be employed as
President and Chief Financial Officer of the Company and serve as
a member of the Board until (a)one month after the date on which
a new chief financial officer commences employment with the
Company, or (b)such later date as mutually agreed upon by
Mr.Carson and the Company in writing (as applicable, the
Separation Date). Until the Separation Date, Mr.Carson will
continue to receive his current base salary of $400,000 and the
benefits set forth in his employment agreement, dated
September19, 2014, by and between Ichor and Mr.Carson (the
Employment Agreement). Within 30 days after the Separation Date
(or earlier if required by applicable law), Ichor will pay
Mr.Carson (a)any base salary that has accrued but had not been
paid (including accrued and unpaid vacation time) on or before
the Separation Date, (b)any reimbursement due for expenses
incurred by Mr.Carson on or before the Separation Date and (c)any
other amounts required under applicable law.
Subject to Mr.Carsons execution of a general release of claims
(the Release) within 60 days following the Separation Date, and
in lieu of any compensation or other consideration due to
Mr.Carson under the Employment Agreement or otherwise,
(a)Mr.Carson will be entitled to receive (i)an amount equal to 12
months of his base salary at the rate in effect on the Separation
Date, payable in equal installments over such period, (ii)the
incentive bonus that would have been earned by Mr.Carson for the
semi-annual period commencing on July1, 2017 and ending on
December31, 2017, had he been eligible to participate in the
Companys bonus program for that period, and based on the Companys
actual performance and calculated as if he had remained employed
through December31, 2017 and (iii)an additional amount equal to
the product of $300,000 (the target bonus amount under the
Employment Agreement) and a fraction, (A)the numerator of which
is the number of days between (y)the Separation Date and
December31, 2017 or (z)January1, 2018 and the Separation Date,
and (B)the denominator of which is 365, (b) the Company will
fully vest, as of the date on which the Release becomes
effective, all of Mr.Carsons incentive equity awards outstanding
as of the Separation Date and (c)during the 12 months following
the Separation Date, the Company will continue to provide
Mr.Carson and his dependents with medical benefits substantially
equivalent to those that would have been provided to them in
accordance with the Companys medical benefit plans had Mr.Carson
remained an employee of the Company at the Companys expense,
subject to certain exceptions as set forth in the Transition
Agreement.
The foregoing description of the Transition Agreement does not
purport to be complete and is subject to, and qualified in its
entirety by, the full text of the Transition Agreement, a copy of
which is filed as Exhibit 10.1 to this Current Report on Form 8-K
and incorporated by reference herein.
The Company issued a press release announcing Mr.Carsons
retirement, which is included as Exhibit 99.1 to this Current
Report on Form 8-K.
Item9.01. |
Financial Statements and Exhibits. |
| 10.1 |
Transition Agreement, dated June29, 2017, between Ichor Systems, Inc. and Maurice Carson. |
|
| 99.1 | Press Release dated June29, 2017. |
ICHOR HOLDINGS, LTD. ExhibitEX-10.1 2 d404144dex101.htm EX-10.1 EX-10.1 Exhibit 10.1 TRANSITION AGREEMENT Maurice Carson (hereafter referred to as the Employee) has notified Ichor Systems,…To view the full exhibit click here About ICHOR HOLDINGS, LTD. (NASDAQ:ICHR)
Ichor Holdings, Ltd. is engaged in the design, engineering and manufacturing of fluid delivery subsystems for semiconductor capital equipment. The Company’s primary offerings include gas and chemical delivery subsystems, collectively known as fluid delivery subsystems. Its gas delivery systems consist of gas lines, each controlled by a series of mass flow controllers, regulators, pressure transducers and valves, and an integrated electronic control system. Its gas delivery subsystems are used in equipment for dry manufacturing processes, such as etch, physical vapor deposition, epitaxy and strip. Its chemical delivery subsystems are used to precisely blend and dispense reactive chemistries and colloidal slurries critical to the specific wet front-end process, such as wet clean, electro chemical deposition (ECD) and chemical-mechanical planarization (CMP). It manufactures various components for internal use in fluid delivery systems and for direct sales to its customers.