Nanometrics Incorporated (NASDAQ:NANO) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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Nanometrics Incorporated (NASDAQ:NANO) 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 August 9, 2017, Nanometrics Incorporated entered into a Transition and Consulting Agreement (the “Transition Agreement”) with Timothy J. Stultz, Ph.D., its President and Chief Executive Officer, to which Nanometrics and Dr. Stultz agreed to the terms of his previously-announced intent to retire as an officer of Nanometrics.Under the terms of the Transition Agreement:

1.Dr. Stultz will continue his employment through the date Nanometrics appoints a successor Chief Executive Officer, or such earlier date as Nanometrics may determine in its sole discretion (the “Retirement Date”);

2.From the date of the Transition Agreement until the Retirement Date (the “Transition Period”), Dr. Stultz will remain Nanometrics’ President and CEO and perform such duties commensurate with that position, and continue to receive has base salary and remain eligible to receive his annual bonus for 2017 as determined in accordance with the performance goals previously established;

3.In the event that the Retirement Date occurs prior to December 31, 2017, and provided his employment has not terminated for Cause (as defined in the Transition Agreement): (i) Nanometrics will continue to pay Dr. Stultz’s base salary in the form of severance payments from the Retirement Date through December 31, 2017; and (ii) Dr. Stultz will remain eligible to receive, without proration, his full year annual bonus for 2017, as determined in accordance with the performance goals previously established;

4.In the event that the Retirement Date occurs after December 31, 2017: (i) Dr. Stultz’s annual bonus for 2018 will be fixed at $500,000, the same as his target bonus for 2017, and his actual bonus for 2018 will then be prorated for any portion of the year for which he is not an employee; and (ii) Nanometrics and Dr. Stultz will discuss in good faith what, if any, additional compensation would be payable to him;

5.Dr. Stultz will continue to remain a member of the Board of Directors as a non-independent director and, in that role, from and after the Retirement Date, will receive cash and equity compensation for serving on the Board on the same basis as other non-employee directors of Nanometrics at such time and receive such other benefits as the other non-executive members of the Board;

6.Following the Retirement Date, and provided that Dr. Stultz signs a release of liability in favor of Nanometrics and allows it to become effective, he will become a consultant to Nanometrics until March 31, 2020, unless terminated earlier, and during any portion of that period in which he is not a member of the Board, will receive consulting fees of $4,166 per month; and

7.Dr. Stultz’s outstanding equity awards will continue during his service as a member of the Board and/or a consultant (with certain performance stock units being converted to a time-based schedule), and will be subject to accelerated vesting in the event of a Change in Control of Nanometrics (as that term is defined in Dr. Stultz’s General Severance Benefits and Change in Control Severance Benefits Agreement with Nanometrics dated May 19, 2015).

Item 5.02 – Financial Statements and Exhibits.

Exhibit

No.

Description

10.1

Transition and Consulting Agreement, dated August 9, 2017, between Nanometrics Incorporated and Timothy J. Stultz, Ph.D.


NANOMETRICS INC Exhibit
EX-10.1 2 nano-ex101_6.htm EX-10.1 nano-ex101_6.htm   Exhibit 10.1   NANOMETRICS INCORPORATED August 9,…
To view the full exhibit click here

About Nanometrics Incorporated (NASDAQ:NANO)

Nanometrics Incorporated (Nanometrics) provides process control metrology and inspection systems used in the fabrication of integrated circuits, high-brightness light emitting diodes (HB-LEDs), discrete components and data storage devices. The Company operates in the segment of sale, design, manufacture, marketing and support of thin film and optical critical dimension systems. The Company’s automated and integrated systems address process control applications, including critical dimension and film thickness measurement, device topography, defect inspection, and analysis of various other film properties, such as optical, electrical and material characteristics. The Company’s process control solutions are deployed throughout the fabrication process, from front-end-of-line substrate manufacturing, to high-volume production of semiconductors and other devices, to advanced wafer-scale packaging applications.

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