Sigma Designs, Inc. (NASDAQ:SIGM) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Sigma Designs, Inc. (NASDAQ:SIGM) 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.

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Change in Compensatory Arrangements of Interim President and Chief Executive Officer and Chief Financial Officer, Mr. Elias Nader

As previously announced and effective January 26, 2018, Mr. Elias Nader was appointed Interim President and Chief Executive Officer, in addition to his role as Senior Vice President and Chief Financial Officer of Sigma Designs, Inc. (the “Company”). Further, on February 25, 2018, he was also elected as a member of the Board of Directors.

To encourage Mr. Nader’s continued employment with the Company through the Company’s liquidation and winding up process, the Company revised the terms of his employment and instituted a retention plan for him (the “Retention Plan”). The Compensation Committee of the Company approved the Retention Plan on May 27, 2018, and Mr. Nader and the Company executed the Retention Plan on May 27, 2018. Under the terms of the Retention Plan, Mr. Nader’s base salary was increased to $394,200 with a catch-up period from January 26, 2018 through May 25, 2018.

Additionally, Mr. Nader is eligible to earn the following bonus amounts upon achievement of the specified milestones outlined below, subject to his continued employment through the date the Board of Directors certifies each achievement:

A one-time payment of $50,000 following complete wind down or closing of the sale of the Company’s mobile IOT business; and

A one-time payment of $250,000 upon the complete wind down or liquidation of the Company.

The determination of the completion of the wind down and/or liquidation of the Company will be made at the reasonable discretion of the Board of Directors.

In addition and upon execution of the Retention Plan by Mr. Nader, the Company awarded Mr. Nader a one-time bonus payment of $100,000 for his contributions to the completion of the sale of the Company’s Z-Wave business to Silicon Labs, a one-time bonus payment of $75,000 for his contributions to the completion of the sale of the Company’s Wired Connectivity business and a one-time bonus payment of $75,000 for his contributions to the completion of the sale of the Company’s Smart TV and Set-top box businesses.

The Retention Plan also acknowledges that Mr. Nader’s voluntary resignation of employment on or within 18 months following the Z-Wave sale would constitute an involuntary termination in connection with a change-of-control, and as such, to encourage Mr. Nader’s continued employment with the Company and through the implementation of the Plan of Liquidation of the Company, the Retention Plan agrees to provide him with the severance benefits to which he would have been entitled had he terminated his employment on the closing of the Z-Wave sale.

A copy of the Retention Plan by and between the Company and Mr. Nader, dated May 27, 2018 is attached as Exhibit 10.1 to this Report.

Item 9.01 Financial Statements and Exhibits

Exhibits


SIGMA DESIGNS INC Exhibit
EX-10.1 2 ex_115810.htm EXHIBIT 10.1 ex_115810.htm Exhibit 10.1         May 27,…
To view the full exhibit click here

About Sigma Designs, Inc. (NASDAQ:SIGM)

Sigma Designs, Inc. is a provider of global integrated semiconductor solutions. The Company offers media platforms for use in the home entertainment and home control markets. The Company sells its products into markets, including smart television, media connectivity, set-top box and Internet of Things (IoT) devices. The Company’s media processor product line consists of a range of functionally similar platforms that are based on integrated chips, embedded software and hardware reference designs. The Company’s media connectivity product line consists of wired home networking controller chipsets that are designed to provide connectivity solutions between various home entertainment products and incoming video streams. The Company’s IoT devices product line consists of its wireless Z-Wave chips and modules. The Company is engaged in the license of its internally developed intellectual property. It also offers legacy products that are sold into prosumer and other industrial applications.

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