On June 27, 2019, Super Micro Computer, Inc., a Delaware corporation (the “Company”), entered into a Second Amendment to Loan and Security Agreement (the “Second Amendment”), which amends that certain Loan and Security Agreement dated as of April 19, 2018 (as amended, restated, amended or restated, extended, supplemented, or otherwise modified from time to time, the “Loan Agreement”), by and among the Company, Super Micro Computer B.V., a private limited liability company formed under the laws of the Netherlands and registered with the Trade Register of the Dutch Chamber of Commerce under number 17102792 (together with the Company, individually, a “Borrower” and collectively, the “Borrowers”), the financial institutions party to the Loan Agreement from time to time as Lenders and BANK OF AMERICA, N.A., a national banking association, as administrative agent for the Lenders. Capitalized terms used herein but not otherwise defined have the meanings ascribed to them in the Loan Agreement.

The Second Amendment, among other things:

The foregoing description of the Second Amendment does not purport to be complete and is qualified in its entirety by reference to the full and complete terms of the Second Amendment, a copy of which is filed herewith as Exhibit 10.1 and is incorporated herein by reference.

Resignation of Laura Black from the Board of Directors

On June 26, 2019, Laura Black, the Company’s Audit Committee chair, resigned as a director of the Company to pursue other opportunities. The Company is grateful to Ms. Black for her hard work and dedicated service to the Company, particularly with respect to her leadership of the Audit Committee in its investigation into certain of the Company’s historical financial statements and its oversight of the Company’s restatement of certain of those historical financial statements and the preparation and filing of the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2017.

Appointment of Daniel W. Fairfax to the Board of Directors

On July 1, 2019, Daniel W. Fairfax was appointed to fill a vacancy on the Board of Directors of the Company (the “Board”). Mr. Fairfax will also serve on the Audit Committee of the Board. Mr. Fairfax served as Senior Vice President and Chief Financial Officer of Brocade Communications a networking equipment company (“Brocade”) from June 2011 to November 2017. Brocade was acquired by Broadcom in November of 2017. Mr. Fairfax previously served as Brocade’s Vice President of Global Services from August 2009 to June 2011 and Brocade’s Vice President of Business Operations from January 2009 to August 2009. Prior to Brocade Mr. Fairfax served as Chief Financial Officer of Foundry Networks, Inc. (“Foundry”), from January 2007 until December 2008. Foundry was acquired by Brocade in December 2008. Earlier in his career Mr. Fairfax served in executive financial management and/or general management positions at GoRemote Internet Communications, Ironside Technologies, Acta Technology, NeoVista Software, Siemens and Spectra-Physics. He began his career as a

consultant with the National Telecommunications Practice Group of Ernst & Young. Mr. Fairfax currently serves on the board of directors of Energous Corporation. Mr. Fairfax holds an MBA from The University of Chicago Booth School of Business and a Bachelor of Arts degree, with a major in economics, from Whitman College.

Mr. Fairfax is entitled to receive the Company’s standard non-employee director compensation. The Company reimburses non-employee directors for reasonable expenses in connection with attendance at Board and committee meetings. The Company’s non-employee directors receive an annual retainer of $60,000, payable quarterly. In addition, each director serving in a non-chairperson capacity on the Company’s Audit, Compensation or Nominating and Corporate Governance Committees receives an additional annual retainer of $15,000, $20,000 and $15,000 per committee, respectively, payable quarterly. Each non-employee director is annually granted RSUs with a total value of $220,000. Annual grants will be reduced proportionally if the person did not serve in that capacity for the full year after the annual grant.

Appointment of Audit Committee Chair

In connection with the resignation of Ms. Black and the appointment of Mr. Fairfax to the Board and the Audit Committee, the Board also appointed Tally Liu as chair of the Audit Committee. The current members of the Audit Committee are as follows: Tally Liu (Chair), Michael McAndrews, Fred Tsai and Daniel Fairfax.

Super Micro Computer, Inc. Exhibit
EX-10.1 2 exhibit101_20190701.htm EXHIBIT 10.1 Exhibit Exhibit 10.1SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENTThis SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT,…
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About SUPER MICRO COMPUTER, INC. (NASDAQ:SMCI)

Super Micro Computer, Inc. is engaged in developing and providing end-to-end green computing solutions to the cloud computing, data center, enterprise information technology (IT), big data, high performance computing (HPC) and Internet of Things (IoT)/embedded markets. The Company’s solutions range from server, storage, blade and workstations to full racks, networking devices, server management software and technology support and services. The Company sells its server systems and server subsystems and accessories through a combination of distributors, including value added resellers and system integrators, and other equipment manufacturers (OEMs). As of June 30, 2016, the Company offered over 4,950 stock keeping units (SKUs), including SKUs for server and storage systems, serverboards, chassis, power supplies and other system accessories. The Company develops and manufactures server solutions based upon a modular and open architecture.