Tessera Holding Corporation (NASDAQ:TSRA) Files An 8-K Entry into a Material Definitive Agreement

ME Staff 8-k

8 years ago

Tessera Holding Corporation (NASDAQ:TSRA) Files An 8-K Entry into a Material Definitive Agreement

Item1.01 Entry into a Material Definitive Agreement.

Indemnification Agreements

Effective as of December1, 2016, Tessera Holding entered into
indemnification agreements (the Indemnification
Agreements) with the directors and certain officers of
Tessera Holding that are substantially similar to the
indemnification agreements entered into by and between Tessera
Technologies and its directors and officers prior to the Parent
Merger. The Indemnification Agreements provide indemnification to
such directors and officers arising out of, or in connection
with, the actual or purported exercise of, or failure to
exercise, any of such persons powers, duties or responsibilities
as a director or officer of Tessera Holding or any of its
subsidiaries. Further, to the Indemnification Agreements, Tessera
Holding agrees to advance expenses incurred in defense of these
proceedings, on the terms and conditions set forth in the
Indemnification Agreements. The Indemnification Agreements also
provide procedures for requesting and obtaining indemnification
and advancement of expenses.

The foregoing description of the Indemnification Agreements does
not purport to be complete and is qualified in its entirety by
reference to the full text of the form of Indemnification
Agreements, a copy of which is attached hereto as Exhibit 10.1
and is incorporated herein by reference.

Item5.02 Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.

The information set forth in Item5.03 of this Current Report on
Form 8-K is incorporated herein by reference.

The directors of Tessera Holding are the directors of Tessera
Technologies prior to the Parent Merger and Dave Habiger. Tudor
Brown, John Chenault, Richard S. Hill, Thomas Lacey, George A.
Riedel, Christopher A. Seams and Donald E. Stout became the
directors of Tessera Holding effective as of December1, 2016.
Dave Habiger became a director of Tessera Holding effective as of
December6, 2016.

Directors

Name

Age

NGC

Tudor Brown

John Chenault

Dave Habiger

Richard S. Hill

Thomas Lacey

George A. Riedel

Christopher A. Seams

Donald E. Stout

Audit Committee

Compensation Committee

NGC

Nominating and Governance Committee

Member

Chair

Biographical information about Tessera Holdings directors other
than Mr.Habiger, and information about the compensation
arrangements continuing in effect for all such directors, is
included in Tessera Technologies Schedule 14A for the 2016 Annual
Meeting of Stockholders under Election of Directors, and is
incorporated herein by reference.

Dave Habiger served as a board member
at DTS, Inc. from March 2014 until its acquisition by Tessera on
December1, 2016, and was most recently the chair of the
Compensation Committee and a member of the Audit Committee.
Currently, Mr.Habiger is a senior advisor at Silver Lake Partners
and a venture partner with the Pritzker Group. Previously,
Mr.Habiger served as the interim CEO and member of the board of
directors at Textura, a software company focused on construction
management, through its sale to Oracle in April 2016. He also
served as CEO of NDS Group Ltd., a provider of video software and
content security solutions. Mr.Habiger served as CEO and
president of Sonic Solutions from 2005 to 2011 where he helped
grow the company to its leading position in Digital Media.
Mr.Habiger received a bachelors degree in business administration
from St. Norbert College and an M.B.A. from the University of
Chicago.

The following persons have been named as the executive officers
of Tessera Holding, and shall serve as such until removed by an
affirmative vote of the majority of the Board of Directors of
Tessera Holding (the Board) or until their resignation:


*Executive Officers*

Name	Age	Position
Robert Andersen			Executive Vice President and Chief Financial Officer
Thomas Lacey			Chief Executive Officer
Jon Kirchner			President
Geir Skaaden			Chief Products and Services Officer

Robert Andersen is executive vice
president and chief financial officer of Tessera Holding
Corporation. He became executive vice president and CFO of
Tessera Technologies, Inc. in January 2014. Prior to joining
Tessera, he served as executive vice president and CFO of G2
Holdings Corp. d/b/a Components Direct, which was acquired by
Avnet, Inc. Robert previously served as CFO at Phoenix
Technologies Ltd., which was acquired by an affiliate of Marlin
Equity Partners. Prior to his time at Phoenix Technologies, he
held senior financial roles at Wind River Systems, Inc. and
NextOffice, Inc. His finance career began at Hewlett-Packard
Company, where he served in various controller, treasury and
technology finance management roles. Robert currently serves on
the board of directors of publicly traded Quantum Corporation.
Robert holds a B.A. in economics from the University of
California, Davis, and an MBA from the Anderson School of
Management at the University of California, Los Angeles.

Thomas Lacey is chief executive officer
of Tessera Holding Corporation. He joined Tessera Technologies,
Inc.s board of directors in May 2013 and was also Tessera
Technologies, Inc.s chief executive officer. He is the former
chairman and CEO of Components Direct. Previously, Tom served as
the president, CEO and a director of Phoenix Technologies Ltd.,
and as the corporate vice president and general manager of the
SunFab Thin Film Solar Products group of Applied Materials, Inc.
He has held multiple executive-level positions with companies
including President of Flextronics Internationals Components
Division, now Vista Point Technologies; Chairman and CEO of
International Display Works; and Intel Corp roles including
President of Intel Americas and Vice President and General
Manager of Intels Flash business unit. Tom currently serves on
the board of directors of publicly traded DSP Group, Inc., where
he is the chairman of the audit committee. He holds a B.A. in
computer science from the University of California, Berkeley, and
an MBA from the Leavey School of Business at Santa Clara
University.

Jon E. Kirchner is president of Tessera
Holding Corporation. He served as DTS, Inc.s Chairman of the
Board of Directors and Chief Executive Officer from 2010 to
December 2016 and had been a member of DTS, Inc.s Board of
Directors from 2002 to December 2016. From 2001 to 2010, he
served as DTS, Inc.s Chief Executive Officer. Prior to his tenure
as Chief Executive Officer, Mr.Kirchner served at DTS from 1993
to 2001 in a number of senior leadership roles including
President, Chief Operating Officer and Chief Financial Officer.
Prior to joining DTS, Inc., Mr.Kirchner worked for the consulting
and audit groups at Price Waterhouse LLP (now
PricewaterhouseCoopers LLP), an international accounting firm. In
2012, Mr.Kirchner received the Ernst Young Technology
Entrepreneur of the Year Award for Greater Los Angeles. In 2011,
Mr.Kirchner was honored by the Producers Guild of America,
receiving the Digital 25: Leaders in Emerging Entertainment award
for being among the visionaries that have made significant
contributions to the advancement of digital entertainment and
storytelling. Mr.Kirchner currently serves on the Board of
Directors of Free Stream Media Corporation (Samba TV), a leader
in developing cross platform TV experiences for consumers and
advertisers. Mr.Kirchner is a Certified Public Accountant and
received a B.A. in Economics, cum laude, from Claremont McKenna
College.

Geir Skaaden is chief products and
services officer of Tessera Holding Corporation and leads global
sales, business development and product management for our
portfolio of imaging and audio solutions. He has served as DTS,
Inc.s Executive Vice President, Products, Platforms and Solutions
since October 2015, having previously served as DTS, Inc.s Senior
Vice President, Corporate Business Development, Digital Content
and Media Solutions since December 2013. Prior to that,
Mr.Skaaden served as DTS, Inc.s Senior Vice President, Products
Platforms from April 2012 to December 2013. From 2008 to 2012,
Mr.Skaaden served in a number of positions overseeing numerous
aspects including strategic sales, licensing operations, and
business development. Prior to joining DTS, Inc. in 2008,
Mr.Skaaden served as the Chief Executive Officer at Neural Audio
Corporation from 2004 to 2008, where he previously served as Vice
President, Corporate Development from 2002 to 2004. Mr.Skaaden
holds a B.A. in Finance from the University of Oregon, a Business
degree from the Norwegian School of Management and an M.B.A. from
the University of Washington.

Severance Arrangements with Jon E. Kirchner

Effective December1, 2016, Tessera Holding entered into a
severance agreement and a change in control severance agreement
with Mr.Kirchner.

Severance Agreement with Mr.Kirchner

Mr.Kirchners severance agreement provides that, if his employment
is terminated by us without cause or if he resigns for good
reason, except as provided in the following paragraph, he will be
entitled to receive the following severance payments and
benefits:

a lump sum cash payment equal to 50% of his annual base
salary;

his target annual bonus for the calendar year in which in
which termination occurs (which bonus shall be prorated for
the portion of the calendar year that has elapsed prior to
the date of termination);

continuation of health benefits for a period of up to 18
months following the date of termination; and

immediate acceleration of vesting of his outstanding equity
awards, excluding any performance-based awards where such
acceleration is not specifically provided for to the grant
documents, that would have vested over the 12-month period
following the date of his separation from service had he
remained continuously employed during such period.

In addition, the severance agreement provides that if Mr.Kirchner
has a separation of service due to his resignation for any reason
or if his employment is terminated by Tessera Holding without
cause, in either case, prior to June1, 2017, he will be entitled
to receive the following payments and benefits in lieu of the
severance payments and benefits described above:

a lump sum cash payment equal to 200% of his annual base
salary at the time of termination, or, if higher his annual
base salary as in effect immediately prior to December1,
2016;

a lump sum cash payment in the amount determined by
multiplying (i)the dollar amount equal to the amount of his
full retention bonus under the DTS, Inc. 2016 Executive
Retention Bonus Plan and Letter Agreement by (ii)a fraction
where the numerator is the number of days that have elapsed
from December1, 2016 through the date of his separation from
service and the denominator is 548;

200% of his most recently received annual bonus, or, if
higher, the average of his annual bonuses for the three years
immediately preceding the date of his separation from
service;

continuation of health benefits for a period of up to 24
months following the date of termination;

immediate acceleration of vesting of his outstanding stock
options and stock appreciation rights that were outstanding
as of December1, 2016 and an extension of the exercise period
of his stock options and stock appreciation rights until 5
years from the date of termination, or, if earlier, the
remaining life of the equity grants;

18 months outplacement services provided by an outplacement
vendor selected by Tessera Holding; and

his full bonus amount under the DTS, Inc. 2016 Executive
Retention Bonus Plan and Letter Agreement, reduced by an
amount equal to (i)the number of shares subject to any equity
awards that were outstanding as of December1, 2016 that have
vested during the period after December1, 2016 through the
date of his separation from service multiplied by (ii)the
fair market value per share of such shares as of the date of
his separation of service (less, in the case of stock options
or stock appreciation rights, the exercise price per share
and the cost of exercising any such equity), less applicable
withholding taxes.

The severance benefits described above will be paid upon Mr.
Kirchners execution of a general release of claims in favor of
Tessera Holding and subject to his continued compliance with the
confidentiality and proprietary rights covenant set forth in the
severance agreement.

In addition, the severance agreement provides that Mr.Kirchner is
entitled to receive up to a maximum of $25,000 for reimbursement
of legal fees and expenses incurred in connection with
negotiating and executing the agreement.

The severance agreement expires on December 1, 2018 or, if
earlier, the date on which all payments or benefits required
thereunder have been paid or provided in their entirety.

Change in Control Severance Agreement with Mr.Kirchner

The change in control severance agreement between Tessera Holding
and Mr.Kirchner provides that if his employment is involuntarily
terminated without cause or he resigns for good reason, in either
case, within 60 days prior to or within 18 months following a
change in control of Tessera Holding, he will be entitled to
receive the following severance payments and benefits:

a lump sum cash payment equal to 200% of the sum of (i)his
annual base salary and (ii)his target annual bonus for the
calendar year in which in which termination occurs;

continuation of health benefits for a period of up to 18
months following the date of termination; and

immediate acceleration of vesting of his outstanding equity
awards (with any performance-based awards vesting at target,
except to the extent alternative acceleration is specifically
provided for to the grant documents) as of the later of the
date of termination or the date of such change in control.

The severance benefits described above will be reduced by any
severance benefits payable to Mr.Kirchner under his severance
agreement and will be paid upon Mr.Kirchners execution of a
general release of claims in favor of Tessera Holding and subject
to his continued compliance with the confidentiality and
proprietary rights covenant set forth in the change in control
severance agreement.

The change in control severance agreement will expire on December
1, 2018, or, if earlier, the date on which all payments or
benefits required thereunder have been paid or provided in their
entirety; provided, that the term will automatically be extended
for 18 months following a change in control of Tessera Holding if
the term would otherwise have expired during such 18-month
period. For purposes of the change in control severance
agreement, the Mergers do not constitute a change in control.

The foregoing description of the severance agreement and change
in control severance agreement for Mr.Kirchner does not purport
to be complete and is qualified in its entirety by reference to
the full text of such agreements, copies of which will be filed
as exhibits to the Annual Report on Form 10-K to be filed with
Tessera Holding for the period ending December31, 2016.

Other Information

Other information about the compensation arrangements continuing
in effect for executive officers is included in Tessera
Technologies Schedule 14A for the 2016 Annual Meeting of
Stockholders under Compensation Discussion and Analysis and
Compensation of Executive Officers.

Item5.03 Amendments to Articles of Incorporation or
Bylaws; Change in Fiscal Year.

Effective as of December6, 2016, the Board approved an amendment
(the Amendment) to Section3.2 of Tessera Holdings Amended
and Restated Bylaws to increase the size of the Board from seven
members to eight members.

The foregoing description of the Amendment is qualified in its
entirety by reference to the full text of the Amendment, a copy
of which is attached hereto as Exhibit 3.1 hereto and is
incorporated herein by reference.

Item8.01 Other Events.

On December7, 2016, Tessera Holding issued a press release
announcing the appointment of Mr.Habiger to the Board. A copy of
the press release is attached hereto as Exhibit 99.1 and is
incorporated herein by reference.

Item9.01 Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.		Description

3.1		Amendment to Amended and Restated Bylaws, effective as of December 6, 2016

10.1		Form of Indemnification Agreement

99.1		Press Release dated December 7, 2016

About Tessera Holding Corporation (NASDAQ:TSRA)
Tessera Holding Corporation is a product and technology licensing company. The Company’s technologies and intellectual property are deployed, in areas, such as audio, computational imaging, computer vision, mobile computing and communications, memory, data storage, three dimensional (3D) semiconductor interconnect and packaging. The Company delivers smart sight and sound solutions, and 3D semiconductor interconnect solutions for mobile devices, consumer electronics, and automotive markets. The Company also addresses technologies, such as Internet of Things (IoT) and augmented reality/virtual reality (AR/VR). It offers audio solutions for mobile devices, home theater systems and cinema. The Company’s subsidiaries include Tessera Technologies, Inc., DTS, Inc., Invensas Corporation and FotoNation. Tessera Holding Corporation (NASDAQ:TSRA) Recent Trading Information
Tessera Holding Corporation (NASDAQ:TSRA) closed its last trading session up +0.25 at 40.60 with 645,156 shares trading hands.