ULTRA CLEAN HOLDINGS, INC. (NASDAQ:UCTT) 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 February 6, 2018, the Company entered into a Letter Agreement (the “Letter Agreement”) with Lavi A. Lev, the Company’s President, Asia, which extended Mr. Lev’s current assignment in the Company’s Singapore facilities through June 1, 2018, which date may be extended with the mutual agreement of the Company and Mr. Lev (such date, as may be extended, the “End Date”).

to the Letter Agreement, Mr. Lev will continue as the Company’s President, Asia and initially receive an annual base salary of $311,200, with an annual target bonus under the Company’s management bonus plan equal to 50% of his base salary. Mr. Lev will also be eligible for stock awards to the Company’s stock incentive plan during the term of his assignment, subject to the approval by the Company’s Compensation Committee.

Under the Letter Agreement, if Mr. Lev continuously serves in his position through the End Date and ceases to be employed by the Company following the End Date voluntarily or otherwise (unless terminated without cause prior to the End Date), subject to a release of claims, Mr. Lev will be entitled to receive a lump sum cash payment equal to the following: (i) 15 months’ of his then-current base salary, (ii) an additional three months of salary, grossed up for taxes, representing an allowance for Mr. Lev to establish residence in a location of his choosing following the End Date, (iii) an amount equal to the value of his outstanding, unvested equity awards held as of the End Date that would have vested during the period June 1, 2018 through June 2, 2019, calculated as of the End Date, (iv) an amount equal to his average annual cash bonus over the prior three fiscal years, (v) 18 months of COBRA premiums and (vi) an amount equal to the value of 10,000 restricted stock units calculated as of the End Date.

Under the Letter Agreement, “cause” is defined as (a) the failure, refusal or willful neglect of an employee to perform the services required in his/her capacity as an employee; (b) the Company forming a good faith belief that an employee has engaged in fraudulent conduct in connection with the business of the Company or its subsidiaries or that he has committed a felony; (c) breach of any trade secret or confidential information agreement with the Company or its subsidiaries; or (d) the Company forming a good faith belief that the employee has committed an act of misconduct, violated the Company’s or its subsidiaries’ anti-discrimination policies prohibiting discrimination of harassment on the grounds of race, sex, age or any other legally prohibited basis, or otherwise has cause material harm to the Company’s or is subsidiaries reputation or goodwill.

Under the Letter Agreement, Mr. Lev is also entitled to certain other benefits, including a housing and car allowance and tax equalization payments during his assignment.

The foregoing is only a summary of the terms of the Letter Agreement, and is qualified in its entirety by reference to the Letter Agreement that is filed as Exhibit 99.1 hereto.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Ultra Clean Holdings, Inc. Exhibit
EX-99.1 2 dp86649_ex9901.htm EXHIBIT 99.1 Exhibit 99.1         February 6,…
To view the full exhibit click here

About ULTRA CLEAN HOLDINGS, INC. (NASDAQ:UCTT)

Ultra Clean Holdings, Inc. is engaged in the design, engineering and manufacture of production tools, modules and subsystems. The Company’s products include precision robotic solutions; gas delivery systems; a range of industrial and automation production equipment products; subsystems that includes wafer cleaning sub-systems, chemical delivery modules, top-plate assemblies, frame assemblies, and process modules. It offers its products for the semiconductor capital equipment and equipment industry segments. It also sells to the consumer, medical, energy, industrial, flat panel and research equipment industries. It is focused on providing specialized engineering and manufacturing solutions for these applications. It provides its original equipment manufacturing (OEM) customers an outsourced solution for the development, design, component sourcing, prototyping, engineering, manufacturing and testing of advanced systems. It principal markets include North America, Asia and Europe.