Attached files
| file | filename |
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| 8-K - KULICKE & SOFFA INDUSTRIES INC | v193070_8k.htm |
| EX-99.1 - KULICKE & SOFFA INDUSTRIES INC | v193070_ex99-1.htm |
Exhibit
10.1
August 6,
2010
Mr. Bruno
Guilmart
Dear
Bruno:
As we discussed, the principal terms of
your employment with Kulicke & Soffa Pte Ltd. (the “Company”) are set forth
below. If you are in agreement, please sign, date and return a copy
of this letter.
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Start
Date:
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September
30, 2010
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Title:
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President
and Chief Executive Officer
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Location:
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Singapore
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Base
Salary:
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An
amount in Singapore dollars equal to US$615,000 per annum converted using
the 30 day average exchange rate on the date of this letter, payable in
accordance with Company practice.
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Incentive
Cash Bonus:
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Annual
Target is 100% of Base Salary with upside up to a maximum of 200% for
outstanding performance. Bonuses are awarded and paid
quarterly. Performance targets will be determined by the
Management Development and Compensation Committee of the Board of
Directors of Kulicke and Soffa Industries, Inc. (“KSI”) after consultation
with you.
Please
refer Company’s Proxy Statement dated 12/31/2009 for plan
details.
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Initial
Annual Equity Grant:
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You
will be granted US$1.2 Million in Performance Share Units under the KSI
2009 Equity Plan. At the end of the three year performance
period, the payout will be between zero and 200% of the number of share
units granted, based upon shareholder return relative to a market
index.
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The
vesting of Performance Share Units will be tied to total shareholder
return relative to the companies comprising the Philadelphia Semiconductor
Index on the date of grant, measured over the three-year performance
measurement period. Performance Share Units will vest at the end of the
period between zero and 200% based on performance described below. If you
retire, die, become disabled, or are involuntarily terminated without
cause (as defined in the 2009 Equity Plan) before the end of the
three-year performance measurement period, the performance shares will
vest pro rata based on your length of employment during the performance
period, to the extent the performance goals are met for the performance
period.
The
final vesting of your performance-based share awards will be expressed as
a full percentage point ranging from 0% to 200% ranging from 50% payout
for 25th
percentile performance to 200% payout for 99th
percentile performance, with 100% payout at 50th
percentile performance.
Please
refer to KSI’s Proxy Statement dated 12/31/2009 and the 2009 Equity Plan
for plan details.
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New
Hire Awards:
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Singapore
Assignment Bonus:
A
lump sum cash payment of US$726,000 to be paid on January 3, 2011 or
another date within one year of the Start Date as you may reasonably
request.
Restricted Stock Units
(“RSUs”)
A
first grant of 428,965 KSI Restricted Stock Units (“RSUs”) on October 1,
2010, which will vest one third on each of the first, second and third
anniversaries of the date of grant. A second grant of 75,000
RSUs on October 1, 2010, which will vest on the date of
grant.
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Benefits:
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Maintain
your ASFE-Mobility Benefit Plan in effect as of the Start Date in lieu of
Company’s Standard Health/Life policy. The Company will in good faith
review both plans and supplement the ASFE-Mobility Benefit Plan in areas
not covered sufficiently as compared to Company’s Standard Health/Life
policy, including Accidental Death & Dismemberment.
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Vacation:
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Four
(4) weeks of paid vacation per year.
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Severance:
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If
either the Company terminates your employment for any reason other than
“Cause” or if you resign for “Good Reason,” (as such terms are defined in
the KSI’s officer severance policy) you will be entitled to:
· An
amount equal to 24 months’ base salary as of the last day of your
employment, subject to your entering into a general release in favor of
the Company, KSI, and all other KSI or Company affiliates, satisfactory to
the Company. If you do not enter into the general release, you
will only be entitled to six months of base salary. In no event
will any severance be paid to you if you are employed by, a director of,
or an advisor to, a competitor of the Company during the applicable
severance period. Non-competition and confidentiality will be
addressed in a separate agreement between you and the
Company.
· Severance
payments will be paid as follows: salary continuation on your regularly
scheduled pay dates for 24 months.
· Continuation
of participation for you and your family in medical, prescription drug,
dental, and vision benefit programs for any applicable severance
period. This coverage would consist of the ASFE Mobility
Benefit Plan, with the supplementary coverage as described
above.
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2
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· Continuation
of eligibility to participate in Company life insurance program to a
maximum of six months after the last day of your employment, subject to
the agreement of the life insurance provider.
· Vesting
of any stock options would stop on the last day of your employment. You
would have three months after such date to exercise vested stock options,
unless different terms apply under the applicable stock option plan(s).
Any entitlement to share awards would be determined in accordance with the
terms of the applicable plan.
· The
terms of this policy are subject to modification by the KSI Board of
Directors in light of, among other things, changes in applicable
regulations or market practices.
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Change-in-control:
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We
will provide to you a change-in-control agreement, which will, in general,
provide that if your employment is terminated by the Company for any
reason other than Cause, or you terminate your employment voluntarily for
Good Reason (as such terms are defined in the change-in-control
agreement), within 18 months after a Change of Control of KSI, you will
receive the following payments and benefits:
· An
amount equal to 24 months of your annual base salary plus target annual
incentive bonus (“target” is 100% achievement), subject to you entering
into a general release in favor of the Company, KSI and its subsidiaries,
acceptable to Company. If you do not enter into the general
release, you will only be entitled to six months of base
salary.
· Continuation
of benefits during the severance period for your spouse and dependent
children at the same premium rate as in effect prior to your termination
date;
· Continuation
of eligibility to participate in the Company’s life insurance program for
a maximum of six months after the last day of your employment if permitted
by the life insurance provider; and
· Please
refer to the 2009 Equity Plan for the terms of equity awards upon a change
in control of KSI.
· You
understand that the KSI Board of Directors may review change in control
arrangements with you and other executives in the future in light of,
among other things, changes in applicable regulations or market
practices.
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Relocation:
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·
One time lump sum relocation allowance of US$250,000 on January 3,
2011 or a future date within one year of the Start Date as requested by
you, to cover movement of your household goods to Singapore, set up, of
new household in Singapore, and anticipated transaction related costs for
sale of your current
residence.
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3
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· US$10,000
per month housing allowance for 24 months, starting on January 3,
2011.
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Equity
Ownership Guideline:
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You
will be expected to reach and maintain an ownership level of 66,000 common
shares of KSI within three years of the Start Date. Under the current
Equity Ownership Guidelines, you must retain one half of your net
restricted stock awards (“net” meaning after sales to cover tax liability
incurred at vesting) until the requirement level of 66,000 shares is
reached.
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Recovery
of Previously Paid Executive Compensation:
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If
the Board of Directors of KSI or the Management Development and
Compensation Committee of the Board of Directors of KSI determines that
any fraud, gross negligence or intentional misconduct by you was a
significant factor contributing to KSI restating all or a portion of its
financial statement(s), the Board or the Committee will take, in its
discretion, such action as it deems necessary to remedy the fraud, gross
negligence or intentional misconduct and prevent its recurrence. The Board
or the Committee will also review the facts and circumstances underlying
the restatement, and if any incentive award was calculated based on the
achievement of financial results that were subsequently reduced due to a
restatement, may in its discretion (i) require reimbursement to the
Company of all or a portion of the incentive award; (ii) cancel any
unvested or outstanding incentive award; and (iii) seek reimbursement of
any gains realized on the exercise of the incentive awards. Under the
policy, the Company may seek to recover or recoup incentive awards that
were paid or vested up to 60 months prior to the date the applicable
restatement is disclosed. The terms of this policy are subject
to modification by the KSI Board of Directors in light of, among other
things, changes in applicable regulations or market
practices.
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We are
looking forward to having you join us.
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Very
truly yours,
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/s/ C. Scott Kulicke
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For
Kulicke & Soffa Pte
Ltd.
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Accepted
and Agreed:
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/s/ Bruno Guilmart
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Bruno
Guilmart
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August
6, 2010
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