Attached files
| file | filename |
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| EX-10.2 - KULICKE & SOFFA INDUSTRIES INC | v198575_ex10-2.htm |
| EX-10.1 - KULICKE & SOFFA INDUSTRIES INC | v198575_ex10-1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date
of report (Date of earliest event reported): October 7, 2010
KULICKE
AND SOFFA INDUSTRIES, INC.
(Exact
name of registrant as specified in its charter)
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Pennsylvania
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000-00121
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23-1498399
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(State
or Other Jurisdiction
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(Commission
File Number)
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(I.R.S.
Employer
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of
Incorporation)
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Identification
No.)
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1005
Virginia Drive, Fort Washington, PA
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19034
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (215) 784-6000
(Former
name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below):
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item 5.02
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
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As previously announced, Bruno Guilmart
succeeded C. Scott Kulicke as chief executive officer of Kulicke and Soffa
Industries, Inc. (the “Company”) on October 1, 2010. Mr. Kulicke’s
last day as chief executive officer of the Company was September 30, 2010 and
his last day of employment was October 9, 2010.
On
October 7, 2010, the Company entered into a letter agreement (the “Letter”) with
Mr. Kulicke, which describes certain arrangements with Mr. Kulicke related to
his retirement.
Mr. Kulicke will receive his earned but
unpaid base salary through October 9, 2010, and a cash incentive payment, if
earned, under the Company’s Officer Incentive Compensation Plan for the
Company’s fourth fiscal quarter ended October 2, 2010. There will be no changes
to the terms of his outstanding equity awards. Mr. Kulicke will
receive deferred cash payments equal to the difference, if any, between (i) the
fair market value of the shares of common stock of the Company to which he would
have been entitled pursuant to the performance share unit awards granted to him
in 2008 and 2009 had he remained employed through June 30, 2011 and (ii) the
fair market value of the shares of common stock of the Company actually received
by him pursuant to such awards. The deferred cash payments, if any,
will be paid in February 2012 and July 2011, respectively. June 30,
2011 was Mr. Kulicke’s announced targeted retirement date. The
deferred cash payments, incentive compensation payment and performance-based
equity awards will remain subject to the Company’s Policy on Recovery of
Previously Paid Compensation.
On October 7, 2010, the Company also
entered into a Consulting Agreement (the “Consulting Agreement”) with Mr.
Kulicke pursuant to which he has agreed to provide further assistance in
transitioning to a new chief executive officer. The Consulting
Agreement was effective on October 11, 2010 and continues for a period of
36 months. Under the Consulting Agreement, Mr. Kulicke will receive
$22,916 per month and an additional amount each month equal to the premiums
payable by Mr. Kulicke for continued medical, dental and prescription coverage
for the 36 month period. The Company has the option of paying this
amount directly to the insurers. Mr. Kulicke will also be subject to
customary confidentiality, non-competition and non-solicitation
provisions.
The summary of the terms of the Letter
and the Consulting Agreement are qualified in their entirety by reference to the
actual terms of the agreements, which are included as Exhibits 10.1 and 10.2,
respectively, and incorporated by reference herein.
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Item
9.01
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Financial
Statements and Exhibits.
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(d)
Exhibits.
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Exhibit No.
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Description
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10.1
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Letter
Agreement by and between Kulicke and Soffa Industries, Inc. and C. Scott
Kulicke dated as of October 7, 2010.
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10.2
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Consulting
Agreement by and between Kulicke and Soffa Industries, Inc. and C. Scott
Kulicke dated as of October 7,
2010.
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SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
October
12, 2010
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KULICKE
AND SOFFA INDUSTRIES, INC.
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By:
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/s/
David J. Anderson
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Name:
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David
J. Anderson
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Title:
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Vice
President and General
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Counsel
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EXHIBIT
INDEX
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Exhibit No.
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Description
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10.1
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Letter
Agreement by and between Kulicke and Soffa Industries, Inc. and C. Scott
Kulicke dated as of October 7, 2010.
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10.2
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Consulting
Agreement by and between Kulicke and Soffa Industries, Inc. and C. Scott
Kulicke dated as of October 7,
2010.
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