Attached files
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EX-10.49 - EX-10.49 - TRIDENT MICROSYSTEMS INC | f57655exv10w49.htm |
EX-10.48 - EX-10.48 - TRIDENT MICROSYSTEMS INC | f57655exv10w48.htm |
EX-10.50 - EX-10.50 - TRIDENT MICROSYSTEMS INC | f57655exv10w50.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Form 8-K
Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 15, 2010
TRIDENT MICROSYSTEMS, INC.
(Exact name of registrant as specified in its charter)
0-20784
(Commission File Number)
Delaware | 77-0156584 | |
(State or other jurisdiction of incorporation) | (I.R.S. Employer Identification No.) |
1170 Kifer Road
Sunnyvale, California 94086
Sunnyvale, California 94086
(Address of principal executive offices, with zip code)
(408) 962-5000
(Registrants telephone number, including area code)
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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of
Principal Officers; Compensatory Arrangements of Certain Officers.
(e)
On December 15, 2010, the Compensation Committee of the Board of Directors of Trident
Microsystems, Inc. (the Company) approved certain changes in executive compensation.
The Compensation Committee approved an amendment and restatement (the Amended ERSP) of the
Companys Executive Retention and Severance Plan (the Prior ERSP) that will provide executive
officers and key employees designated by the Compensation Committee with the specified compensation
and benefits if the participants employment is terminated without Cause and such termination
occurs on a date which is not during a change in control period. A change in control period begins
upon a change in control of the Company and ends 24 months following such change in control for the
chief executive officer, and 18 months following such change in control for participants other than
the chief executive officer.
Upon a qualifying termination during
other than a change in control period, a participant would be entitled to a lump sum payment of an
amount equal to 12 months of the participants base salary rate, which for this purpose means the
participants monthly base salary rate in effect immediately prior to the participants
termination. In addition, the Company would pay the premiums required to continue the group health
insurance coverage for the participant and his or her dependents under the Consolidated Omnibus
Reconciliation Act of 1985 (COBRA) until the earlier of 12 months following the termination or
such time as the participant becomes eligible to receive group health insurance coverage under
another employers health benefits plans.
In addition to the foregoing benefits, the chief executive officer would be entitled to a lump
sum payment of 100% of his or her annual bonus rate, determined for this purpose as the aggregate
of all annual incentive bonuses that would be earned by the chief executive officer for the fiscal
year of termination (assuming 100% of all applicable performance goals were achieved). Further,
the vesting, exercisability and settlement of each of the chief executive officers outstanding
equity awards would be accelerated with respect to the unvested portion of such equity awards that
would have become vested during the one-year period following the date of his or her termination.
Payment of the foregoing severance benefits under the Amended ERSP will be subject to the
participants execution of a general release of claims against the Company.
The terms of the Prior ERSP, which provide executive officers and key employees designated by
the Compensation Committee with the specified compensation and benefits if the participants
employment is terminated without Cause or the participant resigns for Good Reason during a
change in control period, were retained in the Amended ERSP without material change.
The benefits that would otherwise be payable to certain executive officers under the Amended
ERSP will be modified or superseded pursuant to the terms of such executive officers participation
agreement under the Amended ERSP. Pursuant to his participation agreement, Christos Lagomichos
will receive the severance benefits set forth in his letter agreement with the Company upon his
termination without Cause during other than a change in control period in lieu of the benefits
described in the Amended ERSP. Pursuant to his participation agreement, Richard H. Janney will be
entitled to receive a lump sum payment of an amount equal to 6 months of his base salary rate and
payment by the Company of six months of COBRA premiums upon his termination without Cause during
other than a change in control period. Pursuant to the participation agreements with each of
Sylvia Summers Couder and David Teichmann, the severance benefits payable to such officers under
their respective letter agreements with the Company will be superseded, including any benefits
payable to Mr. Teichmann thereunder upon a termination of his employment for Cause. If Ms.
Couder or Mr. Teichmann resigns for Good Reason during other than a change in control period, she
or he will be entitled to receive the same benefits that would be payable under the Amended ERSP in
connection with a termination without Cause other than during a change in control period. In
addition, in the event of a termination without Cause or resignation for Good Reason of Ms.
Couder or Mr. Teichmann which occurs during such executives respective change in control period,
the period within which such officer may exercise any vested options (including options as to which
vesting has been accelerated) will be extended to one year following such event. The foregoing participation agreement terms for
Ms. Couder and Mr. Teichmann are materially consistent with the corresponding superseded terms from their respective letter agreements.
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The Compensation Committee also approved a Change of Control Policy for Non-Executive Officers
and Employees (the Equity Policy) and the amendment of each form of agreement under the Companys
2010 Equity Incentive Plan. Pursuant to the Equity Policy and the form agreement amendments, all
of the Companys equity awards will be subject to change in control terms that are materially
consistent with the equity-related change in control terms set forth in the Amended ERSP. If, as a
result of a change in control, a buyer agrees to assume or continue the Companys outstanding
service-based vesting equity awards (converting them into awards for the buyers stock or other
acquisition consideration) or to issue replacement awards for the buyers stock, vesting would not
accelerate at the time of the change in control. Any service-based vesting equity awards that the
buyer will not agree to assume, continue or replace in connection with the change in control will
vest in full immediately prior to the change in control so that they may be exercised or settled
upon the change in control. The vesting of any service-based vesting equity award that is assumed,
continued or replaced by the buyer will be accelerated in full if the participant is terminated
other than for Cause or resigns for Good Reason within the change in control period, which
begins upon a change in control of the Company and ends 18 months following such change in control.
The vesting of all Company equity awards of any kind under which vesting is based upon the
achievement of performance goals (such as attainment of a target stock price or achievement of a
Company financial goal) will be accelerated in full (assuming 100% of the target level of
performance were achieved) immediately prior to the change in control, so that they may be
exercised or settled upon the change in control. The foregoing benefits relating to accelerated
vesting following a termination or resignation of employment during a change in control period will
be subject to the award holders execution of a general release of claims against the Company.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. | Description | |
10.48
|
Amended and Restated Executive Retention and Severance Plan, effective as of December 15, 2010. | |
10.49
|
Change of Control Policy for Non-Executive Officers and Employees. | |
10.50
|
Amended Forms of Agreements under 2010 Equity Incentive Plan. |
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SIGNATURES
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.
Date: December 17, 2010
TRIDENT MICROSYSTEMS, INC. |
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/s/ David L. Teichmann | ||||
David L. Teichmann | ||||
Executive Vice President, General Counsel & Corporate Secretary |
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