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EX-10.1 - EX-10.1 - INTERSIL CORP/DEisil-20131016ex1018cc571.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 14, 2013

 

 

 

INTERSIL CORPORATION

(Exact name of registrant as specified in its charter)

 

 

 

 

 

 

 

 

Delaware

000-29617

59-3590018

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

 

 

 

1001 Murphy Ranch Road

 

 

Milpitas, California

 

95035

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code:  408-432-8888

 

 

 

Not applicable

(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):

¨Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 


 

 

 

 

Item 1.01

 

Entry into a Material Definitive Agreement.

 

On October 14, 2013, Intersil Corporation (the “Company”) entered into a Change in Control Severance Agreement (the “Agreement”) with Roger Wendelken, its newly-appointed Sr. Vice President of Worldwide Sales.  The Agreement provides that in the event Mr. Wendelken’s employment is terminated for certain reasons following a change in control of the Company, Mr. Wendelken would be eligible to receive, subject to his execution of a release, (i) his targeted cash bonus, prorated through the date of termination, (ii) a lump sum payment equal to one hundred percent (100%) of the sum of his annual base salary (at the rate in effect at the time of termination or the time of the change in control, whichever is higher) and target annual bonus for the year of termination, (iii) continued participation in the Company’s medical plan and other welfare benefit plans (on the same terms and conditions as were in effect at the date of termination, including provisions regarding the cost of such participation to Mr. Wendelken) for one year and reimbursements for any taxes incurred by him in connection with the receipt of such medical and welfare benefits, and (iv) full accelerated vesting of all of his stock options and restricted stock awards. In the case of performance-based stock awards, such awards would fully vest at a value determinable at the time of the change in control. Under the Agreement, a change in control would generally occur when (i) the Company’s shareholders approve certain mergers, liquidations or a sale of substantially all of the Company’s assets, (ii) any person or entity acquires 25% or more of the  Company’s voting securities, or (iii) a majority of the Company’s directors are replaced during a three-year period.

The preceding description of the Agreement is a summary only and is qualified in its entirety by reference to the Agreement, a copy of which is filed as an exhibit hereto.

 

 

 

 

Item 9.01

 

Financial Statements and Exhibits.

 

 

 

 

 

(d) Exhibits

 

 

 

Exhibit No.

 

Description

 

 

 

10.1

 

Executive Change in Control Severance Benefits Agreement between Intersil Corporation and Roger Wendelken    

 


 

 

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.

 

 

 

INTERSIL CORPORATION

October 16, 2013

By:     /s/   Thomas C. Tokos

 

Name: Thomas C. Tokos

Title: Sr. Vice President, General Counsel and Secretary