Exhibit 10.8
POWER INTEGRATIONS,
INC.
EXECUTIVE OFFICER BENEFITS
AGREEMENT
T HIS E XECUTIVE O FFICER B ENEFITS A GREEMENT (the “Agreement” ) is
made and entered into as of November 5, 2008 (the
“Effective Date” ), by and between
P OWER
I NTEGRATIONS , I NC ., a
Delaware corporation, (the “ Company ”)
and B ILL
R OESCHLEIN (“ Executive
”).
R ECITALS
A. Executive is an executive officer
of the Company and possesses valuable knowledge of the Company, its
business and operations, and the markets in which the Company
competes.
B. The Company draws upon the
knowledge, experience and advice of Executive in order to manage
its business for the benefit of the Company’s
stockholders.
C. The Board of Directors desires to
supplement Executive’s employment arrangements so as to
provide additional compensation and benefits to the Executive to
encourage Executive to continue to devote his attention and
dedication to the Company and to create additional incentives to
continue his employment with the Company.
A GREEMENT
T HEREFORE , in
consideration of the mutual agreements, covenants and
considerations contained herein, the undersigned hereby agree and
acknowledge as follows:
1. The parties hereby agree to the terms hereof,
including the terms set forth on Exhibit A hereto. With reference
to Section 1(f) of Exhibit A, the Compensation Committee of
the Board of Directors has determined that during the first year of
continuous service as an executive officer of the Company,
Executive shall be entitled to the benefits under this Agreement
other than with respect to Sections 5, 6 and 7 of Exhibit
A.
2. This Agreement may only be modified or amended
by a supplemental written agreement signed by Executive and the
Company.
I N W ITNESS W HEREOF , the
undersigned have executed this E XECUTIVE O FFICER B ENEFITS A GREEMENT , intending to be legally bound as of the
Effective Date.
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COMPANY:
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P
OWER I NTEGRATIONS , I NC .
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By:
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Name: Balu Balakrishnan
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Title: President
and CEO
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EXECUTIVE:
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Bill
Roeschlein
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Address for
Notice: Executive’s home address as reflected in the records
of the Company
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2.
E XHIBIT A
TERMS OF EXECUTIVE OFFICER
BENEFITS AGREEMENT
Effective : November 5, 2008
1. Definitions
. As used in this Agreement, unless
the context requires a different meaning, the following terms shall
have the meanings set forth herein:
(a) “ Cause ”
means:
(i) A material act of theft, dishonesty, fraud,
intentional falsification of any employment or Company records or
the commission of any criminal act which impairs Executive’s
ability to perform his/her duties under this Agreement;
(ii) A material improper disclosure of the
Company’s confidential, business or proprietary information
by Executive;
(iii) Any action by Executive intentionally causing or
expected to cause material harm to the reputation and standing of
the Company, or gross negligence or willful misconduct in the
performance of Executive’s assigned duties (but not mere
unsatisfactory performance); or
(iv) The Executive’s conviction (including any
plea of guilty or nolo contendere) for a felony causing material
harm to the reputation and standing of the Company, as determined
by the Company in good faith.
(b) “ Change of Control ”
means:
(i) Any “ person ” (as
such term is used in Sections 13(d) and 14(d) of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”)),
other than a trustee or other fiduciary holding securities of the
Company under an employee benefit plan of the Company becomes the
“beneficial owner” (as defined in Rule 13d-3
promulgated under the Exchange Act), directly or indirectly, of
securities of the Company representing 50% or more of (A) the
outstanding shares of common stock of the Company or (B) the
combined voting power of the Company’s then-outstanding
securities;
(ii) The Company is party to a merger or
consolidation which results in the holders of voting securities of
the Company outstanding immediately prior thereto failing to
continue to represent (either by remaining outstanding or by being
converted into voting securities of the surviving entity) at least
50% of the combined voting power of the voting securities of the
Company or such surviving entity outstanding immediately after such
merger or consolidation;
(iii) There occurs a change in the Board of Directors
of the Company within a two-year period, as a result of which fewer
than a majority of the Directors are Incumbent Directors. For
purposes of this Agreement, an “Incumbent Director” is
any director who is either:
(A) A director of the Company as of January 1,
2007; or
(B) A director who is elected or nominated for
election to the Board of Directors of the Company with the
affirmative votes of at least a majority of the Incumbent Directors
at the time of such election or nomination (but shall not include
an individual whose election or nomination is in connection with an
actual or threatened proxy contest relating to the election of
directors to the Company).
(iv) The sale or disposition of 50% or more of the
Company’s assets (or consummation of any transaction having
similar effect); or
(v) The dissolution or liquidation of the
Company.
(c) “ Company ” shall mean
Power Integrations, Inc., and following a Change of Control, any
successor or assign to its business and/or assets that agrees or
otherwise becomes bound by all the terms and provisions of this
Agreement by operation of law.
(d) “ Competition ” shall
mean rendering services for any organization or engaging in any
business directly competitive with the Company or materially
contrary or harmful to the interests of the Company, including, but
not limited to (i) accepting employment with, or serving as a
consultant, advisor or in any other capacity to, the division or
other portion of the business of any employer which competes
directly with the Company; (ii) materially acting against the
interest of the Company or (iii) personally recruiting,
directly or indirectly, any person who is then an employee of the
Company.
(e) “ Good Reason ” means
the occurrence of any of the following conditions, without
Executive’s written consent, which condition(s) remain(s) in
effect 20 days after written notice to the Board from Executive of
such condition(s), if such notice is given within one year of the
occurrence of such condition(s):
(i) A material decrease or planned decrease in
Executive’s annual salary, targeted annual incentive bonus or
employee benefits following a Change of Control;
(ii) A demotion, a material reduction in
Executive’s position, responsibilities or duties or a
material, adverse change in Executive’s substantive
functional responsibilities or duties, provided, however, that in
the event of a Change of Control, Executive will not be deemed
demoted nor his position, responsibilities or duties materially
reduced or his substantive functional responsibilities or duties
materially adversely changed if Executive is responsible for
substantially the same function that Executive had in the Company
and such function and the responsibilities and duties thereof are
similar to those of like situated employees of the acquirer
employed in other subsidiaries, divisions, or units.
(iii) The relocation of Executive’s work place
for the Company to a location more than fifty (50) miles from
the current location of Executive’s work place or a material
adverse change in the working conditions or established working
hours which persist for a period of six continuous months;
or
2.
(iv) Any material breach of this Agreement by the
Company.
(f) “ New Executive ”
means an Executive who has served as an executive of the Company
for fewer than five years. Executive’s service to the Company
as an executive will be deemed to begin upon the date of
commencement of employment as an executive officer or upon the date
of promotion to an executive officer position. A New Executive will
be first eligible for the benefits under this Agreement upon the
completion of one year of continuous service as an executive
officer of the Company, unless the Board of Directors or
Compensation Committee determines otherwise.
(g) “ Permanent Disability
” means that:
(i) The Executive has been incapacitated by bodily
injury or disease so as to be prevented thereby from engaging in
the performance of the Executive’s duties;
(ii) Such total incapacity shall have continued for a
period of six consecutive months; and
(iii) Such incapacity will, in the opinion of a
qualified physician, be permanent and continuous during the
remainder of the Executive’s life.
(h) “ Senior Executive ”
means an Executive who has served continuously as an executive of
the Company for at least five years. Executive’s service to
the Company as an executive will be deemed to begin upon the date
of commencement of employment as an executive officer or upon the
date of promotion to an executive officer position.
(i) “ Termination of Employment
” means:
(i) Any termination of employment of the Executive
by the Company without Cause; and
(ii) Any resignation by the Executive for Good
Reason.
(j) “ Termination of Employment
” shall not include any termination of the employment of the
Executive (a) by the Company for Cause; (b) as a result
of Permanent Disability of the Executive; (c) as a result of
the death of the Executive; (d) as a result of the voluntary
termination of employment by the Executive for reasons other than
Good Reason; or (e) a Termination Upon Change of
Control.
(k) “ Termination Upon Change of
Control ” means:
(i) Any termination of the employment of the
Executive by the Company without Cause on or within eighteen
(18) months after (i) the occurrence of a Change of
Control; or (ii) the date that the person serving as of the
Effective Date as Chief Executive Officer of the company ceases to
serve in such office.
3.
(ii) Any resignation by the Executive for Good Reason
within eighteen (18) months after (i) the occurrence of a
Change of Control or (ii) the date that the person serving as
of the Effective Date as Chief Executive Officer of the Company
ceases to serve in such office.
(l) “ Termination Upon Change of
Control ” shall not include any termination of the
employment of the Executive (a) by the Company for Cause;
(b) as a result of the Permanent Disability of the Executive;
(c) as a result of the death of the Executive; or (d) as
a result of the voluntary termination of employment by the
Executive for reasons other than Good Reason.
2. Position and
Duties. Executive shall
continue to be an at-will employee of the Company employed in
his/her current position at his/her then current salary rate.
Executive shall also be entitled to continue to participate in and
to receive benefits on the same basis as other executive or senior
staff members under any of the Company’s employee benefit
plans as in effect from time to time. In addition, Executive shall
be entitled to the benefits afforded to other employees similarly
situated under the Company’s vacation, holiday and business
expense reimbursement policies. Executive agrees to devote the
business time, energy and skill necessary to execute his/her duties
at the Company. These duties shall include, but not be limited to,
any duties consistent with his/her position which may be assigned
to Executive from time to time.
3. Acceleration of Vesting of
Stock Options Upon a Change of Control . In the event of a Change of Control, and
provided that Executive’s employment with the Company has not
terminated prior to such date, all stock options granted by the
Company to the Executive prior to the Change of Control shall have
their vesting accelerated, such that 25% of the then unvested
shares will be deemed vested and exercisable as of the consummation
of the Change of Control. Notwithstanding the foregoing, if the
Change of Control does not require the assumption or substitution
by the acquiring entity (or parent thereof) of all of the
Company’s obligations of the then outstanding stock options,
then (i) if Executive is a New Executive, 50% of the then
unvested shares will be accelerated and deemed vested and
exercisable ten (10) days prior to the consummation of the
Change of Control; or (ii) if Executive is a Senior Executive,
100% of the then unvested shares will be accelerated and deemed
vested and exercisable ten (10) days prior to the consummation
of the Change of Control. In the event of a Change of Control, the
Company undertakes to facilitate Executive’s receipt of the
benefits set forth in this section by providing written notice to
Executive, at least ten (10) days in advance of the closing of
such transaction, which (i) indicates the anticipated timing
and material economic terms of the anticipated transaction and
(ii) references the Executive’s rights under this
Section 3. The Company shall also provide appropriate option
exercise forms and instructions to assist Executive in exercising
his or her rights to acquire securities of the Company on or prior
to the consummation of the Change of Control. Executive is strongly
encouraged to consult with his or her tax and financial advisor
prior to electing to exercise any option pursuant to this
Agreement.
4.
4. Termination Upon Change of
Control .
(a) Severance Benefits
. In the event of the
Executive’s Termination Upon Change of Control, Executive
shall be entitled to the following separation benefits:
(i) All salary, accrued but unused vacation earned
through the date of Executive’s termination and
Executive’s target bonus for the year in which termination
occurs, prorated through the date of Executive’s
termination;
(ii) Within four