Summary
This 8-K filing from Analog Devices, Inc. (ADI) on January 19, 2010, details an Amended and Restated Employment Agreement with Jerald G. Fishman, extending his employment through fiscal 2012. The agreement maintains Mr. Fishman's base salary and annual bonus target percentage, while also granting him 160,000 restricted stock units (RSUs) vesting in 2013 or upon a change in control. This is noted as the expected sole equity award during the extended term, following no equity grants in 2008 and 2009. The filing also addresses adjustments to Mr. Fishman's Deferred Compensation Plan (DCP) and clarifies severance provisions in case of termination without cause or for good reason. Importantly, the agreement includes a clause where Analog will no longer indemnify Mr. Fishman for excess parachute payment taxes in the event of a change in control, modifying the prior 2007 Retention Agreement.
Key Highlights
- 1Jerald G. Fishman's employment agreement has been extended through fiscal 2012.
- 2Mr. Fishman's base salary remains $930,935, and his annual bonus target is 160% of base salary.
- 3A grant of 160,000 restricted stock units (RSUs) was awarded to Mr. Fishman, vesting on January 15, 2013, or upon a change in control.
- 4This RSU grant is expected to be the only equity award made to Mr. Fishman during the extended employment period.
- 5The filing clarifies deferred compensation plan (DCP) crediting and payment terms, including additional earnings on his DCP account.
- 6Termination provisions for Mr. Fishman include severance pay (base salary and target bonus) and accelerated equity vesting if terminated by the company without cause or by him for good reason.
- 7Analog Devices will no longer indemnify Mr. Fishman for excess parachute payment taxes related to a change in control.