Summary
This Form 8-K filing by Applied Materials, Inc. (AMAT) on October 9, 2009, details the formalization of a separation agreement with former executive Thomas St. Dennis. The agreement, effective if not revoked by October 12, 2009, outlines a total payment of $1,035,000 to Mr. St. Dennis, payable in installments through October 2011. It also includes provisions for immediate vesting of certain unvested stock options and performance shares upon the agreement becoming effective, alongside standard clauses for confidentiality, non-disparagement, non-solicitation, and non-competition.
Key Highlights
- 1Formal separation agreement entered into with Thomas St. Dennis on October 5, 2009.
- 2Total separation payment of $1,035,000 contingent on Mr. St. Dennis not revoking the agreement.
- 3Payment schedule includes $369,000 by November 12, 2009, and $333,000 on October 1, 2010, and October 1, 2011.
- 4If the agreement becomes effective, 200,000 stock options and 82,500 performance shares will vest immediately.
- 5Vested stock options will remain exercisable until November 20, 2009, or the option's original expiration date, whichever is earlier.
- 6The agreement includes standard post-employment obligations: confidentiality, non-disparagement, non-solicitation, and non-competition.
- 7Mr. St. Dennis' intention to resign was previously reported in a September 21, 2009, 8-K filing.
Frequently Asked Questions
The primary purpose of this 8-K filing is to disclose the formal separation agreement between Applied Materials, Inc. and its executive Thomas St. Dennis, including the terms of his compensation and post-employment obligations.
The company will pay a total of $1,035,000 to Mr. St. Dennis if the agreement is not revoked. Additionally, accelerated vesting of stock options and performance shares represents a non-cash compensation expense that will be recognized.
Mr. St. Dennis must not revoke the separation agreement by October 12, 2009, and must comply with all the terms outlined in the agreement, including confidentiality, non-disparagement, non-solicitation, and non-competition clauses.
The separation payment will be made in three installments: $369,000 on or before November 12, 2009, and $333,000 on each of October 1, 2010, and October 1, 2011, provided the agreement becomes effective.