8-KMaterial AgreementsExhibits & Filings

CADENCE DESIGN SYSTEMS INC 8-K Report, Material Agreement (Dec 30, 2004)

Filed December 30, 2004For Securities:CDNS

Summary

This 8-K filing from Cadence Design Systems, Inc. (CDNS) reports on a material definitive agreement entered into on December 30, 2004, effective January 1, 2005, with its Senior Vice President and Chief Financial Officer, William Porter. The agreement formalizes Mr. Porter's employment terms, maintaining his current base salary of $400,000 and annual target bonus of $300,000, subject to periodic review by the Board of Directors or Compensation Committee. The employment agreement also details severance provisions. In the event of termination without Cause, disability, death, or voluntary termination for reasons other than Constructive Termination, Mr. Porter is entitled to benefits outlined in an Executive Transition and Release Agreement. These benefits include continued employment as a non-executive for up to one year at $2,000 per month, continued vesting of unvested stock options and awards, a lump-sum payment equivalent to one year's base salary, and one year's target bonus. These provisions are contingent on Mr. Porter signing a release of claims and adhering to non-solicitation and non-competition clauses. Of particular note for investors is the enhanced severance package if Mr. Porter's employment is terminated without Cause or he resigns due to a Constructive Termination within a specified period (90 days before to 13 months after) a Change in Control. In such scenarios, all outstanding stock options and restricted stock awards would vest immediately, in addition to the other transition benefits. This structure aims to provide financial security for key executives during potential corporate transitions.

Key Highlights

  • 1Cadence Design Systems, Inc. entered into a new Employment Agreement with its CFO, William Porter, effective January 1, 2005.
  • 2The agreement maintains Mr. Porter's base salary at $400,000 annually and his target bonus at $300,000 annually.
  • 3These compensation figures will be subject to review by the Board or Compensation Committee.
  • 4The agreement outlines severance benefits in case of termination without Cause, disability, death, or voluntary resignation not due to Constructive Termination.
  • 5Severance includes up to one year of continued employment at a reduced salary, continued vesting of equity awards, and lump-sum payments for one year's base salary and target bonus.
  • 6A 'Change in Control' provision triggers immediate vesting of all outstanding stock options and restricted stock awards if Mr. Porter is terminated without Cause or resigns due to Constructive Termination within a defined period around the event.

Frequently Asked Questions

The primary purpose of this 8-K filing is to report the entry into a material definitive agreement, specifically the new Employment Agreement between Cadence Design Systems, Inc. and its Chief Financial Officer, William Porter.

No, the base salary of $400,000 and the annual target bonus of $300,000 remain unchanged from his current compensation. However, these amounts are subject to periodic review by the Board of Directors or the Compensation Committee.

If Mr. Porter's employment is terminated other than for 'Cause,' disability, death, or voluntary resignation not linked to a 'Constructive Termination,' he is entitled to specific severance benefits. These include up to one year of continued employment as a non-executive at $2,000/month, continued vesting of unvested stock options and awards, a lump-sum payment of one year's base salary, and a lump-sum payment of one year's target bonus, contingent on signing a release and adhering to non-compete/non-solicitation clauses.

If a 'Change in Control' occurs and Mr. Porter's employment is terminated without 'Cause' or he resigns due to a 'Constructive Termination' within a defined window around the Change in Control (90 days prior to 13 months after), all of his outstanding stock options and restricted stock awards will immediately vest in full. Other severance provisions would also apply.