8-KMaterial AgreementsExhibits & Filings

CADENCE DESIGN SYSTEMS INC 8-K Report, Material Agreement (Aug 4, 2005)

Filed August 4, 2005For Securities:CDNS

Summary

Cadence Design Systems, Inc. (CDNS) has filed an 8-K report detailing an Executive Transition and Release Agreement with its former Executive Chairman, H. Raymond Bingham, effective August 1, 2005. This agreement formalizes Mr. Bingham's departure and outlines his compensation and benefits during the transition period, as well as his ongoing obligations to the company. Key aspects for investors include the financial implications of Mr. Bingham's separation package, which involves accelerated vesting of stock options and awards, significant cash payments totaling $1.9 million (180% of base salary and target bonus, plus a $100,000 lump sum), and continued insurance coverage. In return, Mr. Bingham has agreed to non-solicitation and non-competition clauses and has released Cadence from all employment-related claims. The company also notes a bonus for services rendered in the first half of 2005.

Key Highlights

  • 1Cadence Design Systems entered into a material definitive agreement regarding the departure of former Executive Chairman, H. Raymond Bingham.
  • 2The agreement, effective August 1, 2005, includes executive transition and release provisions.
  • 3Mr. Bingham's unvested stock options and awards will vest immediately.
  • 4He is entitled to significant cash payments: 180% of his annual base salary ($900,000) and 180% of his target bonus ($900,000), plus a $100,000 lump sum payment, totaling $1.9 million.
  • 5Cadence will continue health, disability, and life insurance coverage for Mr. Bingham until July 31, 2006.
  • 6Mr. Bingham has agreed to non-solicitation and non-competition provisions in favor of Cadence.
  • 7A bonus for services in the first half of 2005 was also approved for Mr. Bingham.

Frequently Asked Questions

The total cash payments outlined in the agreement amount to $1.9 million, consisting of $900,000 (180% of his annual base salary) and $900,000 (180% of his annual target bonus), plus a $100,000 lump sum. This excludes the value of accelerated stock options and awards and continued insurance benefits until July 31, 2006.

Mr. Bingham is required to adhere to non-solicitation and non-competition provisions that protect Cadence's business interests. He has also released Cadence from all claims related to his employment.

The agreement provides for the immediate vesting of all unvested stock options and stock awards held by Mr. Bingham that would have vested over the subsequent 30 months. No further vesting will occur after the agreement's effective date.

The cash payments, including 180% of his base salary and target bonus, and the $100,000 lump sum, are scheduled to be paid on or about March 17, 2006. The bonus for the first half of 2005 will be calculated based on company and individual performance multipliers.