What are the key compensation components for James Miller?

James Miller's compensation includes an initial base salary of $400,000 per year, a target annual bonus of 100% of his base salary ($400,000), and eligibility for additional restricted stock or stock option grants. He also participates in standard company benefit plans.

What severance benefits are provided if Mr. Miller's employment is terminated?

If Cadence terminates Mr. Miller's employment without 'Cause' or if he terminates due to a 'Constructive Termination,' he is eligible for benefits under a Transition Agreement. These benefits include continued employment for up to one year, continued health insurance at Cadence's expense, accelerated vesting of equity awards that would have vested within 12 months, a lump-sum payment of one year's base salary, and a lump-sum payment of one year's target bonus upon completion of the transition period.

How does a 'Change in Control' event affect Mr. Miller's employment agreement?

In the event of a 'Change in Control,' if Mr. Miller's employment is terminated without 'Cause' or if he resigns due to a 'Constructive Termination' within a 90-day window before or 13-month window after the Change in Control, all of his outstanding stock options and restricted stock awards will immediately vest in full. Other severance provisions of the Transition Agreement remain applicable.

What are the conditions for Mr. Miller to receive these severance benefits?

Mr. Miller is entitled to the severance benefits provided his employment termination is by Cadence without 'Cause' or by him due to 'Constructive Termination.' He must also execute and deliver the Transition Agreement. Benefits are not provided if employment is terminated for 'Cause,' due to disability or death, or if he voluntarily terminates employment outside of a 'Constructive Termination' scenario.

CDNS 8-K: Leadership Changes

Summary

This 8-K filing from Cadence Design Systems, Inc. (CDNS) on February 22, 2007, details the execution of an Employment Agreement with James Miller, Executive Vice President of Products and Technologies Organization, effective February 15, 2007. The agreement outlines Mr. Miller's compensation, including a base salary of $400,000, participation in the Senior Executive Bonus Plan with a target of 100% of base salary, and eligibility for restricted stock or stock options. It also specifies benefits in the event of termination by the company without cause or by Mr. Miller due to constructive termination, including continued benefits, accelerated vesting of equity awards, and severance payments tied to base salary and bonus targets. The filing also includes provisions for enhanced benefits should a termination occur within a specified window around a Change in Control event, leading to immediate full vesting of all outstanding equity awards. Investors should note the terms regarding executive compensation and potential change-in-control severance, which are standard components of executive employment agreements and can impact shareholder value depending on the circumstances of employment termination or a corporate transaction.

Key Highlights

1Cadence Design Systems entered into an Employment Agreement with James Miller, Executive Vice President, Products and Technologies Organization, on February 15, 2007.
2Mr. Miller's initial base salary is $400,000 per year.
3He is eligible for an annual target bonus of 100% of his base salary ($400,000).
4The agreement includes provisions for accelerated vesting of unvested stock options and restricted stock awards under specific termination scenarios (termination by Cadence without 'Cause' or by Mr. Miller due to 'Constructive Termination').
5Severance benefits include continued employment for up to one year, continued health insurance at Cadence's expense, and lump-sum payments equivalent to one year's base salary and target bonus.
6Enhanced severance benefits apply if termination occurs within 90 days before or 13 months after a 'Change in Control,' resulting in immediate full vesting of all outstanding equity awards.
7The filing also notes standard executive indemnification and participation in company benefit plans.

CADENCE DESIGN SYSTEMS INC 8-K Report, Executive Changes (Feb 22, 2007)

Summary

Key Highlights

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