01—Abstract
Summary
Summary of the 8-K filed October 26, 2011. Cited figures are marked; the original filing is the authoritative source.
This 8-K filing from Cadence Design Systems, Inc. (CDNS) on October 26, 2011, reports on the employment agreement entered into with its Senior Vice President and Chief Financial Officer, Geoffrey G.
Ribar, effective October 21, 2011. The agreement details severance benefits and equity vesting provisions under various termination scenarios, including termination by the company without cause, constructive termination by the officer, death, or permanent disability. It also outlines enhanced provisions in the event of a Change in Control.
02—Key points
Key Highlights
- Cadence Design Systems entered into a new employment agreement with CFO Geoffrey G. Ribar, effective October 21, 2011.
- The agreement specifies benefits for termination by Cadence without 'Cause' or by Mr. Ribar due to 'Constructive Termination'.
- Severance includes continued salary and insurance coverage under specific conditions.
- Outstanding unvested stock options and incentive awards may vest upon termination under certain circumstances.
- Enhanced severance and accelerated vesting apply if termination occurs within a specified period before or after a 'Change in Control'.
- Benefits are not provided for termination 'for Cause', 'Permanent Disability', death, or voluntary resignation (unless constructive).
- Provisions for death or 'Permanent Disability' include accelerated vesting of certain awards and potential COBRA premium payments.
03—Questions
Frequently Asked Questions
What is the primary purpose of this 8-K filing?
This 8-K filing reports on the execution of a new employment agreement between Cadence Design Systems and its Chief Financial Officer, Geoffrey G. Ribar, detailing specific terms related to his compensation, severance, and equity.
What happens to Mr. Ribar's equity awards if his employment is terminated?
Depending on the circumstances of termination (e.g., termination by the company without cause, constructive termination, or a change in control), outstanding unvested stock options and incentive stock awards may vest either partially over the succeeding 12 months or fully. Performance-based awards continue to vest if performance targets are met within a specified timeframe.
Are there any specific provisions related to a 'Change in Control'?
Yes, if Mr. Ribar's employment is terminated without 'Cause' or due to 'Constructive Termination' within three months before or thirteen months after a 'Change in Control', his severance payments (specifically the lump-sum salary payments) will be increased, and all outstanding stock options and incentive stock awards will vest immediately and become exercisable.
What benefits does Mr. Ribar receive if his employment is terminated due to death or permanent disability?
In the event of death or permanent disability, and upon execution of a release, unvested options and incentive stock awards that would have vested within the next 12 months will vest and remain exercisable for 24 months (or until the original expiration date). If terminated due to permanent disability, Cadence may also pay COBRA premiums for 12 months.
04—Continue