8-KLeadership ChangesExhibits & Filings

COHERENT CORP. 8-K Report, Executive Changes (May 10, 2007)

Filed May 10, 2007For Securities:COHR

Summary

This Form 8-K filing by II-VI Incorporated (now Coherent Corp.) on May 10, 2007, primarily announces a significant leadership transition. Francis J. Kramer was appointed as the new Chief Executive Officer, effective July 1, 2007, taking over from Carl J. Johnson, who will continue as Chairman of the Board. Mr. Kramer, who has been with the company since 1983 and served as President and COO, will also retain his role as President. The filing also details the terms of Mr. Kramer's new employment agreement, including his salary, eligibility for bonuses and benefits, and provisions related to potential termination or a change of control. Notably, in anticipation of potential limitations on severance payments under IRC Section 280G, his outstanding stock options will have accelerated vesting by June 30, 2007, and future awards may be fully vested upon issuance. These changes signal a structured succession plan and a focus on retaining key leadership talent.

Key Highlights

  • 1Francis J. Kramer appointed as Chief Executive Officer, effective July 1, 2007.
  • 2Carl J. Johnson will transition from CEO to Chairman of the Board.
  • 3Mr. Kramer will continue in his role as President.
  • 4An Amended and Restated Employment Agreement was entered into with Mr. Kramer.
  • 5Mr. Kramer's annual salary will be $360,000.
  • 6Stock options held by Mr. Kramer will have accelerated vesting by June 30, 2007.
  • 7Future stock-based awards for Mr. Kramer may be fully vested upon issuance.

Frequently Asked Questions

The primary purpose of this 8-K filing is to report a significant change in the company's executive leadership. It announces the appointment of Francis J. Kramer as the new Chief Executive Officer and outlines the terms of his employment agreement.

Francis J. Kramer is replacing Carl J. Johnson as Chief Executive Officer. Carl J. Johnson will remain with the company as Chairman of the Board.

Mr. Kramer will receive an annual salary of $360,000, be eligible for bonuses and benefits, and will have his outstanding stock options vested by June 30, 2007, with potential for future stock awards to be fully vested upon issuance, particularly to address potential tax implications related to change of control.

The appointment of Francis J. Kramer as Chief Executive Officer will be effective on July 1, 2007.