8-KLeadership ChangesExhibits & Filings

COHERENT CORP. 8-K Report, Executive Changes (Sep 24, 2008)

Filed September 24, 2008For Securities:COHR

Summary

II-VI Incorporated (now Coherent Corp.) filed an 8-K on September 24, 2008, to report on new employment agreements for key executives. These agreements were entered into on September 19, 2008, and primarily concern compensation, benefits, and termination provisions for Francis J. Kramer (CEO), Vincent D. Mattera, Jr. (VP), Craig A. Creaturo (CFO), and James Martinelli (VP). The filing provides details on base salaries, eligibility for bonuses and benefits, and specific severance terms in cases of termination without cause, for good reason, or in connection with a change of control. The key takeaway for investors is the formalization of executive compensation and retention arrangements. The inclusion of severance clauses, particularly those triggered by a change of control, can be viewed as a mechanism to ensure executive commitment during potentially transitional periods. The agreements also include standard clauses related to confidentiality, intellectual property, non-competition, and non-solicitation, which are designed to protect the company's interests.

Key Highlights

  • 1II-VI Incorporated formalized employment agreements for four key executives, including the CEO and CFO, on September 19, 2008.
  • 2The new agreements detail annual base salaries for Francis J. Kramer ($433,000), Vincent D. Mattera, Jr. ($208,500), Craig A. Creaturo ($205,000), and James Martinelli ($188,000).
  • 3All executives are eligible for discretionary cash and other bonuses, as well as standard employee benefits and participation in the 2005 Omnibus Incentive Plan.
  • 4Severance provisions are outlined, including payments upon termination without 'cause,' for 'good reason,' death, disability, or in connection with a 'change of control.'
  • 5Severance payments are conditional upon the executive signing a release of liability and are not subject to tax gross-ups.
  • 6The employment agreements include standard provisions covering confidentiality, intellectual property, non-competition, and non-solicitation to protect company interests.

Frequently Asked Questions

The main purpose of this 8-K filing is to announce and provide details on the new employment agreements entered into by II-VI Incorporated with four of its key executives on September 19, 2008. These agreements cover compensation, benefits, and termination clauses.

The filing specifies annual base salaries for Francis J. Kramer ($433,000), Vincent D. Mattera, Jr. ($208,500), Craig A. Creaturo ($205,000), and James Martinelli ($188,000). All executives are eligible for discretionary cash and other bonuses, with the specifics determined at the company's discretion.

Executives are entitled to cash severance payments under several conditions, including termination by the company without 'cause,' termination by the company for any reason or by the executive for 'good reason' (especially in connection with a change of control), death, or permanent disability (for Mr. Kramer). The exact severance amounts are based on formulas defined in each respective agreement.

Yes, the employment agreements include standard clauses that protect the company's interests. These provisions cover confidentiality of company information, protection of intellectual property, non-competition with the company, and non-solicitation of employees or customers following termination.