8-KLeadership ChangesExhibits & Filings

COHERENT CORP. 8-K Report, Executive Changes (Aug 22, 2019)

Filed August 22, 2019For Securities:COHR

Summary

II-VI Incorporated (now Coherent Corp.) announced the adoption of the II-VI Incorporated Executive Severance Plan on August 16, 2019, effective August 22, 2019, as detailed in this Form 8-K filing. This plan is designed to provide severance benefits to selected employees upon specific termination events, including termination by the company without cause or by the employee for good reason. The plan outlines different severance packages based on whether the termination occurs within a "Change in Control" (CIC) period. Notably, the CEO, Dr. Vincent D. Mattera, Jr., is excluded from this plan, as his severance is governed by a separate employment arrangement. The severance benefits are contingent upon the executive signing a release of claims and adhering to confidentiality, non-competition, and non-solicitation covenants. The company will not provide tax gross-ups related to excise taxes under Section 280G of the Internal Revenue Code, instead implementing a cut-back provision if beneficial to the executive.

Key Highlights

  • 1Adoption of the II-VI Incorporated Executive Severance Plan on August 16, 2019.
  • 2Plan provides severance benefits for qualifying terminations (termination without cause or for good reason).
  • 3CEO, Dr. Vincent D. Mattera, Jr., is excluded from this plan and covered by a separate agreement.
  • 4Severance benefits vary based on termination timing relative to a "Change in Control" (CIC) period.
  • 5Outside of a CIC Period: 12 months' base salary and 12 months of health care premium coverage.
  • 6During a CIC Period: 24 months' base salary, target annual bonus, accelerated equity vesting, and 18 months of health care premium coverage.
  • 7Severance is conditioned on a release of claims and adherence to confidentiality, non-competition, and non-solicitation clauses.

Frequently Asked Questions

The primary purpose of this 8-K filing is to announce the adoption of the II-VI Incorporated Executive Severance Plan, which details the severance benefits provided to certain executives and key personnel under specific termination circumstances.

The plan designates initial participants including current named executive officers (excluding the CEO) and certain other key personnel. Each participating named executive officer agrees to terminate their existing employment agreement by executing a Participation Agreement for this new plan.

During a CIC period, executives are eligible for more substantial benefits: 24 months of base salary plus their annual target bonus, accelerated vesting of all equity awards, and 18 months of health care premium coverage. Outside of a CIC period, the benefits are 12 months of base salary and 12 months of health care premium coverage.

No, the plan does not provide tax gross-ups for excise taxes under Sections 280G and 4999 of the Internal Revenue Code. Instead, if such taxes would be triggered, the payments will be reduced if doing so results in a greater after-tax amount for the participant.