8-KMaterial AgreementsExhibits & Filings

KLA CORP 8-K Report, Material Agreement (Feb 23, 2005)

Filed February 23, 2005For Securities:KLAC

Summary

KLA Corporation (KLAC) filed an 8-K on February 23, 2005, to announce a material definitive agreement with its President and CEO, Kenneth L. Schroeder. This new agreement, effective February 23, 2005, replaces and supersedes his prior employment and non-competition agreements. The key changes focus on the terms of his post-full-time employment and equity award vesting, aiming to provide continued incentive and retention for the CEO.

Key Highlights

  • 1KLA Corp entered into a new employment agreement with CEO Kenneth L. Schroeder, effective February 23, 2005.
  • 2The new agreement supersedes and replaces Mr. Schroeder's previous retention and non-competition agreements.
  • 3The term for Mr. Schroeder's part-time employment following his full-time role has been extended from three to five years.
  • 4All equity awards will now continue vesting during his part-time employment, a change from the prior agreement's limitation.
  • 5Equity awards granted on or after September 21, 2004, will have specific termination, acceleration, and exercisability provisions based on employment cessation circumstances.
  • 6The 'double-trigger' vesting acceleration protection for change-in-control events now includes all equity awards, not just stock options.

Frequently Asked Questions

This 8-K filing is primarily to disclose a new employment agreement between KLA Corporation and its President and CEO, Kenneth L. Schroeder. This agreement updates the terms of his employment, particularly regarding his transition to a part-time role and the vesting of his equity awards.

The new agreement extends the period for Mr. Schroeder's part-time employment following his full-time role from three years to five years. This extension is significant as it allows for the continued vesting of his equity awards during this extended part-time period.

The new agreement allows all equity awards to continue vesting during his part-time employment, whereas previously only awards granted more than 12 months prior would vest. Additionally, most equity awards granted on or after September 21, 2004, will have specific termination, acceleration, and exercisability provisions. The 'double-trigger' acceleration protection upon a change in control now covers all equity awards, not just stock options.