8-KLeadership ChangesExhibits & Filings

KLA CORP 8-K Report, Executive Changes (Aug 29, 2008)

Filed August 29, 2008For Securities:KLAC

Summary

This Form 8-K filing from KLA-Tencor Corporation (now KLA Corp.) on August 28, 2008, details significant changes in its executive leadership team. The company announced the departure of John Kispert from his roles as interim chief financial officer and president and chief operating officer. Concurrently, KLA-Tencor appointed Mark P. Dentinger as the new Executive Vice President and Chief Financial Officer, effective September 3, 2008. These executive transitions are accompanied by specific separation and employment agreements. Mr. Kispert's departure includes a comprehensive severance package with salary continuation, pro-rated incentives, accelerated equity vesting, and a two-year consulting arrangement with non-compete clauses. Mr. Dentinger's appointment comes with a defined compensation structure, including a base salary, performance bonus potential, a restricted stock grant, and a detailed severance plan that includes provisions for termination scenarios and change of control events, with potential tax gross-ups.

Key Highlights

  • 1John Kispert is departing from his roles as interim CFO and President/COO, with his COO role effective January 1, 2009.
  • 2Mark P. Dentinger has been appointed as the new Executive Vice President and Chief Financial Officer, effective September 3, 2008.
  • 3Mr. Dentinger brings extensive financial leadership experience from previous roles at BEA Systems and Compaq Computer Corporation.
  • 4Mr. Dentinger's compensation package includes a $400,000 annual base salary, a target bonus of 75% of base salary, and a grant of 40,000 restricted stock units.
  • 5Mr. Dentinger is eligible for the Company's Executive Severance Plan, which offers substantial benefits in case of termination or resignation for good reason, with enhanced provisions following a change of control.
  • 6John Kispert's separation agreement includes two years of salary continuation at $590,000 annually, a pro-rated incentive payment of $375,058, accelerated equity vesting, and a two-year consulting role.
  • 7Mr. Kispert's agreement also contains non-compete and non-solicitation clauses for the duration of his consulting period.

Frequently Asked Questions

KLA-Tencor announced the departure of John Kispert from his roles as interim CFO and President/COO, and the appointment of Mark P. Dentinger as the new Executive Vice President and Chief Financial Officer.

Mark Dentinger will receive an annual base salary of $400,000, is eligible for a performance bonus with a target of 75% of his base salary, and will be granted 40,000 restricted stock units vesting over four years. He is also covered by the Company's Executive Severance Plan.

John Kispert will receive two years of salary continuation at $590,000 per year, a pro-rated incentive payment of $375,058, accelerated and pro-rated vesting of outstanding equity awards, and will serve as a consultant for two years. He has also agreed to non-compete and non-solicitation provisions during this period.

Yes, Mark Dentinger's employment agreement includes specific severance benefits if his employment is terminated (other than for cause) or if he resigns for good reason within two years following a change of control. These enhanced benefits include salary continuation, a bonus multiplier, full equity vesting acceleration, and a tax gross-up provision for parachute payments.