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.