Attached files
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EX-99.1 - EX-99.1 - TRIDENT MICROSYSTEMS INC | f59381exv99w1.htm |
EX-10.62 - EX-10.62 - TRIDENT MICROSYSTEMS INC | f59381exv10w62.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Form 8-K
Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): June 7, 2011
TRIDENT MICROSYSTEMS, INC.
(Exact name of registrant as specified in its charter)
0-20784
(Commission File Number)
(Commission File Number)
Delaware | 77-0156584 | |
(State or other jurisdiction of incorporation) | (I.R.S. Employer Identification No.) |
1170 Kifer Road
Sunnyvale, California 94086
(Address of principal executive offices, with zip code)
Sunnyvale, California 94086
(Address of principal executive offices, with zip code)
(408) 962-5000
(Registrants telephone number, including area code)
(Registrants telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
(b), (c)
On June 7, 2011, Trident Microsystems, Inc. (the Company) issued a press release announcing
the appointment, effective on June 6, 2011, of Dr. Bami Bastani, as Chief Executive Officer and
President of the Company and his election to the Companys Board of Directors. The Company also
announced that Mr. Philippe Geyres, who had served as Interim CEO since January 2011, was stepping
down as Interim CEO and would continue as a member of the Board of Directors.
On June 4, 2011, Dr. Bastani and the Company entered into an employment offer letter with Dr.
Bastani (the Employment Letter). Dr. Bastani will receive an annualized salary of $500,000, and
will be eligible to participate in the Companys Executive Bonus Plan with a target bonus of 100%
of his base salary. The Board of Directors and the Compensation Committee approved the grant to
Dr. Bastani of a stock option to acquire 4,200,000 shares of Common Stock, vesting on the Companys
standard terms, with 25% of the shares subject to such options having an exercise price equal to
the fair market value of a share of the Companys common stock on June 6, 2011, 25% having an
exercise price of $1.25 per share, 25% having an exercise price of $1.50 per share, and 25% having
an exercise price of $2.00 per share.
Dr. Bastani will be eligible to participate in the Companys Amended and Restated Executive
Retention and Severance Plan (as amended from time to time, the Plan). His participation
agreement under the Plan will provide for specified benefits in the case of certain terminations of
employment. In summary: (i) in the case of certain terminations of service upon or following a
Change in Control (as defined in the Plan), Dr. Bastani would receive two years of salary, two
years of his target bonus and acceleration of vesting of all outstanding equity awards, and (ii) in
the case of certain other terminations, Dr. Bastani would receive two years of salary, two years of
his target bonus and acceleration of vesting of one year of outstanding equity awards, other than
any Performance-Based Equity Award (as defined in the Plan). In addition, in such cases, and in
the event of his death or disability, he will also have one year after the event to exercise any
options.
Dr. Bastani will be eligible for certain health and other benefits as provided in the
Employment Letter. In addition, as Dr. Bastani is required to relocate his primary residence from
the East Coast to the San Francisco Bay area, he will receive a lump-sum payment of $300,000 for
relocation related costs and expenses and temporary housing and expenses.
Dr. Bastani is 57. A copy of the Employment Letter is attached hereto as an exhibit, and the
description above of the terms thereof is qualified in its entirety by the terms therein.
Item 9.01. Financial Statements and Exhibits.
Number | ||
10.62
|
Employment Offer Letter dated June 4, 2011 between Dr. Bami Bastani and Trident Microsystems, Inc. | |
99.1
|
Press release dated June 7, 2011 announcing appointment of CEO. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: June 7, 2011
TRIDENT MICROSYSTEMS, INC. |
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/s/ David L. Teichmann | ||||
David L. Teichmann | ||||
Executive Vice President, General Counsel & Corporate Secretary |
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EXHIBIT INDEX
Exhibit No. | Description | |
10.62
|
Employment Offer Letter dated June 4, 2011 between Dr. Bami Bastani and Trident Microsystems, Inc. | |
99.1
|
Press release dated June 7, 2011 announcing appointment of CEO. |