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North
Carolina
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0-21154
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56-1572719
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(State
or other jurisdiction of
incorporation)
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(Commission
File
Number)
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(I.R.S.
Employer
Identification
Number)
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|
4600
Silicon Drive
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|
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Durham,
North Carolina
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27703
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(Address
of principal executive offices)
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(Zip
Code)
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Item
1.01
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Entry
into a Material Definitive
Agreement
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| · |
Mr.
Kurtzweil will be paid an annual base salary of $350,000 and a sign-on
bonus of $62,000. The sign-on bonus is subject to repayment, on a
pro rata basis, if he resigns or his employment is terminated for
cause
within 12 months.
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| · |
Mr.
Kurtzweil will participate in the Company’s Management Incentive
Compensation Plan with a target award equal to 50% of his base
salary. The actual amount of the incentive payment will depend on
meeting quarterly individual goals (for up to 40% of the target award)
and
annual corporate goals (weighted at 60%) established in accordance
with
the plan document. For the first four fiscal quarters in which he
participates, his performance measurement against quarterly individual
goals will be deemed to be 100% without regard to actual results.
The Company filed a copy of its Fiscal 2007 Management Incentive
Compensation Plan with the Securities and Exchange Commission (the
“Commission”) on August 25, 2006 as Exhibit 10.1 to the Company’s current
report on Form 8-K.
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| · |
Mr.
Kurtzweil will be granted an option to purchase 70,000 shares of
the
Company’s common stock and an award of 20,000 shares of restricted stock
under the Company’s 2004 Long-Term Incentive Compensation Plan (the
“Plan”). Both awards will be made on the first business day of the
calendar month following the first day of his employment. The option
award terms provide that the option will vest and become exercisable
over
a three-year period in equal installments on the anniversary of the
grant
date, subject to the condition that Mr. Kurtzweil remain employed
by the
Company or a related “Employer” as defined in the Plan. If not sooner
terminated, the option will expire seven years after the grant date.
The exercise price of the option will be the last sales price
reported for the regular trading session on the Nasdaq Stock Market
on the
grant date. The restricted stock award terms provide that the shares
will vest over a five-year period in equal installments, beginning
on
September 1, 2007, subject to the condition that Mr. Kurtzweil remain
employed by the Company or a related Employer. The Company filed a
copy of the Plan with the Commission on November 8, 2005 as Exhibit
10.1
to the Company’s current report on Form 8-K.
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| · |
The
Company will pay for certain costs in connection with Mr. Kurtzweil’s
relocation from Austin, Texas to North Carolina. The Company will
provide Mr. Kurtzweil with temporary housing in North Carolina for
up to
one year and will also pay or reimburse other costs in accordance
with the
Company’s relocation policy for new hires. In addition, the Company
has agreed to reimburse Mr. Kurtzweil for seller brokerage fees in
connection with the sale of his primary residence in Texas and for
travel
costs for biweekly trips between Austin, Texas and North Carolina
until
the earlier of September 28, 2007 or the move of his family’s residence to
North Carolina.
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| · |
Mr.
Kurtzweil will be an at-will employee, meaning that he or the Company
can
terminate his employment at any time. However, upon commencement of
his employment, he and the Company will enter into a Severance Agreement
that will provide for certain severance benefits that vary depending
on
the circumstances under which his employment terminates. If his
employment is terminated by the Company without cause or he resigns
for
good reason within 12 months following a change in control, he will
receive (i) continued payment of his base salary for 12 months following
his termination, (ii) full acceleration of all unvested equity awards,
if
any, and (iii) up to 12 months’ reimbursement for COBRA premiums for him
and his eligible dependents. If his employment is terminated by the
Company without cause or he resigns for good reason within 12 months
for
any circumstance other than a change in control, he will receive
(i)
continued payment of his base salary for 12 months following his
termination, and (ii) up to 12 months’ reimbursement for COBRA premiums
for him and his eligible dependents.
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| · |
Mr.
Kurtzweil has agreed to execute the Company’s standard form of employee
agreement regarding confidential information, intellectual property
and
noncompetition. This agreement includes an undertaking by the
employee not to compete with the Company’s business for a period of one
year following any termination of
employment.
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Item
5.02
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Departure
of Directors or Principal Officers; Election of Directors; Appointment
of
Principal Officers
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Item
9.01
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Financial
Statements and Exhibits
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Exhibit
No.
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Description
of Exhibit
|
||
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10.1
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Offer
Letter Agreement, dated September 1, 2006, between Cree, Inc.
and John T. Kurtzweil
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||
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99.1
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Press
Release, dated September 6, 2006
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|
CREE,
INC.
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|||
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By:
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/s/ Charles M. Swoboda | ||
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Charles
M. Swoboda
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|||
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Chairman,
Chief Executive Officer and
President
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|||
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Exhibit
No.
|
Description
of Exhibit
|
||
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10.1
|
Offer
Letter Agreement, dated September 1, 2006, between Cree, Inc.
and John T. Kurtzweil
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||
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99.1
|
Press
Release, dated September 6, 2006
|