Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On January 13, 2021, Xperi Holding Corporation (the "Company") and Mr. Michael
Hawkey, General Manager of TiVo, agreed that his employment with the Company
will end on January 31, 2021 in connection with an internal reorganization of
the TiVo product and engineering team. In connection with the termination of his
employment, the Company has agreed to provide Mr. Hawkey certain severance
benefits under his severance agreement dated September 29, 2020 as previously
disclosed in a Form 8-K filed on October 3, 2020. In addition, consistent with
the severance benefits paid to other TiVo executive officers who departed
following the consummation of the merger between Xperi Corporation and TiVo on
June 1, 2020 (the "Merger"), the Compensation Committee of the Board of
Directors of the Company approved the accelerated vesting of all restricted
stock unit awards held by Mr. Hawkey that were granted by TiVo Corporation and
assumed by the Company in connection with the Merger. Moreover, Mr. Hawkey will
receive a cash bonus for the achievement of certain performance objectives in
2020 pursuant to the bonus plan previously approved by the Compensation
Committee. The 2020 bonus amount is subject to the determination by the
Company's Compensation Committee of the achievement of the performance
objectives.
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