Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Retirement of Thomas C. Teebagy, Jr.



On February 16, 2023, Thomas C. Teebagy, Jr. informed Allegro MicroSystems, Inc.
(the "Company") that he will retire from the Company, effective June 2, 2023
(the "Retirement Date") and resign from his position as Senior Vice President of
Operations and Quality, effective March 6, 2023. In connection with his
retirement, the Company and Mr. Teebagy entered into a Retirement Separation
Letter Agreement (the "Letter Agreement") dated February 16, 2023, pursuant to
which Mr. Teebagy agreed to remain employed with the Company through the
Retirement Date to ensure a smooth and orderly transition of responsibilities.
In addition to the payment of any accrued and unpaid obligations, under the
terms of the Letter Agreement, if Mr. Teebagy remains employed through the
Retirement Date and executes a standard release of claims, he will be eligible
to: (i) continue to participate in the Company's health plan coverages based on
his elections on the Retirement Date at the same rates as active employees for
the 12-month period beginning on the Retirement Date; (ii) receive a new grant
of time-based restricted stock units ("RSUs") that vests as to the underlying
shares in full on the Retirement Date, with the amount of such RSUs determined
by calculating the prorated number of all unvested RSUs and performance-based
restricted stock units ("PSUs") held by Mr. Teebagy that will otherwise be
forfeited in full on the Retirement Date, with the end of the prorated period
determined based on the one-year anniversary of the Retirement Date; and (iii)
receive a one-time cash retention bonus in the amount of $415,000.

The foregoing description of the Letter Agreement does not purport to be
complete and is qualified in its entirety by reference to the complete text of
the Letter Agreement, a copy of which is filed as Exhibit 10.1 to this Current
Report on Form 8-K and incorporated by reference herein.

Appointment of Roald G. Webster as Principal Accounting Officer

On February 16, 2023, the Board of Directors of the Company (the "Board") appointed Roald G. Webster to serve as Vice President, Chief Accounting Officer of the Company, effective March 20, 2023 (the "Effective Date").

Mr. Webster, age 45, is a certified professional accountant with over 20 years
of accounting experience. Prior to joining the Company, Mr. Webster served as
Vice President and Corporate Controller at Bruker Corporation ("Bruker"), a
publicly traded developer, manufacturer and distributor of high-performance
scientific instruments and analytical and diagnostic solutions, from April 2018
to the present and as Director of Corporate Accounting from April 2017 through
April 2018. Prior to Bruker, Mr. Webster served as Director of Financial
Reporting and Technical Accounting at Agios Pharmaceuticals, Inc., a publicly
traded pharmaceutical company, from November 2013 through April 2017. Earlier in
his career, Mr. Webster held positions as an audit Senior Manager at Deloitte
Touche Tohmatsu Limited, an Audit Director at RSM US LLP, and as an audit
manager at Feeley & Driscoll, P.C. Mr. Webster is a graduate of Boston College
Carroll School of Management and of Bentley College, where he earned a B.S. in
accountancy.

In connection with Mr. Webster's appointment as Vice President, Chief Accounting
Officer, the Company entered into an offer letter with Mr. Webster (the "Offer
Letter") and will enter into its standard form severance agreement (the
"Severance Agreement").

The Offer Letter sets forth customary terms relating to Mr. Webster's
employment, including his annual base salary and his annual target bonus
percentage. The Offer Letter also provides for Mr. Webster to receive a one-time
signing bonus within a month of the Effective Date (the "Signing Bonus") and a
one-time deferred hiring bonus in July 2023 (the "Deferred Bonus"), each of
which will be subject to recoupment in whole or in part if Mr. Webster
voluntarily resigns within 24 months following the Effective Date.

Subject to approval by the Compensation Committee of the Board (the
"Compensation Committee"), the Company will grant to Mr. Webster an initial
award of RSUs that will vest as to 60% of the underlying shares on the first
anniversary of the grant date and as to the remaining 40% of the underlying
shares on the second anniversary of the grant date, in each case, subject to Mr.
Webster's continued employment with the Company through each vesting date. In
addition, Mr. Webster will be eligible to participate in and receive future
awards of RSUs and PSUs under


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the Company's 2020 Omnibus Incentive Compensation Plan, subject to the approval of the Compensation Committee.



Pursuant to the Severance Agreement, Mr. Webster's employment will be terminable
by either the Company without cause or by Mr. Webster for good reason. In the
event that Mr. Webster's employment is terminated by the Company without "cause"
or by Mr. Webster for "good reason," in each case as defined in the Severance
Agreement, then in addition to payment of any accrued amounts and subject to Mr.
Webster's timely executing a release of claims and continuing to comply with his
restrictive covenant obligations, he will be entitled to receive an amount equal
to the sum of one times his then-current base salary, plus one times his
then-current target bonus, plus a prorated bonus for the year in which the
termination occurs, payable in a lump sum within 15 days following the date of
his termination, and reimbursement for additional costs he incurs for continued
coverage under the Company's group health insurance under the Consolidated
Budget Reconciliation Act of 1985 for up to 18 months.

Item 9.01 Financial Statements and Exhibits.



(d) Exhibits
Exhibit No.                        Description
                                     Retirement Separation Letter Agreement     between     Allegro
Exhibit 10.1                       MicroSystems, LLC and Thomas C. Teebagy, Jr    .    ,    dated February
                                   16, 2023    .
Exhibit 104                        The cover page from this Current Report

on Form 8-K, formatted as


                                   Inline XBRL.

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