Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On October 12, 2021, NXP Semiconductors N.V. (the "Company") announced that Bill
Betz, formerly the Company's Senior Vice President, Business Finance, had been
named as Executive Vice President and Chief Financial Officer, effective
immediately. A copy of the press release is attached as Exhibit 99.1 to this
Current Report on Form 8-K and is incorporated by reference herein.
On October 12, 2021, NXP USA, Inc. ("NXP USA"), a wholly owned subsidiary of the
Company, entered into an employment agreement (the "Employment Agreement") with
Bill Betz setting forth the terms and conditions of Mr. Betz's employment as
Executive Vice President and Chief Financial Officer. Under the terms of the
Employment Agreement, Mr. Betz's base salary is set at $450,000 and is subject
to annual review whether any increase to the base salary shall be made. His
annual incentive target is set at 80% of his base salary, and Mr. Betz will be
eligible to participate in all employment benefit plans, policies and programs
applicable to other NXP executives and officers. In connection with his
appointment as Executive Vice President and Chief Financial Officer, Mr. Betz
will be awarded a long-term incentive equity grant with a total grant value of
$2,500,000. This equity grant will be awarded 30% in the form of time-based
restricted share units and 70% in the form of performance share units. Either
Mr. Betz or NXP USA may terminate Mr. Betz's employment for any reason upon 3
months' written notice, and NXP USA may terminate his employment immediately
under certain conditions involving misconduct. In the event that NXP USA
terminates Mr. Betz's employment absent certain conditions involving misconduct,
Mr. Betz is entitled to receive a lump sum cash severance payment of one year's
base salary and pro rata payment of the annual incentive bonus for the period
that Mr. Betz performed actual work, to the extent the conditions for a bonus
payout have been met. In the event Mr. Betz's employment is terminated within
twelve months following a change of control or if Mr. Betz resigns for "good
reason", in either case not under certain conditions involving misconduct, then
Mr. Betz is entitled to the change of control arrangements approved from time to
time by the Company's Compensation Committee, which currently provide a
severance payment of 24 months base salary and target bonus and 12 months of
benefits continuation. All severance payments are contingent on Mr. Betz signing
and not revoking a release of claims. Mr. Betz is subject to non-competition and
non-solicitation restrictions for 12 months and customary prohibitions on
disclosing confidential information following the termination of his employment
for any reason.
The foregoing description of the Employment Agreement is qualified in its
entirety by reference to the full text of the Employment Agreement attached as
Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference
herein.
As previously disclosed on Form 8-K on February 2, 2021, Mr. Peter Kelly, the
Company's former Chief Financial Officer, announced his intention to retire from
the Company as of February 2022. Effective October 12, 2021, upon Mr. Betz's
appointment, Mr. Kelly has stepped down from his role as Chief Financial
Officer. Until his retirement on February 28, 2022, Mr. Kelly will remain an
Executive Vice President, reporting to Kurt Sievers, the Company's President and
Chief Executive Officer, under the terms and conditions of Mr. Kelly's existing
employment agreement. In this role, Mr. Kelly will provide advice and assistance
to Mr. Sievers and transition assistance and support to Mr. Betz.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
10.1 Employment Agreement dated October 12, 2021 between NXP USA, Inc.
and Bill Betz
99.1 Press release dated October 12, 2021 entitl ed: " NXP Semiconductors
Names Bill Betz as Executive Vice President and Chief Financial Officer "
104 Cover Page Interactive Data File (formatted as Inline XBRL).
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