Item 5.02.
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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On November 16, 2017, Cadence Design Systems, Inc. (Cadence) announced that Anirudh Devgan has been appointed President of Cadence, effective
November 16, 2017. Lip-Bu Tan, Cadences current President and Chief Executive Officer, resigned from his position as President of Cadence effective immediately prior to Mr. Devgans appointment. Mr. Tan will continue to
serve as Chief Executive Officer and a director of Cadence.
Mr. Devgan, age 48, has held several positions at Cadence since May 2012, including his
current role as Executive Vice President, Research and Development since March 2017, Senior Vice President, Research and Development from November 2013 to March 2017, and Corporate Vice President, Research and Development from May 2012 to November
2013. Prior to joining Cadence, from May 2005 to March 2012, Mr. Devgan served as Corporate Vice President and General Manager of the Custom Design Business Unit at Magma Design Automation, Inc., a chip design software company.
On November 16, 2017, Cadence and Mr. Devgan entered into a First Amendment (the Amendment) to the March 16, 2015 employment
agreement with Mr. Devgan, which was previously filed as Exhibit 10.01 to Cadences quarterly report on Form 10-Q for the quarter ended March 31, 2015 (the Original Agreement). Pursuant to the Amendment,
Mr. Devgans annualized base salary has been increased to $500,000 and he is eligible to earn an incentive bonus targeted at 100% of his annualized base salary in accordance with Cadences Senior Executive Bonus Plan.
The Amendment also amends the Original Agreement to provide that the lump-sum severance payment that may be payable to Mr. Devgan 30 days following the
one-year anniversary of his Transition Commencement Date (as defined in the Original Agreement) be increased to (i) 100% of his annual base salary where there is no Change in Control (as defined in the Original
Agreement), and (ii) 150% of his annual base salary in connection with a Change in Control, in each case subject to the other terms and conditions of the Original Agreement, as amended by the Amendment.
Except as amended by the Amendment, the Original Agreement remains in effect and Mr. Devgans employment at Cadence will continue to be on an
at will basis, and he will continue to participate in the benefit programs available to executives of Cadence.
The foregoing summary does not
purport to be complete and is qualified in its entirety by the Original Agreement, filed as Exhibit 10.01 to Cadences quarterly report on Form 10-Q for the quarter ended March 31, 2015, as amended by the Amendment, filed as Exhibit 10.01
hereto, which amendment is incorporated herein by reference.
In connection with his promotion, Mr. Devgan will be required to relocate to
Cadences San Jose headquarters and, to assist with such relocation, Mr. Devgan will be offered a monthly allowance of $18,000 for temporary living quarters for up to ten continuous months or until the completion of his relocation,
whichever is sooner, and will be reimbursed for up to $40,000 in moving expenses.
In addition, the Compensation Committee of Cadences Board of
Directors approved an incentive stock award to Mr. Devgan, effective as of November 14, 2017 (the Grant Date), with a Grant Date value of approximately $2,000,000 and vesting subject to the achievement of a performance
objective. If such objective is achieved, 1/6
th
of the shares underlying the award will vest approximately every six months over three years.
There are no arrangements or understandings between Mr. Devgan and any other person pursuant to which he was appointed as President of Cadence.
Mr. Devgan does not have any family relationship with any director or other executive officer of Cadence, and there are no transactions in which Mr. Devgan has an interest requiring disclosure under Item 404(a) of Regulation of S-K.