Date of Report (Date of earliest event reported):
January 4, 2012
Mattson Technology, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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000-24838
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77-0208119
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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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47131 Bayside Parkway
Fremont, California 94538
(Address of principal executive offices including zip code)
(510) 657-5900
(Registrant's telephone number, including area code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers.
(e) Entry into Material Compensatory Arrangements with Named Executive Officers
As previously disclosed, in connection with J. Michael Dodson's appointment as the Company's Chief Financial
Officer and Executive Vice President - Finance, the Company approved entering into a change of control agreement with
Mr. Dodson. On January 4, 2012, Mr. Dodson and the Company executed a finalized Severance and Executive Change
of Control Agreement. The agreement has an initial two year term with an automatic renewal for additional one year
periods, unless terminated by either party at least sixty days prior to the date of automatic renewal.
Mr. Dodson's agreement specifies, that if, during the Change of Control Period, his employment is terminated (a) by
the Company for any reason other than for Good Cause or (b) by Mr. Dodson for Good
Reason, then, subject to Mr. Dodson signing and not revoking a release of claims with the
Company, he will receive (i) a cash payment equal to (A) the greater of his base salary for the twelve months preceding
the Change of Control, or (B) his then-current annual base salary, plus 100% of his annual target bonus, (ii) full vesting
of all of his outstanding stock options, restricted stock units, and any other outstanding awards, and (iii) reimbursement
of his medical and dental insurance benefits (and for his dependents) under COBRA for a period of twelve months. In
addition, Mr. Dodson's agreement specifies that if the Company terminates his employment for any reason other than for
Good Cause and such termination is not within a Change of Control Period, then subject to Mr. Dodson signing and not
revoking a release of claims with the Company, Mr. Dodson will receive (i) a cash payment in an amount equal to his
then-current annual base salary plus 50% of his prior year's bonus award and (ii) reimbursement of his medical and
dental insurance benefits (and for his dependents) under COBRA for a period of twelve months.
Under Mr. Dodson's agreement, "Change of Control" is defined as (a) an event or series
of events wherein (i) the direct or indirect sale or exchange in a single or series of related transactions by the
stockholders of the Company of more than 50% of the voting stock of the Company, (ii) a merger or consolidation in
which the Company is a party, or (iii) the sale, exchange, or transfer of all or substantially all of the assets of the
Company; wherein the stockholders of the Company immediately before the transaction do not retain immediately after
the transaction, direct or indirect beneficial ownership of more than 50% of the total combined voting power of the
outstanding voting stock of the Company or the surviving corporation or the surviving corporation's parent, or (b)
liquidation or dissolution of the Company.
Under the agreement, "Good Cause" is defined as (i) performance of any act or failure to perform any act in bad
faith and to the detriment of the Company, (ii) dishonesty, material breach of any agreement with the Company, or
intentional misconduct, or (iii) commission of a crime involving dishonesty, breach of trust, or physical or emotional harm
to any person; and "Good Reason" is defined as, without written consent, (i) a significant reduction by the Company in
the executive's annual base salary, (ii) the failure of the Company to obtain an agreement from any successor to the
Company, or purchaser of all or substantially all of the Company's assets, to assume the Agreement, (iii) the assignment
of the executive to duties which reflect a material adverse change in authority, responsibility or status with the Company
or any successor, or (iv) the Company requiring the executive to reside or be based at a location 50 miles or more from
the location where the executive was based immediately prior to the Change of Control. The executive will not resign for
Good Reason without first providing the Company with written notice within 60 days of the event that the executive
believes constitutes "Good Reason" specifically identifying the acts or omissions constituting the grounds for
Good Reason, and a reasonable cure period of not less than 30 days following the date of such notice.
The foregoing summary is qualified in its entirety by reference to the agreement, which is filed as Exhibit 10.1 to this
Current Report on Form 8-K and is incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
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Exhibit Number
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Description
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10.1
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Severance and Executive Change of Control Agreement for J. Michael Dodson, Chief Financial
Officer, Secretary and Executive Vice President - Finance.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by theundersigned hereunto duly authorized.
Date: January 6, 2012
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David Dutton
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President and Chief Executive Officer
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