- Current report filing (8-K)
February 10 2009 - 4:31PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
February 6, 2009
Integrated Silicon Solution, Inc.
(Exact name of registrant as specified in
its charter)
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Delaware
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000-23084
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77-0199971
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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1940 Zanker Road
San Jose, California
95112
(Address of Principal Executive Offices)
(Zip Code)
Registrants telephone number, including area code: (408) 969-6600
(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)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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 February 6, 2009, the Board of Directors of Integrated Silicon Solution, Inc. (ISSI) and the Compensation Committee of the Board (the
Compensation Committee) approved a severance program for all ISSI employees (the Severance Program). Prior to this action, none of ISSIs executives or employees had any severance arrangements except as required by law
in China, Taiwan and certain other non-U.S. countries. The Severance Program covers all of the Companys employees and provides for a severance amount to be paid in a lump sum in the event the employee is terminated without cause
(as defined in the program) or resigns for good reason (as defined in the program) within one year following a change of control (as defined in the program) of ISSI (a Triggering Event). The severance amount is
equal to one year of base salary and benefits for executive officers, six months of base salary and benefits for non-officer vice presidents and one month of salary plus two weeks of salary for each year of service and benefits for all other
employees. The Severance Program also provides for full acceleration of an employee's equity awards upon the occurrence of a Triggering Event as to such employee. In addition, immediately prior to a change of control (as defined in the
program), each participant in the ISSI executive bonus program will receive a pro-rata bonus payment for the portion of the fiscal year ending on the date of the change of control in an amount determined by the Compensation Committee. Prior to the
adoption of the Severance Program, a substantial number of ISSI's employees were and will continue to be eligible to receive severance payments as required by statute in China, Taiwan and certain other non-U.S. countries and any payment to an
employee under the Severance Program will be offset by the amount any such employee receives under a statutory severance program.
SIGNATURE
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 the undersigned hereunto duly authorized.
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INTEGRATED SILICON SOLUTION, INC.
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Date: February 10, 2009
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/s/ JOHN M. COBB
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John M. Cobb
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Vice President and Chief Financial Officer
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