Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
On January 9, 2019 (the
), effective immediately, Tae Jong Lee resigned as the Executive Vice President and General
Manager of the Foundry Services Group of MagnaChip Semiconductor Corporation (the
) and from all other positions with the Company and its subsidiaries.
Mr. Lee entered into a separation agreement dated as of January 9, 2019 (the
) with the Company and the
Companys Korean subsidiary MagnaChip Semiconductor, Ltd. (
). The Separation Agreement provides for a separation payment of an aggregate of KRW 350,000,000 to be paid in two installments of KRW 175,000,000 each
(provided that, if a change of control of the Company occurs within three months of the Resignation Date, the second installment will be KRW 525,000,000) with the first installment to be paid within 14 days of the Resignation Date and the
second installment to be paid on the first anniversary of the Resignation Date, with each payment contingent on Mr. Lees compliance with the terms and conditions of the Separation Agreement (the
Separation Payment will be made in lieu of the base-salary based cash severance payment under the Severance Agreement, dated November 3, 2015, among Mr. Lee, MSK and the Company (the
), a copy of which
has been filed as an exhibit to the Companys Annual Report on Form
for the fiscal year ended December 31, 2017 filed with the Securities and Exchange Commission on February 22, 2018. All
other material terms of the Severance Agreement remain in full force and effect. Under the Separation Agreement, Mr. Lee is additionally: (i) prohibited from owning any equity interest (excluding passive equity interests of not more than
five percent), or working or otherwise providing services to, any business anywhere in the world that competes with any of the businesses of the Company for 12 months following his departure, (ii) prohibited from soliciting Company employees,
consultants, customers or suppliers for 36 months following his departure, (iii) obligated to keep Company information confidential, and (iv) prohibited from disparaging the Company and its related parties. In connection with the
Separation Agreement, Mr. Lee has also entered into a release whereby Mr. Lee will release all claims he may have against the Company, MSK or their respective affiliates, representatives and other related parties in exchange for the
Separation Payment and the other applicable severance benefits set forth in the Severance Agreement.
Effective January 9, 2019, Young-Joon Kim,
Chief Executive Officer of the Company, will serve as acting General Manager of the Foundry Services Group of the Company.