Published on 11 Dec 2023 • USA (National/Federal) |
EMPLOYMENT AGREEMENT | Executive Vice President and Chief Technology Officer January 1, 2023 | Chief Technology Officer April 11, 2023 | Executive Vice President, Chief Technology Officer and Head of Platform & Product Analytics April 25, 2023 |
MARKET CAPITALIZATION AT FILING | Approximately $2.4 billion. | Approximately $3.1 billion. | Approximately $7.7 billion. |
INDUSTRY SECTOR | Computer and electronic equipment | Pharmaceuticals and biotechnology | Services |
ANNUAL RATE OF BASE SALARY | At least $465,000, subject to annual review by the board. | $435,000, subject to periodic review and adjustment from time to time by the board. | $425,000, subject to review for increase but not decrease. |
ANNUAL BONUS AND CASH INCENTIVES | Eligible for an annual cash performance bonus each fiscal year with a target opportunity equal to 100% of base salary, payable based on achieving certain corporate and individual performance goals established by the board. The executive receives any earned but unpaid bonus on a termination by the employer without cause or for by the executive for good reason. | Eligible for an annual discretionary cash bonus (Annual Performance Bonus) with a target bonus equal to 40% of base salary, which may increase based on the executive's individual performance and overall employer performance, as determined by the Parent board. The executive must remain employed by the employer through and including the date on which the Annual Performance Bonus is paid to receive the full Annual Performance Bonus. The Annual Performance Bonus is pro-rated if based on performance for a partial fiscal year. | Eligible to participate in the employer's executive incentive program (EIP) with an annual target bonus equal to 100% of base salary, payable based on the achievement of performance goals specified by the board. |
SIGN-ON EQUITY GRANTS | None specified. | Subject to Parent board approval, the following inducement grants:
| None specified. |
ONGOING EQUITY GRANTS | Beginning with the 2023 calendar year, eligible to receive an annual equity award under Vishay's stock incentive program. For the 2023 calendar year, the executive's equity award will be valued at least at $780,000 and will be comprised of an equal number of restricted stock units (RSUs) and performance-based restricted stock units (PRSUs), with the aggregate number of units determined by dividing the equity award value by the closing price of Vishay's common stock on the trading date immediately preceding the grant date. For calendar years after 2023, the size of the executive's annual equity award will be determined by the board. | Eligible to receive discretionary annual equity incentive grants in amounts and on terms and conditions determined by the Parent board. | Subject to board approval, may be eligible for future equity grants of restricted stock units. |
SEVERANCE ON TERMINATION BY THE EMPLOYER WITHOUT CAUSE | Continued payment of base salary through the third anniversary of the termination date. Pro-rated bonus for the fiscal year of termination. For equity awards granted before the effective date, accelerated vesting of any service-based equity awards and continued vesting of any performance-based equity awards. | An aggregate amount equal to nine months of the executive's then-current base salary and nine months of COBRA continuation coverage, with the aggregate amount payable in equal installments over the nine-month period following the executive's termination date. | Continued payment of base salary for 12 months following termination. Lump sum payment equal to 100% of the executive's EIP bonus as in effect at the time of the termination. Subject to any board approvals, accelerated vesting of any outstanding service-based restricted stock units that would have vested had the executive remained employed for 12 months following the termination date. Subject to the executive's timely election of COBRA continuation coverage, employer reimbursement for, or direct payment of, the executive's COBRA premiums until the earlier of 12 months following termination or the date the executive becomes covered under similar plans. If the employer determines that it cannot provide the COBRA premium without potentially violating, or being subject to an excise tax under, applicable law, the employer will instead provide a taxable monthly payment of an equivalent amount, which will be made regardless of whether the executive elects COBRA until the earlier of 12 months following the termination date or the date the executive becomes covered under similar plans. |
SEVERANCE ON TERMINATION FOR GOOD REASON | Continued payment of base salary through the third anniversary of the termination date. Pro-rated bonus for the fiscal year of termination. For equity awards granted before the effective date, accelerated vesting of any service-based equity awards and continued vesting of any performance-based equity awards. | An aggregate amount equal to nine months of the executive's then-current base salary and nine months of COBRA continuation coverage with the aggregate amount payable in equal installments over the nine-month period following the executive's termination date. | Continuing payment of base salary for 12 months following termination. Lump sum payment equal to 100% of the executive's EIP bonus as in effect at the time of the termination. Subject to any board approvals, accelerated vesting of any outstanding service-based restricted stock units that would have vested had the executive remained employed for 12 months following the termination date. Subject to the executive's timely election of COBRA continuation coverage, employer reimbursement for, or direct payment of, the executive's COBRA premiums until the earlier of 12 months following termination or the date the executive becomes covered under similar plans. If the employer determines that it cannot provide the COBRA premium without potentially violating, or being subject to an excise tax under, applicable law, the employer will instead provide a taxable monthly payment of an equivalent amount, which will be made regardless of whether the executive elects COBRA until the earlier of 12 months following the termination date or the date the executive becomes covered under similar plans. |
SEVERANCE ON TERMINATION DUE TO DISABILITY | Pro-rated bonus payment for the fiscal year of termination payable in a lump sum. Accelerated vesting of any service-based equity awards and continued vesting of any performance-based equity awards. | None specified. | None. |
SEVERANCE ON TERMINATION DUE TO DEATH | Pro-rated bonus payment for the fiscal year of termination payable in a lump sum. Accelerated vesting of any service-based equity awards and continued vesting of any performance-based equity awards. | None specified. | None. |