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MXIM > SEC Filings for MXIM > Form 8-K on 2-Jan-2009All Recent SEC Filings

Show all filings for MAXIM INTEGRATED PRODUCTS INC | Request a Trial to NEW EDGAR Online Pro

Form 8-K for MAXIM INTEGRATED PRODUCTS INC


2-Jan-2009

Change in Directors or Principal Officers, Other Events, Financial


Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) Maxim Integrated Products, Inc. (the "Company") repurchased certain underwater stock options from certain of its officers, including its principal executive officer and other named executive officers of the Company appearing in its 2008 Proxy Statement (collectively, the "NEOs"), pursuant to Option Repurchase Agreements. The Company repurchased and cancelled the eligible options in exchange for a promise to make cash payments that collectively equal the black-scholes value of the applicable option. The black-scholes value of each option repurchased was calculated based upon the average closing stock price of the Company's common stock over the 20 trading day period ending November 5, 2008. Payments to these officers, including the NEOs, are subject to vesting over the longer of (i) eight (8) quarters or (ii) the remaining vesting schedule of the option, and require such officers to be employed by the Company on the applicable vesting date in order to receive such payment. Except for the vesting restriction, all terms and conditions of the option repurchase and cancellation are the same as those offered to non-officer employees, which was completed on December 8, 2008. The shares underlying the repurchased and cancelled options will become available for future issuance under our 1996 Stock Incentive Plan, as amended (the "1996 Stock Plan").

The NEOs that entered into Option Repurchase Agreements, the aggregate number of shares underlying the underwater stock options that were repurchased by the Company from the NEOs and cancelled, and the total amount of payment to be made pursuant to such agreements, are as follows:

                                          Aggregate Number of
                                           Shares Underlying
                                           Underwater Stock      Total Payment to
                                        Options Repurchased by     be Made for
                                            the Company and      Cancelled Stock
       Name               Title                Cancelled            Options(1)
Tunc Doluca        President and Chief         1,025,934           $277,306.80
                    Executive Officer
Richard Hood          Vice President            497,449            $101,597.34
Pirooz Parvarandeh   Group President           1,117,499           $295,945.48
Vijay Ullal          Group President           1,344,211           $349,365.77

(1) Equal to the black-scholes value of the repurchased and cancelled option based upon the average closing stock price of the Company's common stock over the 20 trading day period ending November 5, 2008. Such payments are subject to vesting over the longer of (i) eight (8) quarters or (ii) the remaining vesting schedule of the option, and require such NEO to be employed by the Company on the applicable vesting date in order to receive such payment.

A copy of the form of Option Repurchase Agreement is attached as Exhibit 10.1 hereto and is incorporated herein by reference.



Item 8.01 Other Events.

In connection with the Company's recent repurchase of certain underwater stock options from current employees, the number of shares of Common Stock available to be issued under the 1996 Stock Plan has increased in an amount equal to the number of shares repurchased, pursuant to the terms of the 1996 Stock Plan. The Company's Board of Directors has approved the retirement and cancellation of 27,000,000 shares of Common Stock that would otherwise be available for the grant of stock options, shares of restricted stock and restricted stock units under the 1996 Stock Plan



Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Number Description
10.1 Form of Option Repurchase Agreement


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