Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 16, 2009, White Electronic Designs Corporation (the "Company")
accepted the resignation of Edward A. White from his position as a member of the
Board of Directors (the "Board"). Mr. White had been serving as the Chairman of
the Board until his replacement, Brian R. Kahn, was elected to serve as Chairman
of the Board on June 15, 2009. Brian R. Kahn joined the Company's Board in
February 2009.
The Company also entered into a Severance Agreement and Release of Claims
with Mr. White on June 16, 2009 (the "Severance Agreement") that governs the
terms of his departure and that provides, in exchange for a general release by
Mr. White, that (i) the Company will pay to Mr. White a lump-sum of $175,400,
less required withholdings, which represents a repurchase of Mr. White's stock
options, certain remaining Board retainer fees and other transition expenses,
and (ii) Mr. White's 15,000 unvested restricted stock units granted to Mr. White
pursuant to three separate grants automatically accelerated and became fully
vested on June 16, 2009. Any other unvested right to receive Company securities
terminated on June 16, 2009.
The Severance Agreement also contains other customary provisions, including
provisions relating to mutual non-disparagement, non-solicitation,
confidentiality and compliance with Section 409A of the Internal Revenue Code.
The foregoing description of the Severance Agreement is not intended to be a
comprehensive summary. A copy of the Severance Agreement is filed as
Exhibit 10.1 to this Current Report on Form 8-K and its contents are
incorporated herein by this reference.
In connection with the foregoing, the Company issued a press release which is
filed as Exhibit 99.1 hereto.
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