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Quotes & Info
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| ISIL > SEC Filings for ISIL > Form 8-K on 13-Dec-2012 | All Recent SEC Filings |
13-Dec-2012
Change in Directors or Principal Officers
As reported on December 10, 2012, James Diller was appointed interim President and Chief Executive Officer of Intersil Corporation (the "Company") by the Company's Board of Directors (the "Board"). The Board took such action at a meeting held on December 9, 2012 during which Mr. Diller resigned his position as a member of the Compensation Committee of the Board.
At a meeting of the Compensation Committee of the Board also held on December 9, 2012 following the meeting of the Board, the Compensation Committee granted Mr. Diller, as sole compensation for his services to the Company as interim President and Chief executive Officer, a non-qualified option to purchase 400,000 shares of common stock of the Company (the "Option"). The Option has an exercise price of $7.56, the closing price of the Company's stock traded on the NASDAQ Exchange on December 7, 2012, the last completed trading day, and vests on the earliest of (i) December 9, 2013, (ii) a Change in Control of the Company (as defined in the Intersil Corporation 2008 Equity Compensation Plan, as amended and restated from time to time (the "Plan")) and (iii) the hiring of a new Chief Executive Officer by the Company, if Mr. Diller has not previously had a Separation from Service (as defined in the Plan). The Option has a 7-year term and expires on December 9, 2019. Should Mr. Diller have a Separation from Service for any reason other than disability, death or for cause, any unexercised portion of the Option will remain exercisable until the earlier of the one-year period immediately following his date of termination or the expiration date of the Option. During the period of his service as interim President and Chief Executive Officer, Mr. Diller will forego all cash and equity compensation paid by the Company to its independent directors.
The above descriptions of the Option are summaries only and are qualified in their entirety by reference to the Plan and the Intersil Corporation 2008 Equity Compensation Plan Terms and Conditions One-Year Cliff (the "Terms and Conditions"). A copy of the Terms and Conditions is filed as an exhibit hereto.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
10.1 Intersil Corporation 2008 Equity Compensation Plan Terms and Conditions
One-Year Cliff, effective December 9, 2012.
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