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ISIL > SEC Filings for ISIL > Form 8-K on 20-Dec-2012All Recent SEC Filings

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Form 8-K for INTERSIL CORP/DE


20-Dec-2012

Change in Directors or Principal Officers, Financial Statements and Exhibits


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

On December 9, 2012, David B. Bell resigned as President and Chief Executive Officer of Intersil Corporation (the "Company") and as a member of the Board of Directors of the Company. The Company and Mr. Bell entered into a Separation Agreement (the "Agreement") on December 19, 2012, effective as of his termination of employment with the Company. Pursuant to the Agreement, Mr. Bell's resignation is to be treated as a Termination without Cause for the purposes of his Employment Agreement with the Company, dated May 4, 2010, as amended (the "Employment Agreement"), and the equity awards granted to Mr. Bell by the Company.

Cash Severance Payments

Mr. Bell will receive continued payment of his annual base salary of $640,000 until December 9, 2014, payable in accordance with the Company's normal payroll practices. In addition, Mr. Bell will receive four payments, each equal to 55% of his base salary, payable within 30 days after each of March 1, 2013, September 1, 2013, March 1, 2014 and September 1, 2014, for a total of $1,408,000. The total cash payments to Mr. Bell in connection with the foregoing will be $2,688,000.

Time Vesting Stock Options

Mr. Bell was granted stock options under the Company's 2008 Equity Compensation Plan (the "Plan") on April 1, 2009, April 1, 2010, April 1, 2011 and April 2, 2012. 276,791 of these stock options will vest as a result of Mr. Bell's termination of employment with the Company.

Time-Vesting Deferred Stock Units

Mr. Bell was granted time-vesting deferred stock units ("DSUs") under the Plan on each of April 1, 2011 and April 2, 2012. 63,750 of these DSUs will vest as a result of Mr. Bell's termination of employment with the Company.

Performance-Based Awards Granted Prior to the MSU Program

Mr. Bell was granted performance-based deferred stock units ("PDSUs") under the Plan on April 1, 2009 and April 1, 2010. 7,964 earned PDSUs will vest as a result of Mr. Bell's termination of employment with the Company.

Performance-Based Awards under the MSU Program

Mr. Bell was granted awards under the Company's Market Stock Unit ("MSU") program on April 1, 2011 and April 2, 2012. All of Mr. Bell's awards under the MSU program will be forfeited as a result of Mr. Bell's termination of employment with the Company.

Medical and Other Benefit Continuation

Until December 9, 2013, Mr. Bell is eligible to receive reimbursement from the Company of premiums for the continuation under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, of medical, dental and vision coverage for him and his eligible dependents. In addition, Mr. Bell is entitled to convert his and his covered dependents' life insurance into individual policies and to be reimbursed for applicable premiums until May 4, 2013.

The foregoing description of the terms and conditions of the Agreement is only a summary and is qualified in its entirety by the full text of such agreement, a copy of which is filed herewith and incorporated herein by reference




Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No. Description
10.1        Separation Agreement, dated as of December 9, 2012, by and between
            Intersil Corporation and David B. Bell, as entered into on December
            19, 2012.

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