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CY > SEC Filings for CY > Form 8-K on 2-Jan-2013All Recent SEC Filings

Show all filings for CYPRESS SEMICONDUCTOR CORP /DE/ | Request a Trial to NEW EDGAR Online Pro

Form 8-K for CYPRESS SEMICONDUCTOR CORP /DE/


2-Jan-2013

Change in Directors or Principal Officers


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

Release of 2012 Performance-based Restricted Stock Program.

On March 9, 2012, the Compensation Committee (the "Committee") of the Company's Board of Directors granted, under the Company's 1994 Amended Stock Plan, performance-based restricted stock units ("PARS") to certain employees of the Company, including our Named Executive Officers. This is the first equity grant to our named executive officers since 2007. Under the 2012 PARS Program, restricted stock units will be granted on an annual basis, rather than a multi-year basis, so that the participants and number of shares underlying the program can be adjusted annually, if needed, to reflect individual performance and market conditions. Any portion of the target shares that are not earned for that particular performance milestone in the given period is forfeited and returned to the 1994 Amended Stock Plan.

There are three (3) levels of grants under the 2012 PARS Program; the Core Grant, the Tier 1 Grant and the Tier 2 Grant. Equity grants made under the 2012 PARS Program are subject to achieving various performance based milestones that are generally financial, market share, operational or strategic in nature and are approved in advance by the Compensation Committee. None of the milestones are service-based or allow for any discretionary component.

On December 27, 2012, the Committee approved the performance milestone achievements for fiscal 2012. In connection with the Committee's determination of the achievement of fiscal 2012 PARS performance milestones, the following shares, prior to tax payments, were released to our Named Executive Officers:

                                                                            Total Shares
Named Executive Officer                                       Target          Released
T.J. Rodgers, President and Chief Executive Officer            576,831            168,022
Brad W. Buss, Executive Vice President, Finance and
Administration and Chief Financial Officer                     360,519            105,013
Paul Keswick, Executive Vice President, New Product
Development                                                    288,416             84,011
Christopher Seams, Executive Vice President, Sales and
Marketing                                                      288,416             84,011

1,073,125 shares were not earned and as such are forfeited and returned to the equity plan pool.


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