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SIGM > SEC Filings for SIGM > Form 8-K on 25-Feb-2014All Recent SEC Filings

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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.

(d) On February 19, 2014, the Board of Directors of Sigma Designs, Inc. ("Sigma") elected Martin Manniche to serve as a member of the Board of Directors (the "Board"), effective as of February 19, 2014. Mr. Manniche has no direct or indirect material interest in any transaction or proposed transaction required to be reported under Item 404(a) of Regulation S-K or Item 5.02(d) of Form 8-K.

In connection with his appointment, Mr. Manniche was granted a restricted stock unit award representing 45,918 shares of Sigma's common stock, which award will vest over a two-year period, subject to Mr. Manniche's continued service on the Board. This award will become fully vested upon a change in control of Sigma. Mr. Manniche will also participate in Sigma's standard cash compensation program for non-employee directors.

It is contemplated that Sigma and Mr. Manniche will enter into the standard Sigma Indemnification Agreement for directors. This agreement requires Sigma, among other things, to indemnify its directors against liabilities that may arise by reason of their status or service. The agreement also requires Sigma to advance all expenses incurred by the directors in investigating or defending any such action, suit or proceeding, subject to the terms contained in the agreement. The foregoing description is qualified in its entirety by the full text of the form of indemnification agreement, which was filed as Exhibit 10.2 to Sigma's Current Report on Form 8-K filed with the Securities and Exchange Commission on August 3, 2012 and is incorporated by reference herein.

On February 24, 2014, Sigma issued a press release announcing the appointment of Mr. Manniche to the Board. The full text of the press release is attached hereto as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

No. Exhibit Title or Description

99.1 Press release dated February 24, 2014.

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