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UTEK > SEC Filings for UTEK > Form 8-K on 25-Mar-2014All Recent SEC Filings

Show all filings for ULTRATECH INC

Form 8-K for ULTRATECH INC


25-Mar-2014

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.

2014 Fiscal Year Incentive Compensation Program. The Compensation Committee of the Board of Directors of Ultratech, Inc. (the "Company") has implemented an incentive compensation program for the Company's executive officers for the 2014 fiscal year, including named executive officers Arthur W. Zafiropoulo, the Company's Chief Executive Officer, and Bruce R. Wright, the Company's Chief Financial Officer. The program is comprised of (i) restricted stock unit awards covering shares of the Company's common stock, (ii) stock option grants covering additional shares of the Company's common stock and (iii) one or more cash bonus opportunities under the Company's Long Term Incentive Plan (the "LTIP") tied to the Company's attainment of pre-established performance objectives for the 2014 fiscal year. The equity award grants were approved by the Compensation Committee on January 27, 2014, and the cash bonus opportunities were approved by the Compensation Committee on March 19, 2014.

Restricted Stock Units

The authorized restricted stock unit awards will be made in a series of four successive equal quarterly grants under the Company's 1993 Stock Option/Stock Issuance Plan, as amended and restated May 31, 2011 (the "Plan"). The quarterly grant dates will occur on the close of business on the second business day following the Company's earnings release for each of the fourth fiscal quarter of the Company's 2013 fiscal year (such grant having already been made February 3, 2014) and the first, second and third fiscal quarters of the Company's 2014 fiscal year. On each such date, the named executive officers will receive a restricted stock unit award covering the number of shares of the Company's common stock indicated:

                            Number of Shares Subject to Each Quarterly
           Name                    Restricted Stock Unit Award
           A. Zafiropoulo                     12,500
           B. Wright                          6,250

Each unit will represent the right to receive one share of the Company's common stock on the designated issuance date following the vesting of that unit. Each quarterly unit award will vest incrementally over a fifty (50)-month period of service with the Company measured from January 1, 2014. The shares of the Company's common stock underlying the units which vest in accordance with the foregoing schedule will be issued on a periodic basis. Accelerated vesting of all the units will occur upon a change in control of the Company, and full or partial accelerated vesting may also occur upon the individual's cessation of employment under certain defined circumstances. The shares underlying any units that vest on such an accelerated basis will be issued concurrently with the vesting acceleration event, subject to any applicable holdback requirements under Section 409A of the Internal Revenue Code. Each executive officer may elect to defer the issuance of the shares to a subsequent date or event in accordance with Section 409A of the Internal Revenue Code.

Stock Option Grants

The authorized stock options will also be granted in a series of four quarterly
installments under the Plan on the same grant dates as the restricted stock unit
awards described above. On each such date, the named executive officers will
receive a stock option covering the number of shares of the Company's common
stock indicated:



                            Number of Shares Subject to Each Quarterly
           Name                            Stock Option
           A. Zafiropoulo                     25,000
           B. Wright                          18,750

Each option grant will have an exercise price equal to the closing price per share of the Company's common stock on the grant date and will have a maximum term of ten years measured from the grant date, subject to earlier


termination upon the executive's termination of employment with the Company. Each option will vest and become exercisable for the option shares incrementally over a fifty (50)-month period of service with the Company measured from January 1, 2014. However, each option will vest in full and become exercisable for all the option shares, on an accelerated basis, upon a change in control of the Company or the individual's cessation of employment under certain defined circumstances.

LTIP Cash Bonuses

Income and Revenue Bonus. The first cash bonus opportunity for each executive officer under the LTIP for the 2014 fiscal year will be based on the Company's attainment of operating income and revenue targets for that year. One-half of that bonus opportunity for each executive officer will be tied to the operating income target, and the other half will be tied to the revenue target. The Compensation Committee has established four performance levels for each goal, and the actual level at which each goal is attained will determine the bonus amount payable to the executive officer with respect to that goal. The target bonus amounts set for the named executive officers are as follows: for Mr. Zafiropoulo, the target bonus is $862,500 representing 150% of his 2014 base salary, and for Mr. Wright, the target bonus is $350,000 representing 100% of his 2014 base salary.

The potential bonus with respect to each goal, as a multiple or fraction of the fifty percent (50%) component of the target bonus allocated to that goal is set forth below for each potential level of goal attainment. Following the close of the 2014 fiscal year, the Compensation Committee will determine the actual bonus amount for each participant. If both performance goals are attained at the Tier I level, then each executive officer will be awarded 50% of his target bonus for the 2014 fiscal year. If both performance goals are attained at the Tier III level, then each executive officer will be awarded an amount equal to his full target bonus. If the actual level of attainment for either goal is between any two designated levels up to the Tier III level, the bonus potential for that goal will be in a dollar amount interpolated on a straight line basis between those two levels. Should any performance milestone be attained at a level in excess of the Tier III level established for that milestone, then the dollar amount of the target bonus allocated to such milestone will be adjusted upward in accordance with the same slope that exists between the Tier II and Tier III levels.

REVENUE GOAL



                                         MULTIPLE/FRACTION OF
                                           50% COMPONENT OF
                   LEVEL OF ATTAINMENT       TARGET BONUS
                   MINIMUM                                .25x
                   TIER I                                 .50x
                   TIER II                                .75x
                   TIER III                               1.0x

OPERATING INCOME GOAL



                                         MULTIPLE/FRACTION OF
                                           50% COMPONENT OF
                   LEVEL OF ATTAINMENT       TARGET BONUS
                   MINIMUM                                .25x
                   TIER I                                 .50x
                   TIER II                                .75x
                   TIER III                               1.0x

One-half of the actual bonus award will be paid to the participant following the close of the 2014 fiscal year, provided the participant continues in the Company's employ through such date or is otherwise eligible for all or portion of that increment by reason of his or her termination of employment under certain defined circumstances. The remainder of the bonus award will be deferred and subject to an annual installment vesting schedule tied to the participant's continued service with the Company over an additional two-year period. The deferred portion will be


paid as it vests and will earn interest at the prime rate until paid. However, the deferred portion will immediately vest in the event the participant's employment terminates under certain defined circumstances. Accelerated payouts may also occur in the event of certain changes in control or ownership of the Company.

Operating Income Percentage Bonus. Messrs. Zafiropoulo and Wright will each be entitled to an additional cash bonus under the LTIP for the 2014 fiscal year based on the Company's operating income relative to its revenue for that year ("Operating Income Percentage") as compared with the Operating Income Percentages for a peer group of companies selected by the Compensation Committee for that same period. Each executive will be eligible to receive a bonus if the Company's Operating Income Percentage ranks in the top three among the peer companies, with the maximum bonus amount (if the Company ranks first among the peers) being $450,000 for each executive. No bonus will be payable if the Company ranks fourth or lower. In addition, the bonus is contingent upon the Company's operating income for the 2014 fiscal year exceeding a threshold amount established by the Compensation Committee (and no bonus will be paid if the threshold is not met), and the bonus amount will be subject to reduction if the Company's operating income does not exceed a target amount established by the Compensation Committee. If such a bonus becomes payable, the bonus will be paid to the executive following the close of the 2014 fiscal year, provided he continues in the Company's employ through the end of the 2014 fiscal year, or is otherwise eligible for all or a portion of the bonus payment by reason of his termination of employment under certain defined circumstances. An accelerated payout may also occur in the event of certain changes in control or ownership of the Company.


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