Appendix A to offer letter Retention Award Vesting Conditions

Contract Categories: Human Resources - Retention Agreements
EX-10.2 3 adi-01312015xex102.htm EXHIBIT 10.2 ADI-01.31.2015-Ex 10.2

Exhibit 10.2



Hittite Microwave Corporation
2 Elizabeth Drive
Chelmsford, Massachusetts 01824
 
August 27, 2013
 
Rick D. Hess
65 Village Road
Westford, MA 01886
Dear Rick,
Reference is made to the employment agreement dated March 13, 2013 between Hittite Microwave Corporation (“Hittite” or the “Company”) and you (the “Employment Agreement”). This is to confirm our agreement that, in order to correct a clerical error in Appendix A to the Employment Agreement as executed on March 13, 2013, relating to the conditions for vesting of the Retention Award described therein,the Employment Agreement shall be, and it is hereby, amended by replacing such Appendix A with the corrected version of Appendix A in the form attached to this letter.

Except as expressly amended hereby, the Employment Agreement shall remain in force and be given effect in accordance with its terms.

Please confirm that this letter correctly sets forth our agreement by signing where indicated below and returning an executed copy of this offer to me at your earliest convenience.
 
 
Sincerely,
 
/s/ Franklin Weigold
Franklin Weigold
 
Chairman of the Board
Acknowledged and agreed:.
 
 
 
 
 
 
 
 
/s/ Rick D. Hess
 
 
 
August 27, 2013
 
 
Rick D. Hess
 
 
 
Date
 
 
 
 
 
 
cc: HR file
 





Appendix A to offer letter
 
Retention Award Vesting Conditions

The Retention Award will vest on the fourth anniversary of the date of grant of the award (the “Vesting Date”), provided that you are employed by the Company on that date, with the number of shares that vest, if any, being determined as follows:

At the conclusion of the four-year period ending on the Vesting Date (the “Measurement Period”), the total shareholder return (as defined below) (“TSR”) of the Company’s common stock over the Measurement Period will be calculated in a manner specified in the award agreement and ranked by percentile in relation to the TSRs of a representative group of public semiconductor companies, including the Company, selected by the Compensation Committee (the “Comparison Group”), calculated in the same manner over the Measurement Period.

•
If the Company’s TSR is below the 25th percentile of the Comparison Group, no shares will vest;

•
If the Company’s TSR is at the 50th percentile of the Comparison Group, the number of shares as to which the award will vest will be equal to [insert number of shares having an aggregate value on the date of grant equal to$1.5 million] (the “Target Award”);

•
If the Company’s TSR is positive (the “Positive TSR Condition”) and is at or above the 75th percentile of the Comparison Group, a number of shares equal to 200% of the Target Award will vest; provided ,that in no event will the number of shares that vest exceed that number of shares as have an aggregate market value on the Vesting Date, determined by reference to the closing price of the Company’s Common Stock on the Vesting Date, as reported by Nasdaq, equal to $4.5 million (the “Share Cap”);

•
If the Company’s TSR is between the 25th percentile and the 50th percentile, the number of shares that will vest will be determined by linear interpolation, consistent with the following illustration:


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Company TSR
at the stated percentile
Percentage of
Target Award Issued
At or below 25th
0
%
30th
20
%
35th
40
%
40th
60
%
45th
80
%
50th
100
%


•
If the Company’s TSR is above the 50th percentile, the number of shares that vest will be determined by linear interpolation, consistent with the following illustration, and subject to the limitations that (a) no shares in excess of the Target Award shall vest if the Positive TSR Condition is not met, and (b) in no event will the number of shares that vest exceed the Share Cap:

Company TSR
at the stated percentile
Percentage of
Target Award Issued
50th
100
%
55th
120
%
60th
140
%
65th
160
%
70th
180
%
75th or above
200
%


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