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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-K

 

(Mark One)

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2022

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____________ to ___________

Commission File Number 1-12031

 

 

img33791406_0.jpg 

UNIVERSAL DISPLAY CORPORATION

(Exact name of registrant as specified in its charter)

 

 

Pennsylvania

 

23-2372688

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

 

250 Phillips Boulevard, Ewing, New Jersey

 

08618

(Address of principal executive offices)

 

(Zip Code)

Registrant’s telephone number, including area code: (609) 671-0980

 

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

 

Trading Symbol(s)

 

Name of each exchange on which registered

Common Stock, $0.01 par value

 

OLED

 

The NASDAQ Stock Market LLC

Securities registered pursuant to Section 12(g) of the Act: None

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Non-accelerated filer

☒

☐

Accelerated filer

Smaller reporting company

☐

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act by the registered public accounting firm that prepared or issued its audit report. ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant computed by reference to the closing sale price of the registrant’s common stock on the NASDAQ Global Select Market as of June 30, 2022, was $4,384,120,131. Solely for purposes of this calculation, all executive officers and directors of the registrant and all beneficial owners of more than 10% of the registrant’s common stock (and their affiliates) were considered affiliates.

As of February 21, 2023, the registrant had outstanding 47,254,292 shares of common stock.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant’s Proxy Statement for the 2023 Annual Meeting of Shareholders, which is to be filed with the Securities and Exchange Commission no later than May 1, 2023 (the first business day after the 120th day following the end of the registrant's fiscal year), are incorporated by reference into Part III of this report.

 

Auditor Firm Id:

185

Auditor Name:

KPMG, LLP

Auditor Location:

Philadelphia, PA, USA

 

 

 

TABLE OF CONTENTS

 

 

PART I

 

 

 

 

ITEM 1.

BUSINESS

2

ITEM 1A.

RISK FACTORS

16

ITEM 1B.

UNRESOLVED STAFF COMMENTS

26

ITEM 2.

PROPERTIES

26

ITEM 3.

LEGAL PROCEEDINGS

26

ITEM 4.

MINE SAFETY DISCLOSURES

27

 

 

 

 

PART II

 

 

 

 

ITEM 5.

MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

28

ITEM 6.

RESERVED

30

ITEM 7.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

31

ITEM 7A.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

37

ITEM 8.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

37

ITEM 9.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

37

ITEM 9A.

CONTROLS AND PROCEDURES

37

ITEM 9B.

OTHER INFORMATION.

38

ITEM 9C.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

38

 

 

 

 

PART III

 

 

 

 

ITEM 10.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

39

ITEM 11.

EXECUTIVE COMPENSATION

39

ITEM 12.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

39

ITEM 13.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

39

ITEM 14.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

39

 

 

 

 

PART IV

 

 

 

 

ITEM 15.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

40

ITEM 16.

FORM 10-K SUMMARY

42

 

 

 

 

 

 

i

 

CAUTIONARY STATEMENT

CONCERNING FORWARD-LOOKING STATEMENTS

This report and the documents incorporated by reference in this report contain some “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements concern possible or assumed future events, results and business outcomes. These statements often include words such as “believe,” “expect,” “anticipate,” “intend,” “plan,” “estimate,” “seek,” “will,” “may,” “project” or similar expressions. These statements are based on assumptions that we have made in light of our experience in the industry, as well as our perceptions of historical trends, current conditions, expected future developments and other factors we believe are appropriate under the circumstances.

As you read and consider this report, you should not place undue reliance on any forward-looking statements. You should understand that these statements involve substantial risk and uncertainty and are not guarantees of future performance or results. They depend on many factors that are discussed further under Item 1A (Risk Factors) below, including:

•
successful commercialization by organic light emitting diode (OLED) manufacturers of products incorporating our OLED technologies and materials and their continued willingness to utilize our OLED technologies and materials;
•
the adequacy of protections afforded to us by the patents that we own or license and the cost to us of maintaining, enforcing and defending those patents;
•
our ability to protect our patented and non-patented intellectual property;
•
our exposure to and ability to defend against third-party claims and challenges to our existing and future intellectual property rights;
•
our ability to maintain our competitive position following the expiration of our fundamental phosphorescent organic light-emitting diode (PHOLED) patents;
•
our ability to form and continue strategic relationships with manufacturers of OLED products;
•
the payments that we expect to receive under our existing contracts with OLED manufacturers and the terms of contracts that we expect to enter into with OLED manufacturers in the future;
•
the potential commercial applications of and future demand for our OLED technologies and materials, and of OLED products in general;
•
impacts of the COVID-19 pandemic on the global economy, consumer spending and global supply chains, as well as volatility in and disruption of financial markets;
•
our ability to offer and our customers’ willingness to continue to purchase our materials in the event of substantial increases in tariffs or restrictions resulting from international trade disputes;
•
our customers' development and use of more efficient manufacturing processes and material processing protocols that result in the more efficient utilization of our materials, and therefore reduce their requirements for our materials;
•
the comparative advantages and disadvantages of our OLED technologies and materials versus existing and future competing technologies and materials;
•
the outcomes of our ongoing and future research and development activities, and those of others, relating to OLED technologies and materials;
•
our ability to acquire and supply OLED materials and technologies at cost competitive pricing;
•
our ability to compete against third parties with resources greater than ours;
•
our ability to respond to and address malicious cybersecurity and IT infrastructure attacks;
•
our quarterly cash dividend policy;
•
our future OLED technology licensing and OLED material revenues and results of operations, including supply and demand for our OLED materials; and
•
general economic and market conditions, including impacts resulting from pandemic outbreaks and regional geopolitical hostilities.

Changes or developments in any of these areas could affect our financial results or results of operations and could cause actual results to differ materially from those contemplated by any forward-looking statements.

All forward-looking statements speak only as of the date of this report or the documents incorporated by reference, as the case may be. We do not undertake any duty to update, correct, modify, or supplement any of these forward-looking statements to reflect events or circumstances after the date of this report or to reflect the occurrence of unanticipated events.

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PART I

ITEM 1. BUSINESS

Our Company

We are a leader in the research, development and commercialization of organic light emitting diode (OLED) technologies and materials for use in display and solid-state lighting applications. OLEDs are thin, lightweight and power-efficient solid-state devices that emit light that can be manufactured on both flexible and rigid substrates, making them highly suitable for use in full-color displays and as lighting products. OLED displays are capturing a growing share of the display market, especially in the mobile phone, television, monitor, wearable, tablet, notebook and personal computer, augmented reality (AR), virtual reality (VR) and automotive markets. We believe that this is because OLEDs offer potential advantages over competing display technologies with respect to power efficiency, contrast ratio, viewing angle, video response time, form factor and manufacturing cost. We also believe that OLED lighting products have the potential to replace many existing light sources in the future because of their high-power efficiency, excellent color rendering index, low operating temperature and novel form factor. Our technology leadership, our current intellectual property position, and our more than 20 years of experience working closely with leading OLED display manufacturers are some of the competitive advantages that should enable us to continue to share in the revenues from OLED displays and lighting products as they gain wider acceptance.

Our primary business strategy is to (1) develop new OLED materials and sell existing and new materials to product manufacturers for display applications, such as mobile phones, televisions, monitors, wearables, tablets, portable media devices, notebook computers, personal computers and automotive applications, and specialty and general lighting products; and (2) further develop and either license or otherwise commercialize our proprietary OLED material, device design and manufacturing technologies to those manufacturers. We have established a significant portfolio of proprietary OLED technologies and materials, primarily through our internal research and development efforts and acquisitions of patents and patent applications, as well as maintaining long-standing, and establishing new relationships with world-class universities, research institutions and strategic manufacturing partnerships. We currently own, exclusively license or have the sole right to sublicense more than 5,500 patents issued and pending worldwide.

We manufacture and sell our proprietary OLED materials to customers for evaluation and use in commercial OLED products. We also enter into agreements with manufacturers of OLED display and lighting products under which we grant them licenses to practice under our patents and to use our proprietary know-how. At the same time, we work with these and other companies that are evaluating our OLED material, device design and manufacturing technologies for possible use in commercial OLED display and lighting products.

Market Overview

The Display Panel Market

Thin, energy-efficient display panels that can be manufactured on glass or flexible substrates are essential for a wide variety of portable consumer electronics products, such as mobile phones, AR/VR headsets, digital cameras, wearables, tablets and notebook computers. Due to their narrow profile and light weight, flat panel displays are the display of choice for larger product applications, such as computer monitors and televisions.

Liquid crystal displays, or LCDs, continue to dominate the flat panel display market. However, we believe that OLED displays are an attractive alternative to LCDs, and OLED displays are gaining market share, because they offer a number of potential advantages, including:

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higher power efficiencies, thereby reducing energy consumption;
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a thinner profile and lighter weight;
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higher contrast ratios, leading to sharper picture images and graphics;
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wider viewing angles;
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deposition on non-rigid substrates which enable conformable and flexible displays;
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faster response times for video and gaming; and
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lower cost manufacturing methods and materials.

Based on these characteristics, product manufacturers have adopted small-area OLED displays for use in a wide variety of electronic devices, such as smartphones, wearables and tablets. Manufacturers are increasingly commercializing large-area OLED displays for use in televisions and monitors. We believe that if these efforts are successful, they could result in sizeable markets for OLED displays.

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Organic materials make technically possible the development of flexible displays for use in an entirely new array of product applications. Such applications include display devices that fold in use, or conform to various shapes for wearable, rollable, industrial and ruggedized applications. In addition, due to the inherent transparency of the organic materials and transparent electrode technologies, OLEDs eventually may enable the production of transparent displays for use in products such as automotive windshields and windows with embedded displays.

The Solid-State Lighting Market

Traditional incandescent light bulbs are inefficient because they convert only about 5% of the energy they consume into visible light, with the rest emerging as heat. Fluorescent lamps use excited gases, or plasmas, to achieve a higher energy conversion efficiency of about 20%. However, the color rendering index of most fluorescent lamps – in other words, the quality of their color compared to an ideal light source – is inferior to that of an incandescent bulb. Fluorescent lamps also pose environmental concerns because they typically contain mercury.

Solid-state lighting relies on the direct conversion of electricity to visible light using semiconductor materials. By avoiding the heat and plasma-producing processes of incandescent bulbs and fluorescent lamps, respectively, solid-state lighting products can have substantially higher energy conversion efficiencies.

There are currently two basic types of solid-state lighting devices: inorganic light emitting diodes, or LEDs, and OLEDs. Current LEDs are very small in size (about one square millimeter) and are extremely bright. Having been developed about 25 years before OLEDs, LEDs are already widely employed in a variety of lighting products, such as traffic lights, digital signage and billboards, replacements for incandescent lighting, backlights for smartphones, computer monitors and televisions, and as border or accent lighting. However, most commercial LED offerings are characterized by high operating temperatures and intense brightness which may make them less desirable for many lighting applications.

OLEDs, on the other hand, can be designed to provide improved lighting characteristics because they can be larger in size and can be viewed directly, without using diffusers that are required to temper the intense brightness of LEDs. OLEDs can be fabricated onto any suitable surface, including glass, plastic or metal foil, and could be cost-effective to manufacture in high volume. Given these characteristics, product manufacturers are working on and have introduced limited product applications of OLEDs for diffuse specialty lighting applications and ultimately general illumination. If these efforts are successful, we believe that OLED lighting products could begin to be used for applications currently addressed by other existing lighting technologies, as well as for new applications that take advantage of the OLED form factor. In particular, the ability of OLED technology to produce uniform illumination over arbitrary shapes is making OLED lighting very attractive to the automobile industry as well as the digital signage industry.

Our Competitive Strengths

We believe that we currently are one of the leading technology developers in the OLED industry because we were the first company to develop and commercialize PHOLED emitter technology. Our experienced management and research teams have built an extensive intellectual property portfolio around our OLED technologies and materials, particularly with regard to PHOLED emitter materials, which we continually seek to enhance and grow. We work diligently, through the delivery of high-quality commercial products, superior technical support and customer service, to enable our industry-leading customers, which primarily are large display manufacturers, to adopt our OLED technologies and materials through implementation of long-term commercial material supply and patent and know-how license agreements. Our key competitive strengths include:

Technology Leadership

We are a recognized technology leader in the OLED industry. We, along with world-class academic partners, pioneered the development of our UniversalPHOLED® phosphorescent OLED technologies, which can be used to produce OLEDs that are up to four times more efficient than fluorescent OLEDs and significantly more efficient than current LCDs, which are illuminated using backlights. We believe that our PHOLED technologies and materials will continue to be well-suited for industry usage in the commercial production of OLED displays and lighting products.

Through our internal, innovative research, which has produced the majority of our most critical commercial technologies, our relationships with supplier companies, such as PPG Industries, Inc. (PPG), and our existing and new academic partners, we believe that we can continue to advance the technology we have already developed and commercialized, and that we will continue to discover and develop other important OLED technologies, as well as novel OLED materials, that will facilitate further adoption of our various OLED technologies by product manufacturers. To this end, we operate two state-of-the-art laboratories, or Application Centers, near our larger customers in the Asia-Pacific region. These Application Centers have provided us and our customers with the ability to more quickly evaluate, develop and bring to market our newest OLED materials and technologies. We also are committing significant resources to

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further the development of next-generation emissive layer technologies and dry printing technologies such as organic vapor jet printing (OVJP).

Broad Portfolio of Intellectual Property

Generally, each of our commercial offerings is protected by multiple patents which can help us either to prevent or combat the introduction of counterfeit and/or knock-off products that could potentially impact the market demand for our OLED materials and technologies. Our strong patent and non-patented know-how portfolios in the areas of PHOLED emitter materials, complementary PHOLED materials, OLED device designs, and OLED manufacturing technologies are reflective of our continued commitment to innovate and invest. We believe that our extensive portfolio of patents and non-patented know-how provides us with a competitive advantage in the OLED industry.

Through our internal development efforts, acquisitions, and long-standing relationships with academic partners, research institutions and product manufacturers, we own, exclusively license or have the sole right to sublicense more than 5,500 patents issued and pending worldwide. We continue to enhance and grow our OLED technology and materials patent portfolio organically through internal research and development, partnering with third parties, and by acquisition. We also continue to accumulate valuable non-patented technical know-how relating to our OLED technologies and materials.

Leading Supplier of UniversalPHOLED® Emitter Materials and Related Technology Licensing

We are the leading supplier of PHOLED emitter materials to OLED device manufacturers. The emitter material, which is designed to efficiently convert electrical energy to a desired wavelength of light, is the key component in an OLED device. Our manufacturing partner of over 20 years, PPG, continues to manufacture our materials for us, using proprietary manufacturing processes and know-how, which materials we then qualify to our exacting product specifications and resell on a just-in-time basis to OLED device manufacturers. We record revenues based on our sales of these materials to OLED device manufacturers. Our commercial supply agreements typically require our customers to purchase minimum quantities of our materials, which purchases can be in the form of annual minimum purchase undertakings or as a minimum percentage of their purchase requirements, or a combination of both.

Our commercial supply arrangements allow us to maintain close technical and business relationships with these OLED device manufacturers purchasing our proprietary materials, and thereby further supports our technology licensing business. We do not directly manufacture or sell OLED display or lighting products. Instead, we enter into non-exclusive licensing arrangements with OLED device manufacturers, many of which also purchase our materials, that pay us fixed license fees and/or running royalties based on their sales of licensed commercial products using our proprietary technology and patents. We believe this business model allows us to concentrate on our core strengths of technology development and innovation, while at the same time provides significant operating leverage. We also believe that this approach may reduce potential competitive conflicts with our customers.

Long-Standing Customer Relationships

We have long-standing customer relationships with OLED device manufacturers that are using, or are evaluating for use, our OLED materials in commercial OLED products. We have more than 20 years of experience in working closely with OLED device manufacturers and have provided support to them in their commercialization of OLED technology by delivering customer-specific solutions for red, green, and yellow emitter materials, or dopants.

We have a proven track record of delivering consistent, high-quality OLED material to our customers. We provide just-in-time supply to our customers and serve as a sole source to them for many of our critical materials. We believe that our unparalleled manufacturing partners, namely PPG, our well-established supply chain, our multi-tier quality testing, and our product assurance protocols make us a preferred partner for our customers and for any large-scale OLED display manufacturer that wants to deliver to high-quality international end-customers.

In 2022, our largest customers for our PHOLED materials included Samsung Display Co., Ltd. (SDC), LG Display Co., Ltd. (LG Display), BOE Technology Group Co., Ltd. (BOE), Tianma Micro-electronics Co., Ltd. (Tianma), Visionox Technology, Inc. (Visionox), Wuhan China Star Optoelectronics Semiconductor Display Technology Co., Ltd. (CSOT), Shenzhen Royale Display Technologies Co. Ltd., Japan Display, Inc., Sharp Corporation, and AU Optronics Corporation (AU Optronics). Other licensed customers of our technology in 2022 included Kaneka Corporation, Pioneer Corporation, and OLEDWorks L.L.C.

Complementary UniversalPHOLED® Host Material Business

In addition to our proprietary UniversalPHOLED® emitter materials, we continue to develop, supply and offer for sale certain of our proprietary phosphorescent host materials to OLED device manufacturers. In addition, we have entered into a number of host

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material strategic partnerships through development agreements with OLED material partners that are focused on combining our proprietary PHOLED emitters with hosts and other OLED materials of these companies in order to optimize the performance of our emitters in our customers’ newest product designs. We do not believe that revenue from our host development and third-party collaboration agreements will be significant compared with our emitter business. However, we believe that development and collaborative relationships such as these are important for ensuring the continued success of the OLED industry and the broader adoption of our PHOLED and other OLED technologies in the marketplace.

Experienced Management and Scientific Advisory Team

Our management team has significant experience in developing business models focused on licensing disruptive technologies in high growth industries. The team has strong relationships with, and deep understandings of, our customers and their needs, the commercial marketplace and the OLED industry on the whole. We believe our management team’s experience and long-standing relationships are important to maintaining good and accommodating working relationships with our customers, particularly when we are confronted with challenging technical, regulatory and trade issues given our international reach. In addition, we employ and contract with some of the leading researchers in the industry, and we maintain a long-standing Scientific Advisory Board that includes industry pioneers, namely Professor Stephen R. Forrest of the University of Michigan (Michigan) and Professor Mark E. Thompson of the University of Southern California (USC).

Our Business Strategy

Our current business strategy is to continue to promote and expand our portfolio of OLED technologies and materials for widespread use in OLED displays and lighting products. We generate revenues primarily by selling our proprietary OLED materials and licensing our OLED technologies to display and lighting product manufacturers. We are presently focused on the following steps to implement our business strategy:

Expand Our Collaborative Relationships with Leading Product Manufacturers and Developers

We collaborate and partner with leading manufacturers of displays and lighting products who are commercial licensees of our OLED technologies and purchasers of our OLED materials. We also supply our proprietary OLED materials to manufacturers and developers of OLED displays and lighting products for evaluation and for use in product development and for pre-commercial activities, and we provide technical assistance and support to these manufacturers and developers to foster ongoing relationships and new commercial agreements. We concentrate on working closely with OLED device manufacturers and developers because we believe that the successful incorporation of our technologies and materials into commercial products is critical to their widespread adoption.

Enhance Our Existing Portfolio of PHOLED Technologies and Materials

We believe that a strong portfolio of proprietary OLED technologies and materials for both displays and lighting products is critical to our continued success, particularly as the utilization of PHOLED technologies and materials expands in the marketplace. Consequently, we are continually seeking to expand this portfolio through our internal development efforts, our collaborative relationships with existing and new academic and other research partners, and other strategic opportunities, such as funding early-stage startup companies whose technology may be synergistic to ours. Since the acquisition of the early fundamental research developed by our initial academic partners in the late 1990’s, one of our primary goals has been and continues to be the development of new and improved PHOLED technologies and materials with increased efficiencies, enhanced color gamut and extended lifetimes, which are compatible with different manufacturing methods, so that they can be used by various manufacturers in a broad array of OLED display and lighting products.

Develop Next-Generation Organic Technologies

We continue to conduct research and development activities relating to next-generation OLED technologies for both displays and lighting products, including next generation emissive layer technologies and dry printing technologies such as OVJP, which we discuss in more detail below. We also are funding research by existing and new academic partners and research institutions on the use of OLED related technologies in other applications. Our focus on next-generation technologies is designed to enable us to maintain our position as a leading provider of OLED and other organic electronics technologies and materials as new markets emerge.

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Business and Geographic Markets

We derive revenue from the following:

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sales of OLED materials for evaluation, development and commercial manufacturing;
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intellectual property and technology licensing;
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technology development and support, including third-party collaboration efforts and providing support to third parties for commercialization of their OLED products; and
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contract research services in the areas of chemical materials synthesis research, development and commercialization for non-OLED applications.

Most manufacturers of displays and lighting products who are or might potentially be interested in our OLED technologies and materials are currently located outside of the United States, particularly in the Asia-Pacific region. To provide on-the-ground support to these manufacturers, we have established wholly-owned subsidiaries in Ireland, Korea, Japan, China and Hong Kong, as well as a representative office in Taiwan. In 2019, we also completed the construction of new Application Centers in Hong Kong and Pangyo, South Korea, which allow our Asia-based display manufacturers to evaluate our technology more quickly and incorporate the technology into their commercial designs. Our wholly-owned subsidiary formed under the laws of the Republic of Ireland, UDC Ireland Ltd. (UDC Ireland), is responsible for all material sales worldwide (excluding the United States) and for licensing and managing intellectual property and undertaking certain other business transactions in all non-U.S. territories.

In 2022, we received a majority of our revenue from three customers domiciled in the Asia-Pacific region, BOE, LG Display and SDC, from each of which we had revenue in excess of 10% of our consolidated revenue. Our business is heavily dependent on our relationships with these customers. Substantially all revenue derived from our customers is denominated in U.S. dollars.

We generally enter into long-term agreements with our customers, which may include (1) a commercial supply agreement for the purchase of specific OLED materials, and (2) patent and know-how license agreements that relate to the manufacture of display and lighting devices. Generally, our commercial material supply agreements provide for multi-year purchase commitments, typically on a price per gram basis, which entitle our customers to certain discounts, technical support on the use of our OLED materials in mass production facilities, and access to certain future OLED materials. In order to secure preferential pricing and technology access, a customer typically agrees to certain minimum purchase obligations which can be in the form of annual minimum purchase undertakings or a percentage of their purchase requirements, or a combination of both. If a customer does not meet its minimum purchase obligations, generally we would have the right to review pricing for future material sales and impose other financial penalties.

Our patent and know-how license agreements generally are made available to our customers for the manufacture of OLED devices. In addition, we also may license to certain material company partners the right to manufacture certain OLED materials that are complementary to our phosphorescent emitter materials. These licenses have included licenses to make host products and certain other non-phosphorescent materials. We believe it is in our, and our customers’ best interests to facilitate the development of materials that are complementary to our offerings and which assist our customers to produce more efficient and manufacturable devices with our materials. These collaboration efforts are likely to generate additional licensing fees for us under our license agreements. Although our customers generally pay us fixed license fees and/or running royalties for OLED licensed products that they manufacture, our material partner licensees generally pay us a portion of their sales for materials that are developed under material collaboration agreements and subsequently commercialized. To date, these material collaboration arrangements have not generated significant revenues for us.

For more information on our revenues, costs and expenses associated with our business, as well as a breakdown of revenues from North America and foreign sources, please see our Consolidated Financial Statements and the notes thereto, as well as “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” included elsewhere in this report.

Our Technology and its Relation to OLED Technology and Structure

OLED devices are solid-state semiconductor devices made from thin films of organic material that emit light of various wavelengths when electricity is selectively applied to the emissive layer of the device. OLED devices are typically referred to as incorporating an “OLED stack.” OLED stacks vary in specific structure but those commonly used today may include a cathode, an electron injection layer, an electron transport layer, an emissive layer, a hole transport layer, a hole injection layer and an anode, all of which are placed on a substrate which may be made of a number of different materials, including glass, plastic and metal.

Our technology and materials are most commonly utilized in the emissive layer; the materials in the emissive layer are the light-generating component of the OLED stack. Many of our key technologies relate primarily to phosphorescent emitter materials, which we believe are more energy efficient than fluorescent emitter materials that can also be used to generate light within the emissive layer of

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the OLED device. We began selling emitter materials commercially in 2003. A manufacturer will use a small amount of emitter material for each device through a process called “doping” into a host material. The emitter material(s) and the host material(s) together form an emissive layer system. Depending on the nature of the OLED device, the emissive materials and emissive layer system may be designed to emit different colors. We have commercially produced and sold phosphorescent emitter materials that produce red, yellow, green and light-blue light, which are combined in various ways for the display and lighting markets.

Our current materials business, conducted outside the United States by UDC Ireland, is focused primarily on the delivery of such emissive materials. We have also developed host materials for the emissive layer and began selling them commercially in 2011. In addition to our materials, which are generally protected by patents covering various molecular structures, we also have system and process patents that cover various fundamentally important aspects of the OLED device, device architectures, use of materials in devices and OLED manufacturing processes. These patents are important to our licensing business because they enable us to provide our business partners important OLED related technologies.

Our PHOLED Technologies

PHOLED technologies utilize specialized materials and device structures that allow OLEDs to emit light through a process known as phosphorescence. Traditional fluorescent OLEDs emit light through an inherently less efficient process. Theory and experiment show that PHOLEDs exhibit device efficiencies up to four times higher than those exhibited by fluorescent OLEDs. Phosphorescence substantially reduces the power requirements of an OLED and is useful in displays for hand-held devices, such as smartphones, where battery power is often a limiting factor.

Phosphorescence is also important for large-area displays such as televisions, where higher device efficiency and lower heat generation may enable longer product lifetimes and increased energy efficiency.

We have a strong intellectual property portfolio surrounding our existing PHOLED technologies and materials for both displays and lighting products which we market under the UniversalPHOLED® brand. We devote a substantial portion of our efforts to developing new and improved proprietary PHOLED materials and device architectures for red, green, yellow, blue and white OLED devices. In 2022, we continued our commercial supply relationships with companies such as BOE, LG Display, SDC, Tianma, CSOT and Visionox to use our PHOLED materials to manufacture OLED displays. In addition, we have worked and continue to work closely with customers evaluating and qualifying our proprietary PHOLED materials for commercial usage in both displays and lighting products, and with other material suppliers to combine our PHOLED emitters with their phosphorescent hosts and other OLED materials.

Our Additional Proprietary OLED Technologies

Our intellectual property, research, development and commercialization efforts also encompass a number of other OLED device and manufacturing technologies, including, but not limited to, the following:

FOLED ™ Flexible OLEDs

We are working on a number of technologies required for the fabrication of OLEDs on flexible substrates. Most other flat panel displays are built on rigid glass substrates. In contrast, FOLEDs are OLEDs built on non-rigid substrates such as plastic or metal foil. This has the potential to enhance durability and enable conformation to certain shapes or repeated bending or flexing. Many OLED smartphone displays are built on plastic substrates including those produced by SDC and LG Display. Several of our customers demonstrated different foldable and rollable FOLED displays at recent Consumer Electronics Shows in Las Vegas, NV. The commercial introduction of such FOLED product offerings demonstrates the viability of new display product applications, such as portable, roll-up communications televisions, tablets, notebook computers and smartphones, as well as enhances the usefulness of such devices in ruggedized, industrial and wearable computing systems. Manufacturers also may be able to produce FOLEDs using more efficient continuous, or roll-to-roll, processing methods in the future. Our internal research and development efforts are expected to enhance and promote the future adoption of consumer and industrial FOLED devices.

OVJP® Organic Vapor Jet Printing

OLEDs could be manufactured using other processes as well, including OVJP. As a direct printing technique, OVJP technology has the potential to offer high deposition rates for large-area OLEDs. In addition, OVJP technology reduces OLED material waste associated with use of a shadow mask (i.e., the waste of material that deposits on the shadow mask itself when fabricating an OLED). By comparison to inkjet printing, an OVJP process does not use liquid solvents and therefore the OLED materials utilized are not limited by their viscosity or solvent solubility. OVJP also avoids generation of solvent wastes and eliminates the additional step of removing residual solvent from the OLED device. In 2019, we installed a red-green-blue OVJP pilot tool at our Ewing, New Jersey facility, and we continue to collaborate on OVJP technology development with Professor Forrest of Michigan. In June 2020, we formed a

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wholly-owned subsidiary, OVJP Corporation (OVJP Corp), as a Delaware corporation. Based in California, OVJP Corp was founded to advance the commercialization of our proprietary OVJP technology. As of December 31, 2022, OVJP Corp employed a team of 22 research, mechanical, electrical and software engineers and laboratory technicians. We believe the successful implementation of the OVJP technology has the potential to increase the addressable market for large-size OLED panels while also serving another potential growth market for our proprietary PHOLED materials and technologies.

Our Strategic Relationships with Product Manufacturers

We have established early-stage evaluation programs, development and pre-commercial programs, and commercial arrangements with a substantial number of manufacturers or potential manufacturers of OLED display and lighting products. Many of these relationships are directed towards tailoring our proprietary OLED technologies and materials for use by individual manufacturers. Our ultimate objective is to license our OLED technologies and sell our OLED materials to these manufacturers for their commercial production of OLED products.

Relationships with OLED Display Manufacturers

We license our OLED technologies and patents to display manufacturers for use in commercial products and supply our proprietary OLED materials to these manufacturers for both commercial use and evaluative purposes. We have been collaborating with some of these display manufacturers for over 20 years.

We have been working with SDC and providing our PHOLED materials to SDC for evaluation since 2001. Under the terms of a patent license agreement, we license our patents and technologies to SDC for its manufacture and sale of AMOLED (active-matrix organic light-emitting diode) display products. Under the terms of a supplemental purchase agreement, we supply our proprietary PHOLED materials to SDC for its use in manufacturing licensed products. We also continue to supply SDC with our proprietary UniversalPHOLED materials for use in its development efforts under a 2001 joint development agreement.

Prior to the expiration of the then-current 2018 license and purchase agreements with SDC on December 31, 2022, we entered into, on December 2, 2022, new patent license and supplemental purchase agreements, both with an effective date of January 1, 2023. These agreements, which cover the manufacture and sale of specified OLED display materials, last through the end of 2027 with an additional two-year extension option for SDC. Under these agreements, we are being paid a license fee, which includes quarterly and annual payments over the agreement term of five years. These agreements convey to SDC the non-exclusive right to use certain of our intellectual property assets for a limited period of time that is less than the estimated life of the assets. The supplemental purchase agreement provides for minimum annual purchase obligations of red and green phosphorescent emitter material from us for use in the manufacture of licensed products. The minimum commitment is subject to SDC's requirements for phosphorescent emitter materials and our ability to meet these requirements over the term of the supplemental agreement. SDC is currently the largest manufacturer of AMOLED displays for smartphones and other personal electronic devices and produces displays for a number of different smartphone and electronic device manufacturers.

We have been working with LG Display and its affiliates for over 15 years. In 2015, we entered into an OLED patent license agreement and an OLED commercial supply agreement with LG Display, which were effective as of January 1, 2015. The terms of these agreements were extended by a January 1, 2021 amendment through the end of 2025. The patent license agreement provides LG Display a non-exclusive, royalty bearing portfolio license to make and sell OLED displays under our patent portfolio. The patent license calls for license fees, prepaid royalties and running royalties on licensed products. The OLED commercial supply agreement provides for the sales of materials for use by LG Display, which may include phosphorescent emitters and host materials. The agreements provide for certain other minimum obligations relating to the volume of material sales anticipated over the life of the agreements as well as minimum royalty revenue. LG Display is currently the largest manufacturer of AMOLED displays for large-area televisions and produces display panels for a number of different television manufacturers.

In 2016, we entered into long-term, multi-year OLED patent license and material purchase agreements with Tianma. Under the license agreement, we have granted Tianma non-exclusive license rights under various patents owned or controlled by us to manufacture and sell OLED display products. The license agreement calls for license fees and running royalties on Tianma’s sales of licensed products. Additionally, we supply phosphorescent OLED materials to Tianma for use in its licensed products. In 2021, we mutually agreed to extend the terms of both the patent license and material purchase agreements for an additional multi-year term.

In 2017, we entered into long-term, multi-year agreements with BOE. Under these agreements, we have granted BOE non-exclusive license rights under various patents owned or controlled by us to manufacture and sell OLED display products. We also supply phosphorescent OLED materials to BOE for use in its licensed products.

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In 2018, we entered into long-term, multi-year OLED patent license and material purchase agreements with Visionox. Under the license agreement, we have granted certain of Visionox’s affiliates non-exclusive license rights under various patents owned or controlled by us to manufacture and sell OLED display products. The license agreement calls for license fees and running royalties on licensed products. Additionally, we supply phosphorescent OLED materials to Visionox for use in its licensed products. In 2021, we announced an extension of the Visionox agreement by entering into new five-year OLED material supply and license agreements with a new affiliate of Visionox, Visionox Hefei Technology Co. Ltd.

In 2019, we entered into an evaluation and commercial supply relationship with CSOT. In 2020, we entered into long-term, multi-year agreements with CSOT. Under these agreements, we have granted CSOT non-exclusive license rights under various patents owned or controlled by us to manufacture and sell OLED display products. We also supply phosphorescent OLED materials to CSOT for use in its licensed products.

We have been collaborating with AU Optronics since 2001, and we continue to provide our proprietary PHOLED materials to AU Optronics under a 2016 commercial supply agreement through which AU Optronics also has certain license rights.

We also continue to support numerous display manufacturers in their evaluation of our technologies and proprietary OLED materials, through evaluation arrangements in which we provide our proprietary OLED materials to such manufacturers for limited scale commercial production, evaluation and for purposes of development, manufacturing qualification and product testing. Many of these strategic relationships have been in place for longer than a decade, and we continue to establish new relationships.

Relationships with OLED Lighting Manufacturers

We license our OLED technologies and patents to lighting manufacturers for use in commercial products and supply our proprietary OLED materials to these manufacturers for both commercial use and evaluative purposes. Many of these strategic relationships have also been in place for longer than a decade.

Since 2004, we have been supporting Konica Minolta in its efforts to develop OLED lighting products. We continue to license our patents and technology to Konica Minolta under a 2008 OLED technology license agreement for its manufacture and sale of OLED lighting products that utilize our phosphorescent and other OLED technologies. We also continue to provide Konica Minolta with our proprietary PHOLED materials for its manufacture of commercial OLED lighting products under a 2011 commercial material supply agreement, and for evaluation purposes under a 2012 evaluation agreement.

We also continue to license our OLED patents to Sumitomo under a 2015 OLED patent portfolio license agreement in which we granted Sumitomo a non-exclusive, world-wide, royalty bearing license to make and sell OLED lighting panels using a solution-based manufacturing process. Under the license agreement, Sumitomo may also purchase certain of our phosphorescent materials.

We continue to license our OLED patents, and to provide our OLED materials, to OLEDWorks for use in OLED lighting products under patent license and commercial supply agreements signed in 2015. We have also extended the rights under these agreements to OLEDWorks GmbH, the German company and facility that OLEDWorks acquired in 2015 from Philips Technologie GmbH.

We continue to license our technologies and patents to Kaneka for the manufacture and sale of OLED lighting products, under the terms of a 2013 license agreement, and we continue to supply our materials to Kaneka under a 2014 commercial material supply agreement. We also have a license agreement for the manufacture and sale of OLED lighting products with Pioneer, among others.

Similar to our arrangements with display manufacturers, we continue to support numerous lighting manufacturers in their evaluation of our technologies and proprietary OLED materials, typically through evaluation agreements under which we provide our proprietary OLED materials to such manufacturers for evaluation and potential commercial application.

Relationships with Manufacturers for Other Commercial Products

In addition to our relationships with lighting and display manufacturers, we have agreements and arrangements with manufacturers or potential manufacturers to use our proprietary OLED technologies and materials in other commercial products, such as in automotive interiors and exteriors.

Our OLED Materials Manufacturing Business

We supply our proprietary UniversalPHOLED® materials to display manufacturers, lighting manufacturers and others. These materials are produced in batch quantities by PPG to our exacting product specifications using our manufacturing process and

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know-how. We qualify each batch of emitters at our device qualification facilities to ensure that they meet required specifications, and we store qualified product inventory for delivery to our customers. We believe that our inventory-carrying practices, along with the terms under which we sell our OLED materials (including payment terms), are typical for the markets in which we operate. In 2022, we completed successful Surveillance Audits on our ISO 9001:2015 Quality Management Systems, our ISO 14001:2015 Environmental Management Systems, and our ISO 45001:2018 Occupational Health and Safety Management Systems. In addition, the scope of our ISO 9001:2015 certification was expanded to include OLED fulfillment operations at our Shannon, Ireland and Pangyo, South Korea locations.

PPG

We have maintained a close working relationship with PPG since 2000. In 2011, we entered into an agreement with PPG, the term of which, by amendment in February 2021, continues through December 31, 2024, and thereafter is automatically renewed for additional one-year terms, unless terminated by us with prior notice of one year or terminated by PPG with prior notice of two years. Under that agreement, PPG is responsible, under our direction, for manufacturing scale-up of our proprietary OLED materials, and for supplying us with those materials. We use these materials for our own research and development as well as for resale to our customers, both for their evaluation and for use in commercial OLED products. Through our collaboration with PPG, key raw materials are sourced from multiple suppliers to ensure that we are able to meet the needs of our customers on a timely basis. We have not had any issues with obtaining access to adequate amounts of any key raw materials.

In February 2021, we entered into an amendment to the PPG agreement extending the term of the agreement and specifying operation and maintenance services that will be provided by PPG affiliate, PPG SCM Ireland Limited, to UDC Ireland at our new manufacturing site in Shannon, Ireland, currently being leased by a wholly-owned subsidiary of UDC Ireland, OLED Material Manufacturing Limited (OMM), for the production of OLED materials. When fully operational, the new facility is expected to double our production capacity and allow for the diversification of our manufacturing base for phosphorescent emitters. The first phase of
facility improvements has been completed and operations commenced in June 2022. As with our initial agreement with PPG, under our 2021 amendment we will compensate PPG on a cost-plus basis for the services provided at the Shannon manufacturing facility.

Collaborations with Other OLED Material Manufacturers

We continued our non-exclusive collaborative relationships with OLED material manufacturing customers during 2022. Most of these relationships are focused on combining our proprietary PHOLED emitters with hosts and other OLED materials of these companies in an effort to optimize our PHOLED emitter products and deliver a high-performance system to the end customer. Our product manufacturing customers are not required to purchase host materials from us. As a result, we do not believe these collaboration efforts will generate significant revenue for us as compared to our emitter and licensing businesses. We believe, however, that collaborative relationships such as these are important for ensuring success of the OLED industry and broader adoption of our PHOLED and other OLED technologies.

Research and Development

Our research and development activities are focused on the advancement of our OLED technologies and materials for displays, lighting and other applications. We conduct this research and development primarily internally and also through various relationships with commercial business partners, academic partners, and research institutions. Our venture capital company, UDC Ventures LLC, continues to seek to invest in companies that we believe are developing synergistic or complementary technologies to ours.

Internal Development Efforts

Ewing, New Jersey Facility

We conduct a substantial portion of our OLED development activities at our state-of-the-art development and testing facility in Ewing, New Jersey. At this expanded facility, which now exceeds 50,000 square feet, we perform technology development, including device and process optimization, prototype fabrication, manufacturing scale-up studies, process and product testing, characterization and reliability studies, and technology transfer with our business partners.

Our Ewing facility houses multiple OLED deposition systems, including a full-color flexible OLED system and an OVJP system. In addition, the facility contains equipment for substrate patterning, organic material deposition, display packaging, module assembly and extensive testing in Class 100 and 100,000 clean rooms and opto-electronic test laboratories. Our facility also includes state-of-the-art synthetic and analytical chemistry laboratories in which we conduct OLED materials research and make small quantities of new materials that we then test in OLED devices.

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Application Centers

In addition to our laboratory facilities in Ewing, New Jersey, in 2019 we completed the construction of new, leased, Application Centers in Hong Kong and Pangyo, South Korea. These centers, which include state-of-the-art OLED laboratories, better assist our Asia-based customers in their timely evaluation and adoption of our proprietary PHOLED materials, know-how and technologies in their respective PHOLED designs.

Our Contract Research Organization Business: Adesis, Inc.

In 2016, we acquired Adesis, Inc. (Adesis), a contract research organization (CRO) that provides support services to the OLED, pharma, biotech, catalysis and other industries. Adesis currently operates in its headquarters facility, which it purchased in 2017 and consists of over 47,500 square feet in New Castle, Delaware, and in another, leased, over 40,000 square foot facility in Wilmington, Delaware. As of December 31, 2022, Adesis employed a team of 150 research scientists, chemists, engineers and laboratory technicians.

Although we expect to continue to utilize the majority of its technology research capacity for the benefit of our OLED technology development, Adesis is expected to continue operating as a CRO in the above-mentioned industries.

University-Sponsored Research

Original Academic Partners

We have long-standing relationships with Princeton University (Princeton) and USC for the conduct of research relating to our OLED and other organic thin-film technologies and materials for applications such as displays and lighting. This research, subject to an agreement entered into by the parties (as amended, the 1997 Amended License Agreement), generated many of the original fundamental PHOLED concepts and underlying patents that we commercialized, and had been performed at Princeton under the direction of Professor Forrest and at USC under the direction of Professor Thompson. In 2006, Professor Forrest transferred to Michigan, where we continue to fund his research.

Since 2006, in connection with Dr. Forrest’s transfer, we entered into a new sponsored research agreement with USC under which we are funding organic electronics research being conducted by Drs. Forrest and Thompson (the 2006 Research Agreement). Work by Professor Forrest is being funded through a subcontract between USC and Michigan.

The 2006 Research Agreement extends through April 2023 with an option to further extend for an additional two years. We make payments under the 2006 Research Agreement to USC on a quarterly basis as actual expenses are incurred. As of December 31, 2022, we were obligated to pay USC up to $2.0 million for work to be performed during the remaining extended term.

Other Academic Relationships

We entered into a contract research agreement with the Chitose Institute of Science and Technology of Japan (CIST) in 2004. Under that agreement, we funded a research program headed by Professor Chihaya Adachi relating to high-efficiency OLED materials and devices. We were granted exclusive rights to all intellectual property developed under this program. Our relationship with CIST ended in 2006 when Professor Adachi transferred to Kyushu University. However, we have continued our relationship with Professor Adachi under a separate consulting arrangement.

In 2006 and 2007, we entered into one-year research agreements with Kyung Hee University to sponsor research programs on flexible, amorphous silicon thin-film transistor (TFT) backplane technology. The programs were directed by Professor Jin Jang. In 2008 and 2009, we entered into contract research agreements with Silicon Display Technology, Ltd. (SDT), a company founded by Professor Jang, and in 2013, we entered into another one-year agreement with SDT. We continue to maintain a good working relationship with Professor Jang.

Over the years, we have also entered into research agreements with various universities and research institutions that have been able to provide tailored research capabilities and insights relating to our PHOLED technology. As the utilization of PHOLED technology continues to expand, we intend to further engage key researchers at other universities and research institutions to help identify additional fundamental technologies that could benefit PHOLED technology implementation.

Intellectual Property

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Along with our personnel, our primary and most fundamental assets are patents and other intellectual property. This includes more than 5,500 U.S. and foreign patents and patent applications that we own, exclusively license or have the sole right to sublicense. It also includes a substantial body of non-patented technical know-how that we have accumulated over time.

Our Patents

Our research and development activities, conducted both internally and through collaborative programs with third parties, have resulted in our filing of a substantial number of patent applications relating to our OLED technologies and materials. These patents that we own represent, among other things, innovations beyond the original fundamental PHOLED conceptual patents that we license from our university research partners, described below. Although many of these licensed fundamental conceptual patents have expired, our internal research efforts include essential innovations that have generated commercially viable implementations of the original PHOLED concepts and patents.

As of December 31, 2022, we owned more than 5,000 unexpired issued patents and pending patent applications around the world in addition to the hundreds of patents and patent applications we exclusively license from our research partners, as discussed below.

Patents We License from Research Partners

We exclusively license patent rights from a number of university research partners. Generally, we sponsor scientific researchers at universities to undertake pre-defined research programs, and in exchange we receive license rights to patents that may be developed under the programs. As part of these programs, we may provide compensation in the form of support for research program-related activities, reimbursement for patent related costs, as well as providing for some forms of licensing and/or sublicensing fees for licensed technology that is commercialized by us or our customers. We have expanded our sponsored research programs over the past 10 years to include additional scientific researchers at a number of different institutions that we believe can provide breakthroughs in promising new fields of research that may benefit the OLED marketplace. As of December 31, 2022, the patent rights we exclusively license from all our university research partners included more than 650 issued patents and pending patent applications in jurisdictions around the world. Under our university patent license agreements, we are generally free to sublicense to third parties all or any portion of the licensed patent rights for the life of the licensed patents, though our rights are subject to termination for an uncured material breach or default by us, or if we become bankrupt or insolvent.

As part of our university license agreements, we may be required to compensate the universities to the extent we, or our sublicensees, utilize the licensed technology in commercial products. Under the 1997 Amended License Agreement we are required to pay Princeton royalties for licensed products sold by us or our sublicensees. These royalties amount to 3% of the net sales price for licensed products sold by us and 3% of the revenues we receive for licensed patents used by our sublicensees. We owed royalties under the 1997 Amended License Agreement of $853,000 for 2022.

Acquired Patents and Other Intellectual Property

From time to time we acquire patents and other intellectual property that we believe provide strategic business opportunities, such as the patent and technology portfolio we acquired from Motorola Solutions, Inc. (f/k/a Motorola, Inc.) (Motorola) in 2011, and the following portfolios from Fujifilm Corporation and BASF:

Patents We Acquired from Fujifilm Corporation

In 2012, we entered into a Patent Sale Agreement (the Fujifilm Agreement) with Fujifilm. Under the Fujifilm Agreement, Fujifilm sold more than 1,200 OLED-related patents and patent applications for a total cost of $109.5 million. The Fujifilm Agreement contains customary representations and warranties and covenants, including respective covenants not to sue by both parties thereto. The Fujifilm Agreement permitted us to assign all of our rights and obligations under the Fujifilm Agreement to our affiliates, and we assigned, prior to the consummation of the transactions contemplated by the Fujifilm Agreement, our rights and obligations to UDC Ireland. The transactions contemplated by the Fujifilm Agreement were consummated on July 26, 2012.

Patents We Acquired from BASF

In 2016, UDC Ireland entered into an IP Transfer Agreement (the BASF Agreement) with BASF. Under the BASF Agreement, BASF sold us more than 500 OLED-related patents and patent applications for a total cost of $96.0 million. The transactions contemplated by the BASF Agreement were consummated on June 28, 2016.

Non-patented Technical Know-How

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We have accumulated, and continue to accumulate, a substantial amount of non-patented technical know-how relating to OLED technologies and materials. Where practicable, we share portions of this information with display manufacturers and other business partners on a confidential basis. We also employ various methods to protect this information from unauthorized use or disclosure, although no such methods can afford complete protection. Moreover, because we derive some of this information and know-how from academic institutions, there is an increased potential for public disclosure. We also cannot prevent the actual independent development of the same or similar information and know-how by third parties.

Competition

The industry in which we operate is highly competitive. We compete against alternative display technologies, in particular LCDs, as well as other OLED technologies. We also compete in the lighting market against incumbent technologies, such as incandescent and fluorescent bulbs, and inorganic LEDs, and against emerging technologies, such as other OLED technologies.

Display Panel Industry Competitors

Numerous domestic and foreign companies have developed or are developing and improving LCD, which includes quantum dot LCDs (which are sometimes referred to as QLEDs), and other display technologies that compete with our OLED display technologies. We believe that OLED display technologies can compete with LCDs, QLEDs and other display technologies for many product applications on the basis of lower power consumption, better contrast ratios, faster video rates, form factor and lower manufacturing cost. However, other companies may succeed in continuing to improve these competing display technologies, or in developing new display technologies, that are superior to OLED display technologies in various respects. We cannot predict the timing or extent to which such improvements or developments may occur.

Lighting Industry Competitors

Although there has been a movement to phase out traditional incandescent bulbs throughout many countries, traditional incandescent bulbs and fluorescent lamps remain well-entrenched products in the lighting industry. In addition, compact fluorescent lamps and solid-state LEDs have been introduced into the market and would compete with OLED lighting products. LEDs have realized significant market adoption in the general lighting market. Having attributes different from fluorescent lamps and LEDs, OLEDs may compete directly with these products for certain lighting applications. However, manufacturers of LEDs and compact fluorescent lamps may succeed in more broadly adapting their products to various lighting applications, or others may develop competing solid-state lighting technologies that are superior to OLEDs. Again, we cannot predict whether or when this might occur.

OLED Technologies and Materials Competitors

Eastman Kodak Company (Kodak) developed and patented the original fluorescent OLED technology in 1987. Cambridge Display Technology, Ltd. (CDT), which was acquired by Sumitomo Chemical Company in 2007, developed and patented polymer OLED technology in 1989. Display and lighting manufacturers, including customers of ours, are engaged in their own OLED research, development and commercialization activities, and have developed and may continue to develop proprietary OLED technologies that are necessary or useful for commercial OLED devices. In addition, other material manufacturers, such as Sumitomo, Idemitsu Kosan Co., Ltd. (Idemitsu Kosan), Merck KGaA and Kyulux Inc., are selling or sampling competing OLED materials to customers, including companies to which we sell our proprietary PHOLED materials.

Our licensing business is based on our control of a broad portfolio of OLED-related device patents and technologies. We believe this portfolio includes fundamental patents in the field of phosphorescent OLED materials and devices, as well as certain additional complementary OLED technologies. As discussed above, alternative technologies, such as fluorescent OLED emitter materials, exist and could be competitive to our phosphorescent OLED material solutions. However, fluorescent materials have characteristics that we believe many market participants consider less desirable than those of phosphorescent materials. Suppliers of fluorescent emitter materials include Solus Advanced Materials Co., Ltd., Dow Chemical (previously Gracel Display), Idemitsu Kosan and SFC Co. Ltd. Fluorescent materials may also be viewed as complementary in that they can be used in the same OLED stack as phosphorescent materials.

The competitive landscape with respect to our host materials business is characterized by a larger number of established chemical material suppliers who have long-term relationships with many of our existing customers and licensees. We have elected to partner with certain of these companies to manufacture and deliver host solutions to our customers, as well as selling our host materials directly to device manufacturers. We believe our competitive advantage stems, in part, from our deep knowledge of our phosphorescent emitter materials, which are complementary with the host solutions. We believe that our understanding of phosphorescent emitter materials enables us to create host material solutions that are especially well suited for use with a certain class of emitter materials that are implemented commercially today. However, we note that many of our technology partners have their own host solutions and the

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competitive landscape includes many well-established companies such as Solus Advanced Materials Co., Ltd., Dow Chemical, Duksan Neolux Co., Ltd., Idemitsu Kosan, Merck KGaA, NSCC and Samsung SDI Co. Ltd. These companies have significant resources, and some may aggressively pursue such business in the future.

Our existing business relationships with SDC and other product manufacturers suggest that our OLED technologies and materials, particularly our PHOLED technologies and materials, may achieve a significant level of market penetration in the display and lighting industries. However, others, such as those working to develop thermally activated delayed fluorescence (TADF) and microLED alternative technologies, may succeed in developing new OLED technologies, materials and alternative solutions that may supplement or be utilized in place of ours. We cannot be sure of the extent to which product manufacturers will adopt and continue to utilize our OLED technologies and materials for the production of commercial displays and lighting products.

Our Venture Capital Business: UDC Ventures LLC

We formed a wholly-owned subsidiary, UDC Ventures LLC, in March 2019, as a corporate venture capital entity that funds companies we believe are developing innovative products and technologies that may be synergistic or complementary to our business and/or business strategies or which may otherwise provide favorable investment opportunities.

Human Capital

As of December 31, 2022, we had 443 active full-time employees and two part-time employees, none of whom are unionized. Of these employees, 318 are research scientists, engineers and laboratory technicians at our domestic and international facilities. This team includes chemists, physicists, engineers and technicians with physics, electrical engineering, mechanical engineering and organic/inorganic chemistry backgrounds, and highly-trained theoreticians and experimentalists. We believe that relations with our employees are good.

Our goal is to be a diverse and inclusive company. Guided by our values, we are committed to creating a company where everyone is included and respected, and where we support each other in reaching our full potential. We are committed to diverse representation across all levels of our workforce to reflect the vibrant and thriving diversity of the communities in which we live and work. Women represent 40% of our executive management team, 15% of our leadership (Director level and above) and 23% of our total workforce, as well as 38% of our Board of Directors. We have employees from over 25 countries in our workforce, and we believe that a diverse workforce made up of people with different ideas, strengths, interests and cultural backgrounds drives employee and business success. In 2022 our voluntary turnover rate was 13%, and we had overall employee growth rate of 8%. Additional data, including historical turnover and diversity information, as well as our corporate policies relating to our employee engagement and human capital, are updated on our website www.oled.com, and included in our annual Corporate Responsibility Report.

Our Company History

Our corporation was organized under the laws of the Commonwealth of Pennsylvania in 1985. Our business was commenced in 1994 by a company then known as Universal Display Corporation, which had been incorporated under the laws of the State of New Jersey. In 1995, a wholly-owned subsidiary of ours merged into this New Jersey corporation. The surviving corporation in this merger became a wholly-owned subsidiary of ours and changed its name to UDC, Inc. Simultaneously with the consummation of this merger, we changed our name to Universal Display Corporation. UDC, Inc. functions as an operating subsidiary of ours and has certain overlapping officers and directors. We have also formed or acquired other wholly-owned subsidiaries, including Universal Display Corporation Hong Kong, Limited (2008), Universal Display Corporation Korea, Y.H. (2010), Universal Display Corporation Japan GK (2011), UDC Ireland Limited (2012), Universal Display Corporation China, Ltd. (2016), Adesis, Inc. (2016), UDC Ventures LLC (2019), OLED Material Manufacturing Limited (2020), and OVJP Corporation (2020), and we established a representative office in Taiwan (2011).

Our Compliance with Environmental Protection Laws

We are not aware of any material effects that compliance with Federal, state or local environmental protection laws or regulations will have on our business. We have not incurred substantial costs to comply with any environmental protection laws or regulations, and we do not anticipate having to do so in the foreseeable future.

Our Internet Site

Our Internet address is www.oled.com. We make available through our Internet website, free of charge, our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 as soon as reasonably practicable after we file such material with the

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U.S. Securities and Exchange Commission (the SEC). The SEC maintains a website that contains these reports as well as proxy statements and information regarding issuers who file electronically, with the address www.sec.gov. In addition, we have made available on our Internet website under the heading “Corporate Governance” the charter for the Audit Committee of our Board of Directors, the charter for the Human Capital Committee of our Board of Directors, the charter for the Nominating & Corporate Governance Committee of our Board of Directors, our Code of Ethics & Business Conduct for Employees, our Code of Conduct for Directors, and our Corporate Governance Guidelines. We intend to make available on our Internet website any future amendments or waivers to our Code of Ethics & Business Conduct for Employees and our Code of Conduct for Directors. The information on our Internet website is not part of this report.

INFORMATION ABOUT OUR EXECUTIVE OFFICERS

The following table sets forth certain information with respect to our executive officers as of February 23, 2023:

 

Name

 

Age

 

 

Position

Steven V. Abramson

 

 

71

 

 

President, Chief Executive Officer and Director

Julia J. Brown

 

 

61

 

 

Executive Vice President and Chief Technical Officer

Janice K. Mahon

 

 

65

 

 

Senior Vice President of Technology Commercialization and General Manager, Commercial Sales Business

Mauro Premutico

 

 

57

 

 

Senior Vice President, Planning and General Manager, Patents and Licensing, and Secretary

Brian Millard

 

 

40

 

 

Vice President, Chief Financial Officer, and Treasurer

 

Our Board of Directors has appointed these executive officers to hold office until their successors are duly appointed.

Steven V. Abramson is our President and Chief Executive Officer, and has been a member of our Board of Directors since May 1996. Mr. Abramson served as our President and Chief Operating Officer from May 1996 through December 2007. From March 1992 to May 1996, Mr. Abramson was Vice President, General Counsel, Secretary and Treasurer of Roy F. Weston, Inc., a worldwide environmental consulting and engineering firm. From December 1982 to December 1991, Mr. Abramson held various positions at InterDigital Communications, Inc., formerly International Mobile Machines Corporation, including General Counsel, Executive Vice President and General Manager of the Technology Licensing Division.

Julia J. Brown, Ph.D. became our Executive Vice President in April 2021, prior to which she served as a Senior Vice President since June 2008. She has been our Chief Technical Officer since June 2002 and joined us in June 1998 as our Vice President of Technology Development. From 1991 to 1998, Dr. Brown was a Research Department Manager at Hughes Research Laboratories where she directed the pilot line production of high-speed Indium Phosphide-based integrated circuits for insertion into advanced airborne radar and satellite communication systems. Dr. Brown received an M.S. and Ph.D. in Electrical Engineering/Electrophysics at USC and a B.S.E.E. from Cornell University. Dr. Brown holds a number of distinguished elected awards including Fellow of the Institute of Electrical and Electronics Engineers (IEEE), Fellow of the Society of Information Display (SID), and the National Academy of Engineers (NAE).

Janice K. Mahon became our Senior Vice President, Technology Commercialization and General Manager, Commercial Sales Business in April 2021, and previously served as our Vice President of Technology Commercialization since January 1997, and General Manager of our PHOLED Material Sales Business since January 2007. From 1992 to 1996, Ms. Mahon was Vice President of SAGE Electrochromics, Inc., a thin-film electrochromic technology company, where she oversaw a variety of business development, marketing and finance and administrative activities. From 1984 to 1989, Ms. Mahon was a Vice President and General Manager for Chronar Corporation, a leading developer and manufacturer of amorphous silicon photovoltaic (PV) panels. Prior to that, Ms. Mahon worked as Senior Engineer for the Industrial Chemicals Division of FMC Corporation. Ms. Mahon received her B.S. in Chemical Engineering from Rensselaer Polytechnic Institute in 1979, and an M.B.A. from Harvard University in 1984. Ms. Mahon was a member of the Technical Council of the FlexTech Alliance from 1997 through 2010, and a member of its Governing Board from 2008 through 2010. Ms. Mahon was a member of the Board of Directors and Marketing Committee Chairperson of the OLED Association from 2009-2014.

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Mauro Premutico became our Senior Vice President, Planning and General Manager, Patents and Licensing in April 2021. He previously served as our Vice President of Legal and General Manager of Patents and Licensing since April 2012. He has also been our Secretary since September 2022. Prior to joining us, Mr. Premutico was the Managing Vice President and Chief Patent Counsel for The Walt Disney Company from 2009 to 2012, and Vice President of Intellectual Property and Associate General Counsel for Lenovo Group Ltd. from 2005 to 2009. Mr. Premutico received a J.D. from Boston University School of Law, an M.B.A. from Yale University and a B.S.E.E. from Worcester Polytechnic Institute.

Brian Millard is our Vice President, Chief Financial Officer and Treasurer. Mr. Millard joined us in September 2022 with more than 15 years of financial, operational and strategic experience across several industries. Prior to joining us, Mr. Millard served as Senior Vice President, Finance and Corporate Controller at Emergent BioSolutions from January 2020 to September 2022 and as Vice President, Corporate Controller from October 2017 to January 2020. Previously, Mr. Millard served as Vice President, Corporate Controller at Hertz Global Holdings, Inc., from August 2015 to October 2017 and Assistant Corporate Controller from March 2014 to August 2015. Mr. Millard also served in financial reporting leadership roles at Hilton Worldwide Holdings, Inc. Mr. Millard began his career at Deloitte & Touche LLP. He received his M.S. and B.B.A. degrees in accounting from James Madison University.

ITEM 1A. RISK FACTORS

You should carefully consider the following risks and uncertainties when reading this Annual Report on Form 10-K. The following factors, as well as other factors affecting our operating results and financial condition, could cause our actual future results and financial condition to differ materially from those projected.

Risks Related to Our Intellectual Property

If we cannot obtain and maintain appropriate patent and other intellectual property protection for our OLED technologies and materials, our business will suffer.

The value of our OLED technologies and materials is dependent on our ability to secure and maintain appropriate patent and other intellectual property rights protection. Although we own or license many patents respecting our OLED technologies and materials that have already been issued, there can be no assurance that additional patents applied for will be obtained, or that any of these patents, once issued, will afford commercially significant protection for our OLED technologies and materials, or will be found valid if challenged. Also, there is no assurance that we will be successful in defending the validity of our current or future patents in pending and future patent oppositions, invalidation trials, interferences, reexaminations, reissues, or other administrative or court proceedings. Moreover, we have not obtained patent protection for some of our OLED technologies and materials in all foreign countries in which OLED products or materials might be manufactured or sold.

We believe that the strength of our current intellectual property position results primarily from the essential nature of our fundamental patents covering phosphorescent OLED devices and certain materials utilized in these devices. Certain of our existing fundamental phosphorescent OLED patents expired in the United States in 2017 and 2019; and expired in other countries of the world in 2018 and 2020. While we hold a wide range of additional patents and patent applications relating to our commercial OLED materials and technologies whose expiration dates extend (and in the case of patent applications, will extend) beyond 2022, many of which are also of importance in the OLED industry, none may be of an equally essential nature as our original fundamental patents, and therefore our competitive position may be less certain as a result of the expiration of these patents.

We have more than 5,500 issued and pending patents relating to our OLED technologies. There is no assurance that these patents and applications will not be challenged prior to their respective expirations in any of the jurisdictions in which they are utilized, or that if challenged, we will be able to secure sufficient breadth of protection, and monetary and injunctive relief for the violation of our rights to make up for the business harm resulting from such activities. Moreover, there can be no assurance that competitors will not develop or produce competing PHOLED material designs that may be outside of our existing patents. There may also be fundamental new advancements in the field of OLED technology that could enable the commercial use of older and unpatented PHOLED materials or the adoption of new OLED materials that do not require the utilization of our proprietary PHOLED materials to achieve superior performance characteristics.

We may become engaged in litigation to protect or enforce our patent and other intellectual property rights, or in International Trade Commission proceedings to abate the importation of goods that would compete unfairly with those of our licensees. In addition, we are participating in or have participated in, and in the future will likely have to participate in, interference, reissue, or reexamination proceedings before the U.S. Patent and Trademark Office, and opposition, nullity or other proceedings before foreign patent offices, with respect to some of our patents or patent applications. All of these actions place our patents and other intellectual property rights at risk and may result in substantial costs to us as well as a diversion of management attention from our business and operations. Moreover, if successful, these actions could result in the loss of patent or other intellectual property rights protection for the key OLED technologies and materials on which our business depends.

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We rely, in part, on several non-patented proprietary technologies to operate our business. Others may independently develop the same or similar technologies or otherwise obtain access to our unpatented technologies. Furthermore, these parties may obtain patent protection for such technology, inhibiting or preventing us from practicing the technology. To protect our trade secrets, know-how and other non-patented proprietary information, we require employees, consultants, financial advisors and strategic partners to enter into confidentiality agreements. These agreements may not ultimately provide meaningful protection for our trade secrets, know-how or other non-patented proprietary information. In particular, we may not be able to fully or adequately protect our proprietary information as we conduct discussions with potential strategic partners.

Additionally, although we take many measures and implement safeguards to prevent unauthorized use, including by theft and misuse, of our intellectual property and proprietary information, third parties may attempt to obtain, copy, reverse-engineer, use or disclose, illegally or otherwise, such intellectual property and proprietary information. We also may face attempts by others to gain unauthorized access through the Internet to our information technology systems or to our intellectual property, which might be the result of industrial or other espionage or actions by hackers seeking to harm our company or its products. If we are unable to protect the proprietary nature of our intellectual property and proprietary information, it will harm our business.

We or our customers may incur substantial costs or lose important rights as a result of litigation or other proceedings relating to our patent and other intellectual property rights or with respect to our OLED materials business.

There are a number of other companies and organizations that have been issued patents and are filing patent applications relating to OLED technologies and materials, including, without limitation, Kodak (substantially all of whose OLED assets were sold to a group of LG companies in 2009), CDT (acquired by Sumitomo in 2007), Canon, Inc., Semiconductor Energy Laboratories Co., Idemitsu Kosan and Mitsubishi Chemical Corporation. In addition, some of our customers such as SDC and LG Display have been issued patents and are filing patent applications relating to OLED technologies and materials. As a result, there may be issued patents or pending patent applications of third parties that would be infringed by the use of our OLED technologies or materials, thus subjecting our customers to possible suits for patent infringement in the future. Such lawsuits could result in our customers being liable for damages or require our customers to obtain additional licenses that could increase the cost of their products. This, in turn, could have an adverse effect on our customers’ sales and thus our royalties or material sales revenues, or cause our customers to seek to renegotiate our royalty rates or pricing. In addition, we have agreed to indemnify customers purchasing our OLED materials for commercial usage against certain claims of patent infringement by third parties, as a result of which we may incur substantial legal costs in connection with defending these customers from such claims.

Our licensees may also seek to avoid paying future royalties by attempting to have our patents declared invalid and unenforceable by a court. Our licensees may be more likely to file such declaratory actions in light of the U.S. Supreme Court’s decision in MedImmune, Inc. v. Genentech, Inc. (2007), in which the Court found that a licensee need not refuse to pay royalties and commit material breach of the license agreement before bringing an action to declare a licensed U. S. patent invalid and unenforceable.

In addition, we may be required, from time-to-time, to assert our intellectual property rights by instituting legal proceedings against others. We cannot be assured that we will be successful in enforcing our patents in any lawsuits we may commence. Defendants in any litigation we may commence to enforce our patents may attempt to establish that our patents are invalid or are unenforceable. Thus, any patent litigation we commence could lead to a determination that one or more of our patents are invalid or unenforceable. If a third party succeeds in invalidating one or more of our patents, that party and others could compete more effectively against us. Our ability to derive licensing revenues from products or technologies covered by these patents would also be adversely affected.

Whether our customers are defending the assertion of third-party intellectual property rights against their businesses arising as a result of the use of our technology, or we are asserting our own intellectual property rights against others, such litigation can be complex, costly, protracted and highly disruptive to our or our customers’ business operations by diverting the attention and energies of management and key technical personnel. As a result, the pendency or adverse outcome of any intellectual property litigation to which we or our customers are subject could disrupt business operations, require the incurrence of substantial costs and subject us or our customers to significant liabilities, each of which could severely harm our business. Costs associated with these actions are likely to increase as AMOLED products using our PHOLED and other OLED technologies and materials continue to enter the consumer marketplace.

Plaintiffs in intellectual property cases often seek injunctive relief in addition to money damages. Any intellectual property litigation commenced against our customers may force them to take actions that could be harmful to their businesses and thus to revenues, including the halting of sales of products that incorporate or otherwise use our technology or materials.

Furthermore, the measure of damages in intellectual property litigation can be complex and is often subjective or uncertain. If our customers were to be found liable for infringement of proprietary rights of a third party, the amount of damages they might have to pay could be substantial and is difficult to predict. Decreased sales of our customers’ products incorporating our technology or materials would have an adverse effect on our royalty revenues under existing licenses and material sales under our existing sales agreements.

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Were this to occur, it would likely harm our ability to (i) obtain new licensees which would have an adverse effect on the terms of the royalty arrangements we could enter into with any new licensees, and (ii) sell our UniversalPHOLED® materials to existing and new customers. Moreover, to the extent any third party claims are directed specifically to materials supplied by us to our customers, we may be required to incur significant costs associated with the defense of such claims and potential damages associated with such claims that may be awarded against our customers.

As is commonplace in technology companies, we employ individuals who were previously employed at other technology companies. To the extent our employees are involved in research areas that are similar to those areas in which they were involved at their former employers, we may be subject to claims that such employees or we have, inadvertently or otherwise, used or disclosed the alleged trade secrets or other proprietary information of the former employers. Litigation may be necessary to defend against such claims. The costs associated with these actions or the loss of rights critical to our or our customers’ businesses could negatively impact our revenues or cause our business to fail.

Recent court decisions in various patent cases may make it more difficult for us to obtain future patents, enforce our patents against third parties or obtain favorable judgments in cases where the patents are enforced.

Recent case law may make it more difficult for patent holders to secure future patents and/or enforce existing patents. For example, in KSR International Co. vs. Teleflex, Inc. (2007), the U.S. Supreme Court mandated a more expansive and flexible approach to determine whether a patent is obvious and invalid. As a result of the less rigid approach to assessing obviousness, defending the validity of or obtaining patents may be more difficult.

Recent court decisions may also impact the enforcement of our patents. For example, we may not be able to enjoin certain third party uses of products or methods covered by our patents following the initial authorized sale, even where those uses are expressly proscribed in an agreement with the buyer. Also, we may face increased difficulty enjoining infringement of our patents. The U.S. Supreme Court has held that an injunction should not automatically issue based on a finding of patent infringement, but should be determined based on a test balancing considerations of the patentee’s interest, the infringer’s interest, and the public’s interest. Obtaining enhanced damages for willful infringement of our patents may also be more difficult even in those cases where we successfully prove a third party has infringed our patents, as a recent case set a more stringent standard for proving willful infringement.

Therefore, as a result of such rulings, it may be more difficult for us to defend our currently issued patents, obtain additional patents in the future or achieve the desired competitive effect even when our patents are enforced. If we are unable to so defend our currently issued patents, or to obtain new patents for any reason, our business would suffer.

Risks Related to Our Business and Operations

If we cannot form and maintain lasting business relationships with OLED product manufacturers, our business strategy will fail.

Our business strategy ultimately depends upon our development and maintenance of commercial licensing and material supply relationships with high-volume manufacturers of OLED products. We have entered into a limited number of such relationships from which most of our material sales and licensing revenue are generated. Our other relationships with product manufacturers currently are limited to technology development and the evaluation of our OLED technologies and materials for possible use in commercial products. Some or all of these relationships may not succeed or, even if they are successful, may not result in the product manufacturers entering into commercial licensing and material supply relationships with us.

Many of our agreements with product manufacturers last for only limited periods of time, such that our relationships with these manufacturers will expire unless they are renewed. These product manufacturers may not agree to renew their relationships with us on a continuing basis or may agree to do so on terms that are less favorable to us. In addition, we regularly continue working with product manufacturers after our existing agreements with them have expired while we are attempting to negotiate contract extensions or new agreements with them. Should our relationships with the various product manufacturers not continue or be renewed on less favorable terms, or if we are not able to identify other product manufacturers and enter into contracts with them, our business may materially suffer.

Our ability to enter into additional commercial licensing and material supply relationships, or to maintain our existing relationships, may depend on our ability to make certain financial or other commitments. We might not be able, for financial or other reasons, to enter into or continue these relationships on commercially acceptable terms, or at all. Failure to do so may cause our business strategy to fail.

If we fail to continue to make advances in our OLED research and development activities, we might not succeed in continuing to commercialize our OLED technologies and materials.

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Further advances in our OLED technologies and materials depend, in part, on the success of the research and development work we conduct, both alone and with our research partners. We cannot be certain that this work will yield additional advances in the research and development of these technologies and materials.

Our research and development efforts remain subject to all of the risks associated with the development of new products based on emerging and innovative technologies, including, without limitation, unanticipated technical or other problems and the possible insufficiency of funds for completing development of these products. Technical problems may result in delays and cause us to incur additional expenses that would increase our losses. If we cannot complete research and development of our OLED technologies and materials successfully, or if we experience delays in completing research and development of our OLED technologies and materials for use in potential commercial applications, particularly after incurring significant expenditures, our business may fail.

Conflicts or other problems may arise with our customers or joint development partners, resulting in renegotiation, breach or termination of, or litigation related to, our agreements with them. This would adversely affect our revenues.

Conflicts or other problems could arise between us and our customers or joint development partners, some of which we have made strategic investments in, as to royalty rates, milestone payments or other commercial terms. Similarly, we may disagree with our customers or joint development partners as to which party owns or has the right to commercialize intellectual property that is developed during the course of the relationship or as to other non-commercial terms. If such a conflict were to arise, a customer or joint development partner might attempt to compel renegotiation of certain terms of their agreement or terminate their agreement entirely, and we might lose the royalty revenues, material sales revenues and other benefits of the agreement. Either we or the customer or joint development partner might initiate litigation to determine commercial obligations, establish intellectual property rights or resolve other disputes under the agreement. Such litigation could be costly to us and require substantial attention of management. If we were unsuccessful in such litigation, we could lose the commercial benefits of the agreement, be liable for financial damages and suffer losses of intellectual property or other rights that are the subject of dispute.

If our OLED technologies and materials are not feasible for broad-based product applications, we may not be able to continue to generate revenues sufficient to support ongoing operations.

Our main business strategy is to sell our OLED materials and license our OLED technologies to manufacturers for incorporation into the display and lighting products that they sell. Consequently, our success depends on the ability and willingness of manufacturers to continue to develop, manufacture and sell commercial products integrating our technologies and materials.

Before product manufacturers will agree to expand the use of our OLED technologies and materials for wider scale commercial production, they will likely require us to demonstrate to their satisfaction that our OLED technologies and materials are feasible for broad-based product applications beyond current commercial application, such as smartphones, wearables and television displays. This, in turn, may require additional advances in our technologies and materials, as well as those of others, for applications in a number of areas, including, without limitation, advances with respect to the development of:

•
OLED materials with improved lifetimes, efficiencies and color coordinates for larger area full-color OLED displays and general lighting products;
•
more robust OLED materials for use in more demanding large-scale manufacturing environments; and
•
scalable and cost-effective methods and technologies for the fabrication of large volume OLED materials and products.

We cannot be certain that these advances will occur, and hence our OLED technologies and materials may not be feasible for additional broad-based product applications and expansion.

Even if our OLED materials and technologies are technically feasible, they may not be further adopted by product manufacturers for broad-based product applications.

The potential size, timing and viability of market opportunities targeted by us remain uncertain. Market acceptance of our OLED materials and technologies beyond current product offerings and sales volumes will depend, in part, upon these materials and technologies providing benefits comparable or superior to competing display and lighting technologies at an advantageous cost to manufacturers, and the adoption of products incorporating these technologies by consumers. Many current and potential customers for our OLED technologies utilize and have invested significant resources in competing technologies, and may, therefore, be reluctant to redesign their products or manufacturing processes to incorporate our OLED technologies.

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During the entire product development process for a new product, we face the risk that our materials or technologies will fail to meet the manufacturer’s technical, performance or cost requirements or will be replaced by a competing product or alternative technology. Even if we offer materials and technologies that are satisfactory to a product manufacturer, the manufacturer may choose to delay or terminate its product development efforts for reasons unrelated to our materials or technologies. In addition, our agreements with our customers do not require them to purchase our host materials to utilize our phosphorescent emitter materials, and those customers may elect not to purchase our host materials.

Mass production of new mass market OLED products will require the availability of suitable manufacturing equipment, components and materials, many of which are available only from a limited number of suppliers. In addition, there may be a number of other technologies that manufacturers need to utilize in conjunction with our OLED technologies in order to bring these new OLED products to the market. Thus, even if our OLED technologies are a viable alternative to competing approaches, if product manufacturers are unable to obtain access to this equipment and these components, materials and other technologies, they may not utilize our OLED technologies.

There are numerous potential alternatives to OLEDs, which may limit our ability to commercialize our OLED technologies and materials.

The display market remains dominated by displays based on LCD technology. Numerous companies are making substantial investments in, and conducting research to improve characteristics of, LCDs; additionally, other competing display technologies have been, or are being, developed, like microLED. A similar situation exists in the solid-state lighting market, which is currently dominated by LED products. Advances in any of these various technologies may overcome their current limitations and permit them to become the leading technologies in their field, either of which could limit the potential market for products utilizing our OLED technologies and materials. This, in turn, would cause product manufacturers to avoid entering into commercial relationships with us, or to terminate or not renew their existing relationships with us.

Other OLED technologies may be more successful or cost-effective than ours, which may limit the commercial adoption of our OLED technologies and materials.

Our competitors have developed and continue to develop OLED technologies that differ from or compete with our OLED technologies. In particular, competing fluorescent and thermally activated delayed fluorescence OLED technology may become a viable alternative to our phosphorescent OLED technology. Moreover, our competitors may succeed in developing new OLED technologies that may become more cost-effective or have fewer limitations than our OLED technologies. If our OLED technologies, and particularly our phosphorescent OLED technology, are unable to continue to capture a substantial portion of the OLED product market, our business strategy may fail.

The consumer electronics industry experiences significant downturns from time to time, any of which may adversely affect the demand for and pricing of our OLED technologies and materials.

Our success depends upon the ability and continuing willingness of our customers to manufacture and sell products utilizing our technologies and materials, specifically our phosphorescent emitters and host materials, and the widespread acceptance of our customers’ products in the consumer marketplace. Any slowdown in the demand for our customers’ products or a decrease in our customers’ use of or demand for our materials would adversely affect our material sales and royalty revenues and thus our business. Our customers’ decrease in the use of or demand for our materials may depend on several factors, including pricing, availability, continued technical improvements and competitive product offerings. The markets for flat panel displays and lighting products are highly competitive. Success in the market for end-user products that may integrate our OLED technologies and materials also depends on factors beyond the control of our customers and us, including the cyclical and seasonal nature of the end-user markets that our customers serve, as well as industry and general economic conditions.

The markets that we hope to penetrate have experienced significant periodic downturns, often in connection with, or in anticipation of, declines in general economic conditions. These downturns have been characterized by lower product demand, production overcapacity and erosion of average selling prices. Our business strategy is dependent on manufacturers building and selling products that incorporate our OLED technologies and materials. Industry-wide fluctuations and downturns in the demand for displays and solid-state lighting products could cause significant harm to our business.

Our customers may develop new or more efficient manufacturing processes, which may adversely affect demand for our OLED materials.

By developing enhanced material processing methods and more efficient manufacturing techniques, our customers who purchase our phosphorescent emitter and host materials could become more efficient in the utilization of our materials by developing designs that

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require less materials on a per square meter basis, or by modifying their manufacturing process to make more efficient use of our materials, which could limit or reduce the amount of materials they purchase from us. Thus, demand for our materials may not expand in proportion to the number of OLED related products manufactured by our customers, and may result in reduced demand for our materials and technologies relative to our customers' manufacture and sale of products made with such materials.

The COVID-19 pandemic has had, and we expect it to continue to have, a material adverse effect on our operations and business, and similar future epidemics, pandemics, disease outbreaks and other public health crises could also have a similar effect.

The COVID-19 pandemic has negatively impacted the global economy, disrupted consumer spending and global supply chains, and created significant volatility and disruption of financial markets, which in turn has had a material adverse effect on our operations and business. We expect the COVID-19 pandemic to continue to have an adverse impact on our business and financial performance. The extent of the continued impact of the COVID-19 pandemic on our business and financial performance, including our ability to execute our near-term and long-term business strategies and initiatives in the expected time frame, will depend on future developments, including the duration and severity of the pandemic, which are uncertain and cannot be predicted.

In addition, consumer spending generally may also be negatively impacted by general macroeconomic conditions and consumer confidence, including the impact of any recession, resulting from the ongoing COVID-19 pandemic. This may negatively continue to impact sales for our customers and may also have an impact on their development of new products.

Should there be in the future any epidemics, pandemics, disease outbreaks and other public health crises, such as the COVID-19 pandemic, that harm the global economy in general, our business, financial condition and results of operations could be adversely affected. We may also experience impacts to certain of our customers as a result of public health crises occurring in one or more locations, which in turn may materially and adversely affect our business, financial condition and results of operations.

Any downturn in U.S. or global economic conditions may have a significant adverse effect on our business.

There have been significant and sustained economic downturns in the U.S. and globally in the past. These downturns have placed pressure on consumer demand, and the resulting impact on consumer spending has had a material adverse effect on the demand for consumer electronic products. Similar downturns in the future may have a significant adverse effect on one or more of our licensees as an enterprise, which could result in those licensees reducing their efforts to commercialize products that incorporate our OLED technologies and materials. Consumer demand and the condition of the display and lighting industries may also be impacted by other external factors such as war, terrorism, geopolitical uncertainties, epidemics and other business interruptions. The impact of these external factors is difficult to predict, and one or more of these factors could adversely impact the demand for our customers’ products, and thus our business.

Heightened levels of inflation and the potential worsening of macro-economic conditions, including slower growth or recession, changes to fiscal and monetary policy, tighter credit, higher interest rates and currency fluctuations, present a risk for us, our suppliers and the display and lighting industries in general. If inflation remains at current levels for an extended period, or increases, and we are unable to successfully mitigate the impact, our costs are likely to increase, resulting in pressure on our profits, margins and cash flows, particularly for existing fixed-price contracts. In addition, our business could be adversely impacted if our customers experience budget, inflationary or other pressures, such as increases in the cost of borrowing from rising interest rates.

Many of our competitors have greater resources, which may make it difficult for us to compete successfully against them.

The display and solid-state lighting industries are characterized by intense competition. Many of our competitors have better name recognition and greater financial, technical, marketing, personnel and research capabilities than we do. Because of these differences, we may never be able to compete successfully in these markets or maintain any competitive advantages we are able to achieve over time.

If we cannot keep our key employees or hire other talented persons as we grow, our business might not succeed.

Our performance is substantially dependent on the continued services of our executive officers and other key technical and managerial personnel, and on our ability to offer competitive salaries and benefits to these and our other employees. We do not have employment agreements with any of our executive officers or other key technical or managerial personnel that require them to continue to work for us for any specified period and, therefore, they could terminate their employment with us at any time. Additionally, competition for highly skilled technical and managerial personnel is intense. We might not be able to attract, hire, train, retain and motivate the highly skilled employees we need to be successful. If we fail to attract and retain the necessary technical and managerial personnel, our business will suffer and might fail.

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We rely solely on PPG to manufacture the OLED materials we use and sell to product manufacturers.

Our business prospects depend significantly on our ability to obtain proprietary OLED materials for our own use and for sale to product manufacturers. Our agreement with PPG provides us with a source for these materials for development, evaluation and commercial purposes. Our agreement with PPG currently runs through the end of 2024 and shall be automatically renewed for additional one-year terms, unless terminated by us with prior notice of one year or terminated by PPG with prior notice of two years. Our inability to continue obtaining these OLED materials from PPG or another source at cost-competitive prices and to continue obtaining these OLED materials in sufficient quantities to meet our product manufacturers' current and future demands and timetables would have a material adverse effect on our revenues and cost of goods sold relating to sales of these materials to OLED product manufacturers, as well as on our ability to perform future development work.

Additionally, PPG manufactures our materials at facilities based in the United States and Ireland. As a result, such materials may be subject to tariffs or other barriers from or to countries where some of our product manufacturer customers have operations and to where we would need to ship product.

Inflationary pressures and persistently high prices and uncertain availability of raw materials or other inputs used by us and our suppliers, or instability in logistics and related costs, could negatively impact our profitability.

Increases in prices, including as a result of inflation and rising interest rates, for raw materials or other inputs that we and our suppliers use in manufacturing our OLED materials, or increases in logistics and related costs, have led and may continue to lead to higher production costs for our materials. In addition, any increase in the cost or reduced availability of critical materials for our OLED materials could lead to higher production costs. Further, uncertain supply of such materials could disrupt our or our suppliers’ ability to obtain such materials in a timely manner and/or could lead to increased costs. Geopolitical risks and crises, fluctuations in supply and demand, fluctuations in interest rates, any weakening of the U.S. dollar, and other economic and political factors have created and may continue to create pricing pressure for raw materials and other inputs. These inflationary pressures could, in turn, negatively impact our profitability because we may not be able to pass these costs on to our customers or require our suppliers to absorb such costs.

We strive to maintain sufficient levels of inventory to accommodate our manufacturing customers. Inventory management relating to our material sales is complex, and excess inventory may harm our business and cause it to suffer.

Inventory management remains an area of focus as we balance the need to maintain strategic inventory levels of our OLED materials to ensure competitive lead times against the risk of inventory obsolescence because of rapidly changing technology and customer requirements. As a just-in-time supplier to our customers, we carry sufficient inventory to accommodate their capacity requirements, sometimes without firm purchase commitments. Our dependence on third-party manufacturers to provide our materials to us exposes us to longer lead times than if we were a direct manufacturer, increasing our risk of inventory obsolescence comparatively. Our customers may increase orders during periods of product shortages, cancel orders if their inventory is too high, or delay orders in anticipation of new products. They also may adjust their orders in response to the supply and demand of their products by end-users, or the supply and demand of our products and the products of our competitors that are available to them.

Inventory management risks are heightened when our largest customers launch new products and retire existing products. At such times, these customers tend to change product designs and may introduce some of our new materials into new designs. The production of these materials requires us to purchase essential raw material and commence manufacturing well in advance of receiving firm customer orders for such materials. Accordingly, we are subject to the risk of unanticipated changes in our customers’ manufacturing plans and designs. Unanticipated product cessation and product introduction delays or cancellation may cause us to order or produce excess or insufficient inventory. Excess inventory of our OLED materials is subject to the risk of inventory obsolescence. In the event that a substantial portion of our inventory becomes obsolete, it could have a material adverse effect on earnings due to the resulting costs associated with the inventory impairment charges and inventory write-downs.

We are the sole source supplier for certain critical components used in OLED technologies, which subjects customers to risk if we are unable to meet the demand for such components.

Our customers depend on us as the sole source for certain proprietary PHOLED materials used in manufacturing OLED products, which makes them susceptible to supply shortages if we are unable to meet their demand for such components. A potential customer could be hesitant to adopt OLED technology given the risks inherent in depending on a sole source for critical components and the inability to establish alternate supply relationships. If we are unable to supply the components needed by our existing customers in a

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timely manner, or if potential customers do not utilize OLED technology because of concerns about our ability to meet supply demands, our business may materially suffer.

Because the vast majority of OLED product manufacturers are located in the Asia-Pacific region, we are subject to international operational, financial, legal and political risks which may negatively impact our operations.

Many of our customers and prospective customers have a majority of their operations in countries other than the United States, particularly in the Asia-Pacific region, and revenue outside the United States represents a majority of our total net revenue. We also have offices in various countries located outside of the United States. Risks associated with our doing business outside of the United States include, without limitation:

•
compliance with a wide variety of U.S. and foreign laws and regulations, including foreign anti-corruption laws and certain registration requirements for the OLED materials we sell;
•
legal uncertainties regarding taxes, tariffs, quotas, export controls, export licenses and other trade barriers;
•
economic instability in the countries of our customers, causing delays or reductions in orders for their products and therefore our royalties;
•
political instability in the countries in which we and/or our customers operate, particularly in South Korea relating to its disputes with and proximity to North Korea, in Hong Kong relating to anti-government protests and in Taiwan relating to its disputes with China;
•
third party theft or compromise of our products, technology, data or intellectual property, including by means of counterfeiting or reverse-engineering;
•
difficulties in collecting accounts receivable and longer accounts receivable payment cycles;
•
fluctuations in foreign currency exchange rates for any revenues or expenses not denominated in U.S. dollars;
•
potentially adverse tax and tariff consequences; and
•
trade conflicts between and among various geopolitical factions that could result in trade restrictions being placed on our business.

Any of these factors could impair our ability to license our OLED technologies and sell our OLED materials, thereby harming our business. Compliance with changing laws and regulations may involve significant costs or require changes in business practice that could result in reduced profitability.

We rely on information technology systems to operate various elements of our business and a cyber-attack or other breach of our systems, or those of third parties on whom we may rely, could subject us to liability or interrupt the operation of our business.

We are dependent on information technology systems to operate various elements of our business. A breakdown, invasion, corruption, destruction or interruption of critical information technology systems by employees, others with authorized access to our systems or unauthorized persons could negatively impact operations. In the ordinary course of business, we collect, store and transmit important data and it is critical that we do so in a secure manner to maintain the confidentiality and integrity of such information. Additionally, we outsource certain elements of our information technology systems to third parties. As a result of this outsourcing, our third-party vendors may or could have access to our confidential information making such systems vulnerable. Data breaches of our information technology systems, or those of our third-party vendors, may pose a risk that sensitive data may be exposed to unauthorized persons or to the public. While we believe that we have taken appropriate security measures to protect our data and information technology systems, and have been informed by our third-party vendors that they have as well, there can be no assurance that our efforts will prevent breakdowns or breaches in our systems, or those of our third-party vendors, that could adversely affect our business.

Natural disasters or other unforeseen catastrophic events could unfavorably affect our business.

Natural disasters, such as hurricanes, tsunamis, or earthquakes, particularly in Asia-Pacific region, where many of our customers are located, or the occurrence of other unforeseen catastrophic events, such a fire or flood, could unfavorably affect our business and financial performance. Such events could unfavorably affect our customers in many ways, such as causing physical damage to one or more of their properties, the temporary or permanent closure of one or more plants, the disruption or cessation of manufacturing of product lines, and the temporary or long-term disruption in the supply or demand for their products. A resulting by-product of such natural disasters or other unforeseen catastrophic events could be a temporary or long-term disruption in the supply of or demand for our products.

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Risks Related to Legal, Regulatory and Tax Matters

We may be subject to environmental laws and regulations, including without limitation those associated with the effects of climate change, that impose additional compliance costs and that could negatively impact our business.

Changes in environmental laws or regulations of our products could result in higher operating and compliance expenses and limit the markets in which we can manufacture and to which we can export our products. Changes in environmental laws or regulations, including laws relating to manufacturing operations and export restrictions, also could lead to new or additional investment in product designs and an increase in raw materials costs, and could increase our environmental compliance expenditures. Some of these laws and regulations may be changed or augmented as governments and regulatory bodies seek to address the effects of climate change. If environmental laws or regulations are either changed or adopted and impose additional operational restrictions and compliance requirements upon us or our products, they could negatively impact our business, capital expenditures, results of operations and financial condition.

Our effective tax rate may increase or decrease.

We are subject to income taxes in the U.S. and numerous foreign jurisdictions. Significant judgment is required in determining our worldwide provision for income taxes. In the ordinary course of our business, there are many transactions and calculations where the ultimate tax determination is uncertain. We are subject to audit by tax authorities where we do business. Although we believe that our tax estimates and tax positions are reasonable, they could be materially affected by many factors including the final outcome of tax audits and related litigation, the introduction of new tax accounting standards, legislation, regulations, and related interpretations, our global mix of earnings and the realizability of deferred tax assets. An increase or decrease in our effective tax rate could have a material adverse impact on our financial condition and results of operations.

In addition, at any time, U.S. federal tax laws or the administrative interpretations of those laws may be changed. We also cannot predict whether, when or to what extent other new U.S. federal tax laws, regulations, interpretations or rulings will be issued. As a result, changes in U.S. federal tax laws could negatively impact our operating results, financial condition and business operations, and adversely impact our shareholders.

Occasionally, changes in state and local tax laws or regulations are enacted that may result in an increase in our tax liability. Shortfalls in tax revenues for states and municipalities in recent years may lead to an increase in the frequency and size of such changes. If such changes occur, we may be required to pay additional taxes on our assets or income.

Risks Related to Our Stock and Capitalization

We may require additional funding in the future in order to continue our business.

Our capital requirements have been and will continue to be significant. We may require additional funding in the future for the research, development and commercialization of our OLED technologies and materials, to obtain and maintain patents and other intellectual property rights in these technologies and materials, and for working capital and other purposes, the timing and amount of which are difficult to ascertain. Our cash on hand may not be sufficient to meet all our future needs. When we need additional funds, such funds may not be available on commercially reasonable terms or at all. If we cannot obtain more money when needed, our business might fail. Additionally, if we attempt to raise money in an offering of shares of our common stock, preferred stock, warrants or depositary shares, or if we engage in acquisitions involving the issuance of such securities, the issuance of these shares will dilute our then-existing shareholders.

The market price of our common stock may be highly volatile.

The market price of our common stock may be highly volatile, as has been the case with our common stock in the past as well as the securities of many companies, particularly other emerging-growth companies in the technology industry. Factors such as the following may have a significant impact on the market price of our common stock in the future:

•
our revenues, expenses and operating results;
•
announcements by us, by our licensors, customers, or our competitors of technological developments, new product applications or contractual arrangements;
•
announcements relating to dividends and share repurchases; and
•
other factors affecting the display and solid-state lighting industries in general.

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Our operating results may have significant period-to-period fluctuations, which would make it difficult to predict our future performance.

Due to the current stage of commercialization of our OLED technologies and materials, current geopolitical risks, the limited number of commercially successful consumer products utilizing our OLED technologies that customers have introduced in the marketplace, the relatively short product lifetimes of these consumer products, and the significant development and manufacturing objectives that we and our customers must achieve for the widespread inclusion of our OLED technologies in consumer products such as mobile phones, tablets, television displays and lighting products, our quarterly operating results are difficult to predict and may vary significantly from quarter to quarter.

We believe that period-to-period comparisons of our operating results are not a reliable indicator of our future performance at this time. Among other factors affecting our period-to-period results, our license and technology development fees often consist of large one-time, annual, semi-annual or quarterly payments, which may result in significant fluctuations in our revenues. In addition, our reliance on a relatively small number of licensees with large volumes of consumer product sales makes our quarterly operating results subject to our licensees’ specific plans and the success of their specific product offerings.

With respect to material sales, our sales are primarily dependent on purchases made by a relatively small number of customers. In addition to the other factors described above relating to our customers’ sales opportunities, our quarter-to-quarter sales may be materially impacted by our customers’ inventory management plans, which may vary substantially based on financial management considerations, changes in their product mix plans, modified material processing techniques and manufacturing line modifications.

If, in some future period, our operating results or business outlook fall below the expectations of securities analysts or investors, our stock price would be likely to decline and investors in our common stock may not be able to resell their shares at or above their purchase price. Broad market, industry and global economic factors may also materially reduce the market price of our common stock, regardless of our operating performance.

The issuance of additional shares of our common stock could drive down the price of our stock.

The price of our common stock could decrease if:

•
shares of our common stock that are currently subject to restriction on sale become freely salable, whether through an effective registration statement or based on Rule 144 under the Securities Act of 1933, as amended; or
•
we issue additional shares of our common stock that might be or become freely salable, including shares that would be issued upon conversion of our preferred stock or the exercise of outstanding stock options.

We can issue shares of preferred stock that may adversely affect the rights of shareholders of our common stock.

Our Articles of Incorporation authorize us to issue up to 5,000,000 shares of preferred stock with designations, rights and preferences determined from time-to-time by our Board of Directors. Accordingly, our Board of Directors is empowered, without shareholder approval, to issue preferred stock with dividend, liquidation, conversion, voting or other rights superior to those of shareholders of our common stock. For example, an issuance of shares of preferred stock could:

•
adversely affect the voting power of the shareholders of our common stock;
•
make it more difficult for a third party to gain control of us;
•
discourage bids for our common stock at a premium; or
•
otherwise adversely affect the market price of our common stock.

As of February 23, 2023, we have issued and outstanding 200,000 shares of Series A Nonconvertible Preferred Stock, all of which are held by an entity controlled by members of the family of Sherwin I. Seligsohn, our late founder and former Chairman of the Board of Directors. Our Board of Directors has authorized and issued other shares of preferred stock in the past, none of which are currently outstanding, and may do so again at any time in the future.

Any decisions to reduce or discontinue paying cash dividends to our shareholders could cause the market price for our common stock to decline.

In 2017, our Board of Directors began declaring quarterly cash dividends on our common stock, which we have consistently paid since then and we intend to continue to pay in the future. However, payment of future cash dividends will be at the discretion of our Board of Directors and will depend upon our results of operations, earnings, capital requirements, contractual restrictions and other

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factors deemed relevant by our Board of Directors. As such, we may modify, suspend or cancel our cash dividend policy in any manner and at any time. Any reduction or discontinuance by us of the payment of quarterly cash dividends could cause the market price of our common stock to decline. Moreover, in the event our payment of quarterly cash dividends are reduced or discontinued, our failure or inability to resume paying cash dividends at historical levels could cause the market price of our common stock to decline. There is no guarantee that our common stock will appreciate in value or even maintain the price at which current shareholders purchased their shares.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

ITEM 2. PROPERTIES

As of December 31, 2022, we operated facilities at the following locations:

 

Location

 

Description of Use

 

Country

 

Acquisition Year

375 Phillips Blvd. Ewing, New Jersey

 

Corporate Offices and Research & Development Laboratories

 

United States

 

2004

250 Phillips Blvd. Ewing, New Jersey (1)

 

Corporate Offices and Manufacturing Logistics

 

United States

 

2019

300 Phillips Blvd. Ewing, New Jersey (1)

 

Corporate and Collaboration Offices

 

United States

 

2019

27 McCullough Drive New Castle, Delaware

 

Corporate Offices and Manufacturing Laboratories

 

United States

 

2017

Shannon Industrial Estate, Shannon, County Clare (2)

 

Manufacturing Facility

 

Ireland

 

2021*

* Leased property; represents lease commencement date
(1)
Approximately 88,000 square feet for the expansion of research and development activities, collaboration, manufacturing logistics and other corporate functions.
(2)
Leased, with an option to purchase, for production by PPG of our PHOLED materials.

Patent Related Challenges and Oppositions

Each major jurisdiction in the world that issues patents provides both third parties and applicants an opportunity to seek a further review of an issued patent. The process for requesting and considering such reviews is specific to the jurisdiction that issued the patent in question, and generally does not provide for claims of monetary damages or a review of specific claims of infringement. The conclusions made by the reviewing administrative bodies tend to be appealable and generally are limited in scope and applicability to the specific claims and jurisdiction in question.

We believe that opposition proceedings are frequently commenced in the ordinary course of business by third parties who may believe that one or more claims in a patent do not comply with the technical or legal requirements of the specific jurisdiction in which the patent was issued. We view these proceedings as reflective of its goal of obtaining the broadest legally permissible patent coverage permitted in each jurisdiction. Once a proceeding is initiated, as a general matter, the issued patent continues to be presumed valid until the jurisdiction’s applicable administrative body issues a final non-appealable decision. Depending on the jurisdiction, the outcome of these proceedings could include affirmation, denial or modification of some or all of the originally issued claims. We believe that as OLED technology becomes more established and its patent portfolio increases in size, so will the number of these proceedings.

Below is a summary of an active proceeding that has been commenced against an issued patent that is exclusively licensed to us. We do not believe that the confirmation, loss or modification of our rights in any individual claim or set of claims that are the subject of the following legal proceeding would have a material impact on our material sales or licensing business or on our Consolidated Financial Statements, including our Consolidated Statements of Income, as a whole. In certain circumstances, when permitted, we may also utilize a proceeding to request modification of the claims to better distinguish the patented invention from any newly identified prior art and/or improve the claim scope of the patent relative to commercially important categories of the invention.

Opposition to European Patent No. 1390962

In September 2022, the Opposition Division made a final determination that the patent, which was described in prior filings and has now expired in accordance with its original term, was valid based on amended claims submitted by us to the Opposition Division in 2016.

26

 

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

27

 

PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Our Common Stock

Our common stock is quoted on the NASDAQ Global Select Market website under the symbol “OLED.” As of February 23, 2023, there were approximately 275 holders of record of our common stock.

During 2020, 2021 and 2022, we declared and paid cash dividends on our common stock. While we intend to pay regular quarterly dividends in the future, payment of future cash dividends will be at the discretion of our Board of Directors and will depend upon our results of operations, earnings, capital requirements, contractual restrictions and other factors deemed relevant by our Board of Directors. As such, we may modify, suspend or cancel our cash dividend policy in any manner and at any time.

 

28

 

Performance Graph

The performance graph below compares the change in the cumulative shareholder return of our common stock from December 31, 2017 to December 31, 2022, with the percentage change in the cumulative total return over the same period on (i) the Russell 2000 Index, and (ii) the Nasdaq Electronics Components Index. This performance graph assumes an initial investment of $100 on December 31, 2017 in each of our common stock, the Russell 2000 Index and the Nasdaq Electronics Components Index.

 

img33791406_1.jpg 

 

 

 

 

Cumulative Total Return

 

 

 

12/17

 

 

12/18

 

 

12/19

 

 

12/20

 

 

12/21

 

 

12/22

 

Universal Display Corp.

 

$

100.00

 

 

$

54.32

 

 

$

119.89

 

 

$

134.20

 

 

$

96.77

 

 

$

64.00

 

Russell 2000

 

 

100.00

 

 

 

88.99

 

 

 

111.70

 

 

 

134.00

 

 

 

153.85

 

 

 

122.41

 

NASDAQ Electronic Components

 

 

100.00

 

 

 

86.61

 

 

 

129.69

 

 

 

185.86

 

 

 

275.79

 

 

 

177.31

 

Securities Authorized for Issuance under Equity Compensation Plans

The information required by this item with respect to our equity compensation plans will be set forth in our definitive Proxy Statement for the 2023 Annual Meeting of Shareholders, and herein by reference.

 

29

 

ITEM 6. [RESERVED]

None.

30

 

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the section entitled “Selected Financial Data” in this report and our Consolidated Financial Statements and related notes to this report. This discussion and analysis contains forward-looking statements based on our current expectations, assumptions, estimates and projections. These forward-looking statements involve risks and uncertainties. Our actual results could differ materially from those indicated in these forward-looking statements as a result of certain factors, as more fully discussed in Item 1A of this report, entitled “Risk Factors.”

OVERVIEW

We are a leader in the research, development and commercialization of organic light emitting diode (OLED) technologies and materials for use in display applications, such as mobile phones, televisions, monitors, wearables, tablets, portable media devices, notebook computers, personal computers and automotive applications, as well as specialty and general lighting products. Since 1994, we have been engaged and expect to continue to be primarily engaged, in funding and performing research and development activities relating to OLED technologies and materials, and commercializing these technologies and materials. We derive our revenue primarily from the following:

•
sales of OLED materials for evaluation, development and commercial manufacturing;
•
intellectual property and technology licensing;
•
technology development and support, including third-party collaboration efforts and providing support to third parties for commercialization of their OLED products; and
•
contract research services in the areas of chemical materials synthesis research, development and commercialization for non-OLED applications.

Material sales relate to our sale of OLED materials for incorporation into our customers’ commercial OLED products or for their OLED development and evaluation activities. Material sales are generally recognized at the time title passes, which is typically at the time of shipment or at the time of delivery, depending upon the contractual agreement between the parties.

We receive license and royalty payments under certain commercial, development and technology evaluation agreements, some of which are non-refundable advances. These payments may include royalty and license fees made pursuant to license agreements and also license fees included as part of certain commercial supply agreements. These payments are included in the estimate of total contract consideration by customer and recognized as revenue over the contract term based on material units sold at the estimated per unit fee over the life of the contract.

On December 2, 2022, we entered into a commercial patent license agreement with Samsung Display Co., Ltd. (SDC), replacing a previous license agreement that had been in place since 2018. This agreement, which covers the manufacture and sale of specified OLED display materials, was effective as of January 1, 2023 and lasts through the end of 2027 with an additional two-year extension option for SDC. Under this agreement, we are being paid a license fee, which includes quarterly and annual payments over the agreement term of five years. The agreement conveys to SDC the non-exclusive right to use certain of our intellectual property assets for a limited period of time that is less than the estimated life of the assets.

At the same time that we entered into the current commercial license agreement with SDC, we also entered into a material purchase agreement with SDC, which lasts for the same term as the license agreement and is subject to the same extension option. This new material purchase agreement replaced a previous purchase agreement that had been in place since 2018. Under the material purchase agreement, SDC agrees to purchase from us a minimum amount of red and green phosphorescent emitter materials for use in the manufacture of licensed products. This minimum commitment is subject to SDC’s requirements for phosphorescent emitter materials and our ability to meet these requirements over the term of the supplemental agreement.

In 2015, we entered into an OLED patent license agreement and an OLED commercial supply agreement with LG Display Co., Ltd. (LG Display), which were effective as of January 1, 2015. The terms of these agreements were extended by a January 1, 2021 amendment through the end of 2025. The patent license agreement provides LG Display a non-exclusive, royalty bearing portfolio license to make and sell OLED displays under our patent portfolio. The patent license calls for license fees, prepaid royalties and running royalties on licensed products. The OLED commercial supply agreement provides for the sales of materials for use by LG Display, which may include phosphorescent emitters and host materials. The agreements provide for certain other minimum obligations relating to the volume of material sales anticipated over the life of the agreements as well as minimum royalty revenue.

31

 

In 2016, we entered into long-term, multi-year OLED patent license and material purchase agreements with Tianma Micro-electronics Co., Ltd. (Tianma). Under the license agreement, we have granted Tianma non-exclusive license rights under various patents owned or controlled by us to manufacture and sell OLED display products. The license agreement calls for license fees and running royalties on Tianma’s sales of licensed products. Additionally, we supply phosphorescent OLED materials to Tianma for use in its licensed products. In 2021, we mutually agreed to extend the terms of both the patent license and material purchase agreements for an additional multi-year term.

In 2017, we entered into long-term, multi-year agreements with BOE Technology Group Co., Ltd. (BOE). Under these agreements, we have granted BOE non-exclusive license rights under various patents owned or controlled by us to manufacture and sell OLED display products. We also supply phosphorescent OLED materials to BOE for use in its licensed products.

In 2018, we entered into long-term, multi-year OLED patent license and material purchase agreements with Visionox Technology, Inc. (Visionox). Under the license agreement, we have granted certain of Visionox’s affiliates non-exclusive license rights under various patents owned or controlled by us to manufacture and sell OLED display products. The license agreement calls for license fees and running royalties on licensed products. Additionally, we supply phosphorescent OLED materials to Visionox for use in its licensed products. In 2021, we announced an extension of the Visionox agreement by entering into new five-year OLED material supply and license agreements with a new affiliate of Visionox, Visionox Hefei Technology Co. Ltd.

In 2019, we entered into an evaluation and commercial supply relationship with Wuhan China Star Optoelectronics Semiconductor Display Technology Co., Ltd. (CSOT). In 2020, we entered into long-term, multi-year agreements with CSOT. Under these agreements, we have granted CSOT non-exclusive license rights under various patents owned or controlled by us to manufacture and sell OLED display products. We also supply phosphorescent OLED materials to CSOT for use in its licensed products.

In 2016, we acquired Adesis, Inc. (Adesis) which has operations in New Castle and Wilmington, Delaware. Adesis is a contract research organization (CRO) that provides support services to the OLED, pharma, biotech, catalysis and other industries. As of December 31, 2022, Adesis employed a team of 150 research scientists, chemists, engineers and laboratory technicians. Prior to our acquisition of Adesis, we utilized more than 50% of Adesis’ technology service and production output. We continue to utilize a significant portion of its technology research capacity for the benefit of our OLED technology development, and Adesis uses the remaining capacity to operate as a CRO in the above-mentioned industries by providing contract research services for non-OLED applications to those third-party customers. Contract research services revenue is earned by providing chemical materials synthesis research, development and commercialization for non-OLED applications on a contractual basis for those third-party customers.

In June 2020, a wholly-owned subsidiary, OVJP Corporation (OVJP Corp), was formed as a Delaware corporation. Based in California, OVJP Corp was founded to advance the commercialization of our proprietary Organic Vapor Jet Printing (OVJP) technology. As of December 31, 2022, OVJP Corp employed a team of 22 research, mechanical, electrical and software engineers and laboratory technicians. As a direct printing technique, OVJP technology has the potential to offer high deposition rates for large-area OLEDs. In addition, OVJP technology reduces OLED material waste associated with use of a shadow mask (i.e., the waste of material that deposits on the shadow mask itself when fabricating an OLED). By comparison to inkjet printing, an OVJP process does not use liquid solvents and therefore the OLED materials utilized are not limited by their viscosity or solvent solubility. OVJP also avoids generation of solvent wastes and eliminates the additional step of removing residual solvent from the OLED device. We believe the successful implementation of the OVJP technology has the potential to increase the addressable market for large-size OLED panels while also serving another potential growth market for our proprietary PHOLED materials and technologies.

In February 2021, we announced the establishment of a new manufacturing site in Shannon, Ireland and an agreement between UDC Ireland Limited and PPG for the production of our OLED materials. We currently lease the Shannon site and have a contractual option to purchase the facility. When fully operational, the new facility is expected to double our production capacity and allow for the diversification of our manufacturing base for phosphorescent emitters. The first phase of facility improvements has been completed and operations commenced in June 2022.

We also generate technology development and support revenue earned from development and technology evaluation agreements and commercialization assistance fees.

We anticipate fluctuations in our annual and quarterly results of operations due to uncertainty regarding, among other factors:

•
the timing, cost and volume of sales of our OLED materials;
•
the timing of our receipt of license fees and royalties, as well as fees for future technology development and evaluation;

32

 

•
the timing and magnitude of expenditures we may incur in connection with our ongoing research and development and patent-related activities; and
•
the timing and financial consequences of our formation of new business relationships and alliances.

Further, we continue to monitor the impact of COVID-19 on our business. Our global operations, and the global nature of our customer base and their respective customers, expose us to risks associated with public health crises, such as pandemics, epidemics and disease outbreaks. The ongoing COVID-19 pandemic had a substantial impact on our operations and financial results during the year ended December 31, 2020 and continued to have a gradually lesser impact during the years ended December 31, 2021 and 2022. We expect that as the pandemic continues to evolve, there is the potential for continued impact on the results of our operations due to uncertainties involving the continued disruption of the global economy, uncertainties associated with consumer demand for finished OLED goods, and the potential resulting impact on our customers and their demand for our phosphorescent emitters.

At this time, the crisis has not had a significant impact on our ability to fulfill shipments of commercial materials as required by our customers.

We continue to actively monitor the COVID-19 situation and may take further actions that we determine are in the best interests of our employees, customers, partners, suppliers, and stakeholders, or as required by federal, state, or local authorities. It is not clear what effects any such potential actions could have on our business, including on our customers, employees, and financial results.

Critical Accounting Policies and Estimates

The discussion and analysis of our financial condition and results of operations is based on our Consolidated Financial Statements, which have been prepared in accordance with U.S. generally accepted accounting principles. The preparation of these financial statements requires us to make estimates and judgments that affect our reported assets and liabilities, revenues and expenses, and other financial information. Actual results may differ significantly from our estimates under other assumptions and conditions.

We believe that our accounting policies related to revenue recognition and deferred revenue and income taxes, as described below, are our “critical accounting policies” as contemplated by the SEC. These policies, which have been reviewed with our Audit Committee, are discussed in greater detail below.

Revenue Recognition and Deferred Revenue

Material sales relate to the sale of our OLED materials for incorporation into our customers’ commercial OLED products or for their OLED development and evaluation activities. Revenue associated with material sales is generally recognized at the time title passes, which is typically at the time of shipment or at the time of delivery, depending upon the contractual agreement between the parties. Revenue may be recognized after control of the material passes in the event the transaction price includes variable consideration. For example, a customer may be provided an extended opportunity to stock materials prior to use in mass production and given a general right of return not conditioned on breaches of warranties associated with the specific product. In such circumstances, revenue will be recognized at the earlier of the expiration of the customer’s general right of return or once it becomes unlikely that the customer will exercise its right of return.

The rights and benefits to our OLED technologies are conveyed to the customer through technology license agreements and material supply agreements. We believe that the licenses and materials sold under these combined agreements are not distinct from each other for financial reporting purposes and as such, are accounted for as a single performance obligation. Accordingly, total contract consideration is estimated and recognized over the contract term based on material units sold at the estimated per unit fee over the life of the contract. Total contract consideration is allocated to material sales and royalty and licensing fees on the Consolidated Statements of Income based on contract pricing.

Various estimates are relied upon to recognize revenue. We estimate total material units to be purchased by our customers over the contract term based on historical trends, industry estimates and our forecast process. Our management uses the expected value method to estimate the material per unit fee. Additionally, our management estimates the sales-based portion of royalty revenue based on the estimated net sales revenue of our customers over the contract term.

Accounting for Income Taxes

We are subject to income taxes in both the U.S. and foreign jurisdictions. Significant judgments and estimates are required in evaluating our tax positions for future realization and determining our provision for income taxes. Our income tax expense, deferred tax assets and liabilities, and reserves for unrecognized tax benefits reflect management's best assessment of estimated future taxes to be paid.

33

 

In assessing the realizability of deferred tax assets, we consider whether it is more likely than not that some portion or all of our deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent on our ability to generate future taxable income to obtain benefit from the reversal of temporary differences, net operating loss carryforwards and tax credits. As part of our assessment, we consider the scheduled reversal of deferred tax assets and liabilities, projected future taxable income, and tax planning strategies.

During the year ended December 31, 2022, based on our previous earnings history, a current evaluation of expected future taxable income and other evidence, we determined to retain the valuation allowance that relates to New Jersey research and development credits and unrealized loss on investments. Actual results could differ from our assessments if adequate taxable income is generated in future periods. To the extent we establish a new valuation allowance or change a previously established valuation allowance in a future period, income tax expense will be impacted.

RESULTS OF OPERATIONS

For a discussion of our results of operations comparison for the years ended December 31, 2021 and 2020, refer to our Annual Report on Form 10-K for the fiscal year ended December 31, 2021 filed on February 23, 2022.

Comparison of the Years Ended December 31, 2022 and 2021

 

 

 

Year Ended December 31,

 

 

 

 

 

 

2022

 

 

2021

 

 

(Decrease) Increase

 

REVENUE:

 

 

 

 

 

 

 

 

 

Material sales

 

$

331,081

 

 

$

318,623

 

 

$

12,458

 

Royalty and license fees

 

 

267,115

 

 

 

219,032

 

 

 

48,083

 

Contract research services

 

 

18,423

 

 

 

15,870

 

 

 

2,553

 

Total revenue

 

 

616,619

 

 

 

553,525

 

 

 

63,094

 

COST OF SALES

 

 

127,896

 

 

 

114,991

 

 

 

12,905

 

Gross margin

 

 

488,723

 

 

 

438,534

 

 

 

50,189

 

OPERATING EXPENSES:

 

 

 

 

 

 

 

 

 

Research and development

 

 

117,062

 

 

 

99,673

 

 

 

17,389

 

Selling, general and administrative

 

 

77,886

 

 

 

80,372

 

 

 

(2,486

)

Amortization of acquired technology and other intangible assets

 

 

17,459

 

 

 

21,994

 

 

 

(4,535

)

Patent costs

 

 

8,329

 

 

 

8,160

 

 

 

169

 

Royalty and license expense

 

 

877

 

 

 

691

 

 

 

186

 

Total operating expenses

 

 

221,613

 

 

 

210,890

 

 

 

10,723

 

OPERATING INCOME

 

 

267,110

 

 

 

227,644

 

 

 

39,466

 

Interest income, net

 

 

7,811

 

 

 

505

 

 

 

7,306

 

Other (loss) income, net

 

 

(6,691

)

 

 

98

 

 

 

(6,789

)

Interest and other income, net

 

 

1,120

 

 

 

603

 

 

 

517

 

INCOME BEFORE INCOME TAXES

 

 

268,230

 

 

 

228,247

 

 

 

39,983

 

INCOME TAX EXPENSE

 

 

(58,169

)

 

 

(44,034

)

 

 

(14,135

)

NET INCOME

 

$

210,061

 

 

$

184,213

 

 

$

25,848

 

Revenue

Our total material sales were $331.1 million for the year ended December 31, 2022, as compared to $318.6 million for the year ended December 31, 2021, an increase of 4% with a commensurate increase in unit material volume of 4%.

•
Green emitter sales for the year ended December 31, 2022, which include our yellow-green emitters, were $251.6 million as compared to $242.9 million for the year ended December 31, 2021, with unit material volumes increasing by 3%.
•
Red emitter sales for the year ended December 31, 2022, were $79.0 million as compared to $75.2 million for the year ended December 31, 2021, with unit material volumes increasing by 8%.

Revenue from royalty and license fees was $267.1 million for the year ended December 31, 2022 as compared to $219.0 million for the year ended December 31, 2021, an increase of 22%. This increase was primarily the result of a favorable cumulative catch-up adjustment arising from changes in estimates of transaction price and higher unit material volume.

34

 

The cumulative catch-up adjustment arising from changes in estimates of transaction price, net was $30.3 million for the year ended December 31, 2022 resulted from an increase in the average price per gram that was primarily due to the decrease in anticipated demand by several of our customers over the remaining lives of their contracts, resulting from the continued deterioration in the global market economy as evidenced by weakness in consumer demand caused by higher interest rates and inflationary pricing pressures. At this time, substantial uncertainty exists as to the projected duration and intensity of this global market deterioration and the extent to which it will negatively impact such customers' near-term production requirements.

Contract research services revenue was $18.4 million for the year ended December 31, 2022 as compared to $15.9 million for the year ended December 31, 2021, an increase of 16%. Revenue from contract research services consists of revenue earned by our subsidiary, Adesis, which provides support services to the pharma, biotech, catalysis and other industries on a contractual basis for those third-party customers.

Cost of Sales

Cost of sales for the year ended December 31, 2022 increased by $12.9 million as compared to the year ended December 31, 2021, primarily due to an increase in the level of material sales with an associated increase in manufacturing costs, underutilization of the manufacturing facility in Shannon, Ireland and higher per unit material costs. The underutilization charges related to the Shannon facility were $7.9 million for the year ended December 31, 2022. Shannon facility charges began to be recorded as cost of sales in June 2022 when the facility was first used for production activities. Shannon facility costs prior to June 2022 were recorded in selling, general and administrative expenses. We anticipate that the Shannon facility will continue to be underutilized in the near-term as we have begun to bring this additional capacity online in preparation for anticipated growth in the years ahead. Included in the cost of sales for both fiscal years ended December 31, 2022 and 2021 was an increase in inventory reserve of $3.6 million due to excess inventory levels in certain products. As a result of the increase in revenue from royalty and license fees and material sales, gross margin for the year ended December 31, 2022 increased by $50.2 million as compared to the year ended December 31, 2021, with gross margin as a percentage of revenue remaining consistent at 79%.

Research and development

Research and development expenses increased to $117.1 million for the year ended December 31, 2022, as compared to $99.7 million for the year ended December 31, 2021. The increase in research and development expenses was primarily due to increased contract research and PPG development activity, higher employee-related compensation expenses and operating costs, including those associated with OVJP technology development.

Selling, general and administrative

Selling, general and administrative expenses decreased to $77.9 million for the year ended December 31, 2022, as compared to $80.4 million for the year ended December 31, 2021. The decrease in selling, general and administrative expenses was primarily due to lower stock-based compensation, partially offset by increased pre-production costs associated with the Shannon facility, an increase in depreciation expense resulting from corporate expansion, as well as an increase in overall general office expenses.

Amortization of acquired technology and other intangible assets

Amortization of acquired technology and other intangible assets was $17.5 million for the year ended December 31, 2022, as compared to $22.0 million for the year ended December 31, 2021. The decrease was due to the Fujifilm patents becoming fully amortized during the year ended December 31, 2022. See Note 7 in Notes to Consolidated Financial Statements for further discussion.

Patent costs

Patent costs increased to $8.3 million for the year ended December 31, 2022, as compared to $8.2 million for the year ended December 31, 2021.

35

 

Royalty and license expense

Royalty and license expense increased to $877,000 for the year ended December 31, 2022, as compared to $691,000 for the year ended December 31, 2021.

Interest and other (loss) income, net

Interest income, net was $7.8 million for the year ended December 31, 2022, as compared to $505,000 for the year ended December 31, 2021. The increase in interest income, net was primarily due to an increase in bond yields on available-for-sale investments held during the year ended December 31, 2022 compared to the prior year as well as higher available-for-sale investment balances. Other (loss) income, net primarily consisted of impairment of minority investments of $7.0 million during the year ended December 31, 2022, net exchange gains and losses on foreign currency transactions and rental income. We recorded other loss, net of $6.7 million for the year ended December 31, 2022 as compared to other income, net of $98,000 for the year ended December 31, 2021.

Income tax expense

We are subject to income taxes in both the United States and foreign jurisdictions. The effective income tax rate was an expense of 21.7% and 19.3% for the years ended December 31, 2022 and 2021, respectively, and we recorded income tax expense of $58.2 million and $44.0 million, respectively, for those periods. The effective income tax rate increased due to a change in U.S. tax legislation associated with the ability to credit Chinese withholding taxes, as well as the impact to the global intangible low-taxed income (GILTI) arising from a change in the capitalization rules for research and development expenses.

Liquidity and Capital Resources

Our principal sources of liquidity are our cash and cash equivalents and short-term investments. As of December 31, 2022, we had cash and cash equivalents of $93.4 million, short-term investments of $484.3 million, and long-term corporate bond and U.S. Government bond investments of $247.9 million for a total of $825.6 million. This compares to cash and cash equivalents of $312.0 million, short-term investments of $351.2 million, and long-term U.S. Government bond investments of $159.6 million for a total of $822.8 million as of December 31, 2021.

Cash provided by operating activities for the year ended December 31, 2022 was $126.8 million resulting from $210.1 million of net income and an increase of $51.0 million due to non-cash items including stock-based compensation, depreciation, amortization of intangibles and deferred income taxes, partially offset by a $134.3 million reduction due to changes in our operating assets and liabilities. Changes in our operating assets and liabilities related to a decrease in deferred revenue of $93.2 million, an increase in inventory of $49.1 million and a decrease in other liabilities of $11.4 million, partially offset by a decrease in accounts receivable of $15.0 million, an increase in accounts payable and accrued expenses of $3.3 million and a decrease in other assets of $1.1 million.

Cash provided by operating activities for the year ended December 31, 2021 was $191.1 million resulting from $184.2 million of net income and an increase of $88.5 million due to non-cash items including stock-based compensation, amortization of intangibles and depreciation, partially offset by a $81.6 million reduction due to changes in our operating assets and liabilities. Changes in our operating assets and liabilities related to an increase in inventory of $42.6 million, an increase in other assets of $32.6 million, an increase in accounts receivable of $25.4 million and a decrease in deferred revenue of $5.2 million, partially offset by an increase in other liabilities of $22.3 million and an increase in accounts payable and accrued expenses of $1.9 million.

Cash used in investing activities was $280.7 million for the year ended December 31, 2022, as compared to $457.8 million for the year ended December 31, 2021. The decrease was due to the timing of maturities and purchases of investments resulting in net purchases of $233.5 million for the year ended December 31, 2022, as compared to $414.2 million for the year ended December 31, 2021, partially offset by an increase in purchases of intangibles and property, plant and equipment of $3.6 million for the year ended December 31, 2022 as compared to the year ended December 31, 2021. The increase in intangible purchases during the year ended December 31, 2022 was primarily due to a patent purchase. The increase in property, plant and equipment purchases during the year ended December 31, 2022 was primarily due to the manufacturing facility in Shannon, Ireland and improvements to our facilities in Ewing, New Jersey.

Cash used in financing activities was $64.6 million for the year ended December 31, 2022, as compared to $51.4 million for the year ended December 31, 2021. The increase was due to an increase in the cash payment of dividends in the current year of $19.0 million, partially offset by a decrease in the payment of withholding taxes related to stock-based compensation to employees of $5.7 million and an increase in the proceeds from issuance of common stock of $63,000.

36

 

Working capital was $763.8 million as of December 31, 2022, as compared to $738.0 million as of December 31, 2021. The increase was primarily due to an increase in short-term investments, a decrease in deferred revenue and an increase in inventory, partially offset by decreases in cash and cash equivalents.

Several significant contractual obligations are anticipated to be incurred in future periods and include payments for retirement benefit plan obligations, lease obligations and PPG inventory commitments. Payments towards the retirement plan obligations will commence during fiscal year 2023 in the amount of $2.0 million and are expected to total $93.1 million over the life of the plan. Existing lease obligations are $4.6 million for fiscal year 2023, $9.3 million in total for fiscal years 2023 and 2024 and $21.6 million thereafter. Existing PPG inventory commitments are $31.9 million and will fluctuate based on PPG production needs to fulfill to our demand for commercial emitter material.

We anticipate, based on our internal forecasts and assumptions relating to our operations (including, among others, assumptions regarding our working capital requirements, the progress of our research and development efforts, the availability of sources of funding for our research and development work, and the timing and costs associated with the preparation, filing, prosecution, maintenance, defense and enforcement of our patents and patent applications), that we have sufficient cash, cash equivalents and short-term investments to meet our obligations for at least the next twelve months. However, the extent to which the COVID-19 pandemic and our precautionary measures in response thereto may impact our business and thus our liquidity will depend on future developments, which are highly uncertain and cannot be precisely estimated at this time.

We believe that potential additional financing sources for us include long-term and short-term borrowings and public and private sales of our equity and debt securities. It should be noted, however, that additional funding may be required in the future for research, development and commercialization of our OLED technologies and materials, to obtain, maintain and enforce patents respecting these technologies and materials, and for working capital and other purposes, the timing and amount of which are difficult to ascertain. There can be no assurance that additional funds will be available to us when needed, on commercially reasonable terms or at all, particularly in the current economic environment.

Recently Issued Accounting Pronouncements

Recently issued accounting pronouncements are addressed in Note 2 in the Notes to Consolidated Financial Statements.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We do not utilize financial instruments for trading purposes and hold no derivative financial instruments, other financial instruments or derivative commodity instruments that could expose us to significant market risk other than our investments disclosed in “Fair Value Measurements” in Note 4 to the Consolidated Financial Statements included herein. We generally invest in investment grade financial instruments to reduce our exposure related to investments. Our primary market risk exposure with regard to such financial instruments is to changes in interest rates, which would impact interest income earned on investments. However, based upon the conservative nature of our investment portfolio and current experience, we do not believe a decrease in investment yields would have a material negative effect on our interest income.

Substantially all our revenue is derived from outside of North America. All revenue is primarily denominated in U.S. dollars and therefore we bear no significant foreign exchange risk.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Our Consolidated Financial Statements and the related notes to those statements are attached to this report beginning on page F-1.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2022. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures, as of the end of the period covered by this report, are effective

37

 

to provide reasonable assurance that the information required to be disclosed by us in reports filed or submitted under the Securities Exchange Act of 1934, as amended, is (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and (ii) accumulated and communicated to our management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding disclosure. However, a controls system, no matter how well designed and operated, cannot provide absolute assurance that the objectives of the controls system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.

Management’s Report on Internal Control over Financial Reporting and Report of Independent Registered Public Accounting Firm on Internal Control over Financial Reporting

The report of management on our internal control over financial reporting and the associated attestation report of our independent registered public accounting firm are set forth in Item 8 of this report.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during the quarter ended December 31, 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

ITEM 9B. OTHER INFORMATION

On February 21, 2023, the Company’s Board of Directors, upon the recommendation of its Human Capital Committee, authorized the issuance of 19,265 shares of the Company’s common stock to Mr. Sidney Rosenblatt, the Company’s former EVP and Chief Financial Officer who retired on December 31, 2022, and a current member of the Board. The number of shares issued to Mr. Rosenblatt equals the number of shares he would have received, but for his retirement, during the first quarter of 2023, upon the vesting of one-third of each of the time-based restricted share unit grants made in 2020, 2021 and 2022. In addition, the Board of Directors authorized the issuance to Mr. Rosenblatt of the number of shares of common stock that would have been issued to him, with respect to the three-year performance period from January 1, 2020 to December 31, 2022, upon the vesting of the performance-based portion of the grant made to him in 2020 under the Company’s long-term incentive equity compensation plan. Such number of shares shall be determined in March 2023 when the determinations of performance with respect to the 2020 - 2022 performance period are made by the Human Capital Committee.

Also on February 21, 2023, the Company’s Board of Directors approved the amendment and restatement of the Universal Display Corporation Annual Incentive Plan (the “AIP”), originally established and in effect since 2013. The AIP is a bonus plan pursuant to which eligible senior executive employees of the Company may earn a bonus based on the achievement of performance objectives, and is administered by the Human Capital Committee. All senior executives of the Company and its subsidiaries are eligible to participate in the AIP. Annual bonus awards are awarded to eligible participants on an annual basis, if the performance goals established by the Committee are met. At the beginning of each fiscal year, the Human Capital Committee establishes each participant's target and maximum bonus award, the performance goals applicable to the bonus award, and such other conditions as the Committee deems appropriate. The performance goals may provide for differing amounts to be paid (e.g., threshold, target, and maximum amounts) based on differing levels of performance. The performance goals may relate to the financial performance of the Company and its subsidiaries or one or more business units, and, where appropriate, they may relate to a participant's personal performance. The foregoing description of the AIP is a summary and is qualified in its entirety by reference to the full text of the AIP, which is attached to this Annual Report on Form 10-K as Exhibit 10.14 and incorporated by reference herein.

ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

None.

38

 

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Information with respect to this item is set forth in our definitive Proxy Statement for the 2023 Annual Meeting of Shareholders, which is to be filed with the U.S. Securities and Exchange Commission no later than May 1, 2023 (the first business day after the 120th day following the end of our fiscal year) (our Proxy Statement), and which is incorporated herein by reference. Information regarding our executive officers is included at the end of Item 1 in Part I of this report.

ITEM 11. EXECUTIVE COMPENSATION

Information with respect to this item will be set forth in our Proxy Statement, and is incorporated herein by reference.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Information with respect to this item will be set forth in our Proxy Statement, and is incorporated herein by reference.

Information with respect to this item will be set forth in our Proxy Statement, and is incorporated herein by reference.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Information with respect to this item will be set forth in our Proxy Statement, and is incorporated herein by reference.

39

 

PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) The following documents are filed as part of this report:

(1) Financial Statements:

 

Management’s Report on Internal Control Over Financial Reporting

F-2

Reports of Independent Registered Public Accounting Firm

F-3

Consolidated Balance Sheets

F-6

Consolidated Statements of Income

F-7

Consolidated Statements of Comprehensive Income

F-8

Consolidated Statements of Shareholders’ Equity

F-9

Consolidated Statements of Cash Flows

F-10

Notes to Consolidated Financial Statements

F-11

 

(2) Financial Statement Schedules:

None.

(3) Exhibits:

The following is a list of the exhibits filed as part of this report. Where so indicated by footnote, exhibits that were previously filed are incorporated by reference. For exhibits incorporated by reference, the location of the exhibit in the previous filing is indicated parenthetically, together with a reference to the filing indicated by footnote.

 

Exhibit
Number

 

Description

3.1

 

Amended and Restated Articles of Incorporation of the registrant (1)

3.2

 

Amended and Restated Bylaws of the registrant (2)

4

 

Description of Securities (3)

10.1#

 

Amended and Restated Change in Control Agreement between the registrant and Steven V. Abramson, dated as of November 4, 2008 (4)

10.2#

 

Amended and Restated Change in Control Agreement between the registrant and Julia J. Brown, dated as of November 4, 2008 (4)

10.3#

 

Amended and Restated Change in Control Agreement between the registrant and Janice K. Mahon, dated as of November 4, 2008 (4)

10.4#

 

Amended and Restated Change in Control Agreement between the registrant and Mauro Premutico, dated April 16, 2012 (5)

10.5#

 

Supplemental Executive Retirement Plan, dated as of April 1, 2010 (6)

10.6#

 

Amended and Restated Equity Compensation Plan, effective as of March 7, 2013 (7)

10.7

 

1997 Amended License Agreement among the registrant, The Trustees of Princeton University and the University of Southern California, dated as of October 9, 1997 (8)

10.8

 

Amendment #1 to the Amended License Agreement among the registrant, the Trustees of Princeton University and the University of Southern California, dated as of August 7, 2003 (9)

10.9

 

Amendment #2 to the Amended License Agreement among the registrant, the Trustees of Princeton University, the University of Southern California and the Regents of the University of Michigan, dated as of January 1, 2006 (10)

10.10+

 

Termination, Amendment and License Agreement by and among the registrant, PD-LD, Inc., Dr. Vladimir S. Ban, and The Trustees of Princeton University, dated as of July 19, 2000 (11)

10.11+

 

Amended and Restated OLED Materials Supply and Service Agreement between the registrant and PPG Industries, Inc., dated as of October 1, 2011 (12)

10.12+

 

Amendment, dated February 23, 2021, to Amended and Restated OLED Materials Supply and Service Agreement, dated as of October 1, 2011, between the Registrant and PPG Industries, Inc. (13)

40

 

10.13+

 

Patent Sale Agreement, dated as of July 23, 2012 by and between FUJIFILM Corporation and the Company (14)

10.14#*

 

Universal Display Corporation Annual Incentive Plan

10.15#*

 

Form Agreement - Restricted Stock Unit Grant Letter

10.16#*

 

Form Agreement - Performance Stock Unit Grant Letter

10.17#

 

Universal Display Corporation Equity Compensation Plan (15)

10.18#

 

Amendment 2015-1, dated March 3, 2015, to Universal Display Corporation Supplemental Executive Retirement Plan (16)

10.19+

 

IP Transfer Agreement, dated June 28, 2016 by and between UDC Ireland Limited and BASF SE (17)

10.20#

 

Equity Grant Agreement between the registrant and Julia J. Brown, dated as of December 12, 2019 (3)

10.21#

 

Equity Grant Agreement between the registrant and Mauro Premutico, dated as of December 12, 2019 (3)

10.22#

 

Equity Grant Agreement between the registrant and Janice K. Mahon, dated as of December 12, 2019 (3)

10.23#*

 

Amended and Restated Change in Control Agreement between the registrant and Brian Millard, dated as of September 6, 2022

10.24#*

 

Restricted Stock Grant Unit Agreement between the registrant and Brian Millard, dated as of September 6, 2022

10.25*+

 

OLED Patent License Agreement between UDC Ireland Limited and Samsung Display Co., Ltd., dated as of December 2, 2022

10.26*+

 

Supplemental OLED Material Purchase Agreement between UDC Ireland Limited and Samsung Display Co., Ltd., dated as of December 2, 2022

21*

 

Subsidiaries of the registrant

23.1*

 

Consent of KPMG LLP

31.1*

 

Certifications of Steven V. Abramson, Chief Executive Officer, as required by Rule 13a-14(a) or Rule 15d-14(a)

31.2*

 

Certifications of Brian Millard, Chief Financial Officer, as required by Rule 13a-14(a) or Rule 15d-14(a)

32.1**

 

Certifications of Steven V. Abramson, Chief Executive Officer, as required by Rule 13a-14(b) or Rule 15d-14(b), and by 18 U.S.C. Section 1350. (This exhibit shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section. Further, this exhibit shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.)

32.2**

 

Certifications of Brian Millard, Chief Financial Officer, as required by Rule 13a-14(b) or Rule 15d-14(b), and by 18 U.S.C. Section 1350. (This exhibit shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section. Further, this exhibit shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.)

101.INS*

 

Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

101.SCH*

 

Inline XBRL Taxonomy Extension Schema Document

101.CAL*

 

Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF*

 

Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB*

 

Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE*

 

Inline XBRL Taxonomy Extension Presentation Linkbase Document

104

 

The cover page of this Annual Report on Form 10-K for the year ended December 31, 2022, formatted in Inline XBRL (included in Item 101.INS)

 

Explanation of footnotes to listing of exhibits:

 

* Filed herewith.

** Furnished herewith.

41

 

# Management contract or compensatory plan or arrangement.

+ Either (1) confidential treatment has been accorded to certain portions of this exhibit pursuant to Rule 406 under the Securities Act of 1933, as amended, or Rule 24b-2 under the Securities Exchange Act of 1934, as amended, or (2) portions of this exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K promulgated by the SEC.

(1)
Filed as an Exhibit to the Quarterly Report on Form 10-Q for the quarter ended June 30, 2018, filed with the SEC on August 9, 2018.
(2)
Filed as an Exhibit to the Annual Report on Form 10-K for the year ended December 31, 2003, filed with the SEC on March 1, 2004.
(3)
Filed as an Exhibit to the Annual Report on Form 10-K for the year ended December 31, 2019, filed with the SEC on February 20, 2020.
(4)
Filed as an Exhibit to the Annual Report on Form 10-K for the year ended December 31, 2008, filed with the SEC on March 12, 2009.
(5)
Filed as an Exhibit to the Quarterly Report on Form 10-Q for the quarter ended June 30, 2012, filed with the SEC on August 8, 2012.
(6)
Filed as an Exhibit to the Quarterly Report on Form 10-Q for the quarter ended March 31, 2010, filed with the SEC on May 10, 2010.
(7)
Filed as an Exhibit to the Quarterly Report on Form 10-Q for the quarter ended March 31, 2013, filed with the SEC on May 9, 2013.
(8)
Filed as an Exhibit to the Annual Report on Form 10K-SB for the year ended December 31, 1997, filed with the SEC on March 31, 1998.
(9)
Filed as an Exhibit to the Quarterly Report on Form 10-Q for the quarter ended September 30, 2003, filed with the SEC on November 10, 2003.
(10)
Filed as an Exhibit to the Quarterly Report on Form 10-Q for the quarter ended June 30, 2006, filed with the SEC on August 9, 2006.
(11)
Filed as an Exhibit to the amended Quarterly Report on Form 10-Q for the quarter ended September 30, 2000, filed with the SEC on November 20, 2001.
(12)
Filed as an Exhibit to the Quarterly Report on Form 10-Q for the quarter ended September 30, 2011, filed with the SEC on November 8, 2011.
(13)
Filed as an Exhibit to the Quarterly Report on Form 10-Q for the quarter ended March 31, 2021, filed with the SEC on May 6, 2021.
(14)
Filed as an Exhibit to a Current Report on Form 8-K, filed with the SEC on July 27, 2012.
(15)
Filed as Exhibit A to the Company's Definitive Proxy Statement for the 2014 Annual Meeting filed with the SEC on April 25, 2014.
(16)
Filed as an exhibit to the Current Report on Form 8-K filed with the SEC on March 9, 2015.
(17)
Filed as an Exhibit to the Quarterly Report on Form 10-Q for the quarter ended June 30, 2016, filed with the SEC on August 4, 2016.

Note: Any of the exhibits listed in the foregoing index not included with this report may be obtained, without charge, by writing to Mauro Premutico, Corporate Secretary, Universal Display Corporation, 250 Phillips Boulevard, Ewing, New Jersey 08618.

(b) The exhibits required to be filed by us with this report are listed above.

(c) The Consolidated Financial Statement schedules required to be filed by us with this report are listed above.

ITEM 16. FORM 10-K SUMMARY

None.

42

 

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

UNIVERSAL DISPLAY CORPORATION

 

 

 

By: /s/ Brian Millard

 

Brian Millard

 

Vice President, Chief Financial Officer and Treasurer

 

 

 

Date: February 23, 2023

 

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

Name

 

Title

 

Date

 

 

 

 

 

/s/ Steven V. Abramson

 

President, Chief Executive Officer and Director (principal executive officer)

 

February 23, 2023

Steven V. Abramson

 

 

 

 

 

 

 

 

 

/s/ Brian Millard

 

Vice President, Chief Financial Officer and Treasurer

 

February 23, 2023

Brian Millard

 

(principal financial and accounting officer)

 

 

 

 

 

 

 

/s/ Elizabeth H. Gemmill

 

Chair of the Board of Directors

 

February 23, 2023

Elizabeth H. Gemmill

 

 

 

 

 

 

 

 

 

/s/ Cynthia J. Comparin

 

Director

 

February 23, 2023

Cynthia J. Comparin

 

 

 

 

 

 

 

 

 

/s/ Richard C. Elias

 

Director

 

February 23, 2023

Richard C. Elias

 

 

 

 

 

 

 

 

 

/s/ C. Keith Hartley

 

Director

 

February 23, 2023

C. Keith Hartley

 

 

 

 

 

 

 

 

 

/s/ Celia M. Joseph

 

Director

 

February 23, 2023

Celia M. Joseph

 

 

 

 

 

 

 

 

 

/s/ Lawrence Lacerte

 

Director

 

February 23, 2023

Lawrence Lacerte

 

 

 

 

 

 

 

 

 

/s/ Sidney D. Rosenblatt

 

Director

 

February 23, 2023

Sidney D. Rosenblatt

 

 

 

 

 

43

 

UNIVERSAL DISPLAY CORPORATION AND SUBSIDIARIES

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

 

Consolidated Financial Statements:

 

 

Management’s Report on Internal Control Over Financial Reporting

 

F-2

Reports of Independent Registered Public Accounting Firm

 

F-3

Consolidated Balance Sheets

 

F-6

Consolidated Statements of Income

 

F-7

Consolidated Statements of Comprehensive Income

 

F-8

Consolidated Statements of Shareholders’ Equity

 

F-9

Consolidated Statements of Cash Flows

 

F-10

Notes to Consolidated Financial Statements

 

F-11

 

 

 

F-1

 

MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Our management is responsible for establishing and maintaining adequate internal control over financial reporting for Universal Display Corporation and its subsidiaries (the Company). Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of Consolidated Financial Statements for external purposes in accordance with generally accepted accounting principles. Our system of internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management performed an assessment of the effectiveness of our internal control over financial reporting as of December 31, 2022 based upon criteria in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on this assessment, management determined that the Company’s internal control over financial reporting was effective as of December 31, 2022, based on the criteria in Internal Control-Integrated Framework (2013) issued by COSO.

The effectiveness of our internal control over financial reporting as of December 31, 2022, has been attested to by KPMG LLP, an independent registered public accounting firm, as stated in its report which appears on the following page.

 

Steven V. Abramson

President and Chief Executive Officer

 

Brian Millard

Vice President, Chief Financial Officer and Treasurer

 

February 23, 2023

F-2

 

Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors

Universal Display Corporation:

Opinion on Internal Control Over Financial Reporting

We have audited Universal Display Corporation and subsidiaries' (the Company) internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2022 and 2021, the related consolidated statements of income, comprehensive income, shareholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2022, and the related notes (collectively, the consolidated financial statements), and our report dated February 23, 2023 expressed an unqualified opinion on those consolidated financial statements.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ KPMG LLP

Philadelphia, Pennsylvania

February 23, 2023

F-3

 

Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors

Universal Display Corporation:

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of Universal Display Corporation and subsidiaries (the Company) as of December 31, 2022 and 2021, the related consolidated statements of income, comprehensive income, shareholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2022, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2022, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February 23, 2023 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Estimated per unit fee for long-term OLED contracts

As discussed in Notes 2 and 21 to the consolidated financial statements, the Company recognizes revenue for organic light emitting diode (OLED) sales to customers with long-term contracts (i.e., over 1 year in length) using certain estimates. Revenue is determined by estimating total contract consideration expected to be received over the term of the contract and recognized based on material units sold during the period at their estimated per unit fee. The estimated per unit fee includes fixed amounts designated in contracts with customers as license fees, as well as estimates of material units to be sold and royalties to be earned. The Company uses internal and external data to estimate material units to be sold and royalty consideration to be received over the contract terms.

We identified the assessment of the estimated per unit fee for long-term OLED contracts as a critical audit matter. The estimated per unit fee was dependent upon the estimates of total material units to be sold. Significant auditor judgment was required in evaluating the forecasted material unit sales, as changes in the estimates could significantly affect the estimated per unit fee.

F-4

 

The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls related to the critical audit matter. This included controls related to the Company’s revenue recognition process, including the Company’s review and approval of forecasted quantities of material unit sales of OLED products. We assessed the Company’s forecasting policies and procedures and the inputs used in making the estimates by considering other reasonably likely outcomes when evaluating potential management bias. Additionally, we inspected the forecast calculations for a selection of OLED contracts and compared the per-material unit prices and royalty rates used against the respective contract terms. We compared the OLED material unit sales forecast to internal operating and production budgets, and we compared the forecasted OLED material unit sales to the results of inquiries of Company personnel, publicly available market data, and analyst reports. We assessed the Company’s ability to accurately forecast OLED material unit sales by comparing recent historical forecasts to actual results and evaluating the Company’s conclusions regarding the reasons for changes in the current year’s estimates as compared to prior estimates.

/s/ KPMG LLP

We have served as the Company’s auditor since 2002.

Philadelphia, Pennsylvania

February 23, 2023

F-5

 

UNIVERSAL DISPLAY CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(in thousands, except share and per share data)

 

 

 

December 31, 2022

 

 

December 31, 2021

 

ASSETS

 

 

 

 

 

 

CURRENT ASSETS:

 

 

 

 

 

 

Cash and cash equivalents

 

$

93,430

 

 

$

311,993

 

Short-term investments

 

 

484,345

 

 

 

351,194

 

Accounts receivable

 

 

92,664

 

 

 

107,639

 

Inventory

 

 

183,220

 

 

 

134,160

 

Other current assets

 

 

45,791

 

 

 

20,948

 

Total current assets

 

 

899,450

 

 

 

925,934

 

PROPERTY AND EQUIPMENT, net of accumulated depreciation of $117,118 and $92,461

 

 

143,445

 

 

 

128,832

 

ACQUIRED TECHNOLOGY, net of accumulated amortization of $189,671 and $173,635

 

 

38,382

 

 

 

49,668

 

OTHER INTANGIBLE ASSETS, net of accumulated amortization of $8,989 and $7,565

 

 

8,247

 

 

 

9,711

 

GOODWILL

 

 

15,535

 

 

 

15,535

 

INVESTMENTS

 

 

259,861

 

 

 

168,076

 

DEFERRED INCOME TAXES

 

 

58,161

 

 

 

33,453

 

OTHER ASSETS

 

 

109,739

 

 

 

135,710

 

TOTAL ASSETS

 

$

1,532,820

 

 

$

1,466,919

 

LIABILITIES AND SHAREHOLDERS’ EQUITY

 

 

 

 

 

 

CURRENT LIABILITIES:

 

 

 

 

 

 

Accounts payable

 

$

9,519

 

 

$

14,955

 

Accrued expenses

 

 

51,002

 

 

 

45,474

 

Deferred revenue

 

 

45,599

 

 

 

120,864

 

Other current liabilities

 

 

29,577

 

 

 

6,645

 

Total current liabilities

 

 

135,697

 

 

 

187,938

 

DEFERRED REVENUE

 

 

18,279

 

 

 

36,217

 

RETIREMENT PLAN BENEFIT LIABILITY

 

 

59,790

 

 

 

66,773

 

OTHER LIABILITIES

 

 

43,685

 

 

 

76,077

 

Total liabilities

 

 

257,451

 

 

 

367,005

 

COMMITMENTS AND CONTINGENCIES (Note 18)

 

 

 

 

 

 

SHAREHOLDERS’ EQUITY:

 

 

 

 

 

 

Preferred Stock, par value $0.01 per share, 5,000,000 shares authorized, 200,000 
   shares of Series A Nonconvertible Preferred Stock issued and outstanding
   (liquidation value of $7.50 per share or $1,500)

 

 

2

 

 

 

2

 

Common Stock, par value $0.01 per share, 200,000,000 shares authorized, 49,136,030
   and 49,065,924 shares issued, and 47,770,382 and 47,700,276 shares outstanding at
   December 31, 2022 and December 31, 2021, respectively

 

 

491

 

 

 

491

 

Additional paid-in capital

 

 

681,335

 

 

 

658,728

 

Retained earnings

 

 

653,277

 

 

 

500,212

 

Accumulated other comprehensive loss

 

 

(18,452

)

 

 

(18,235

)

Treasury stock, at cost (1,365,648 shares at December 31, 2022 and December 31, 2021)

 

 

(41,284

)

 

 

(41,284

)

Total shareholders’ equity

 

 

1,275,369

 

 

 

1,099,914

 

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY

 

$

1,532,820

 

 

$

1,466,919

 

 

The accompanying notes are an integral part of these Consolidated Financial Statements.

F-6

 

UNIVERSAL DISPLAY CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(in thousands, except share and per share data)

 

 

 

Year Ended December 31,

 

 

 

2022

 

 

2021

 

 

2020

 

REVENUE:

 

 

 

 

 

 

 

 

 

Material sales

 

$

331,081

 

 

$

318,623

 

 

$

229,749

 

Royalty and license fees

 

 

267,115

 

 

 

219,032

 

 

 

185,054

 

Contract research services

 

 

18,423

 

 

 

15,870

 

 

 

14,064

 

Total revenue

 

 

616,619

 

 

 

553,525

 

 

 

428,867

 

COST OF SALES

 

 

127,896

 

 

 

114,991

 

 

 

85,478

 

Gross margin

 

 

488,723

 

 

 

438,534

 

 

 

343,389

 

OPERATING EXPENSES:

 

 

 

 

 

 

 

 

 

Research and development

 

 

117,062

 

 

 

99,673

 

 

 

83,894

 

Selling, general and administrative

 

 

77,886

 

 

 

80,372

 

 

 

61,346

 

Amortization of acquired technology and other intangible assets

 

 

17,459

 

 

 

21,994

 

 

 

21,969

 

Patent costs

 

 

8,329

 

 

 

8,160

 

 

 

7,529

 

Royalty and license expense

 

 

877

 

 

 

691

 

 

 

11,125

 

Total operating expenses

 

 

221,613

 

 

 

210,890

 

 

 

185,863

 

OPERATING INCOME

 

 

267,110

 

 

 

227,644

 

 

 

157,526

 

Interest income, net

 

 

7,811

 

 

 

505

 

 

 

5,139

 

Other (loss) income, net

 

 

(6,691

)

 

 

98

 

 

 

864

 

Interest and other income, net

 

 

1,120

 

 

 

603

 

 

 

6,003

 

INCOME BEFORE INCOME TAXES

 

 

268,230

 

 

 

228,247

 

 

 

163,529

 

INCOME TAX EXPENSE

 

 

(58,169

)

 

 

(44,034

)

 

 

(30,157

)

NET INCOME

 

$

210,061

 

 

$

184,213

 

 

$

133,372

 

NET INCOME PER COMMON SHARE:

 

 

 

 

 

 

 

 

 

BASIC

 

$

4.41

 

 

$

3.87

 

 

$

2.80

 

DILUTED

 

$

4.40

 

 

$

3.87

 

 

$

2.80

 

WEIGHTED AVERAGE SHARES USED IN COMPUTING NET
   INCOME PER COMMON SHARE:

 

 

 

 

 

 

 

 

 

BASIC

 

 

47,390,352

 

 

 

47,296,447

 

 

 

47,198,982

 

DILUTED

 

 

47,468,507

 

 

 

47,365,435

 

 

 

47,236,994

 

CASH DIVIDEND DECLARED PER COMMON SHARE

 

$

1.20

 

 

$

0.80

 

 

$

0.60

 

 

The accompanying notes are an integral part of these Consolidated Financial Statements.

F-7

 

UNIVERSAL DISPLAY CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(in thousands)

 

 

 

Year Ended December 31,

 

 

 

2022

 

 

2021

 

 

2020

 

NET INCOME

 

$

210,061

 

 

$

184,213

 

 

$

133,372

 

OTHER COMPREHENSIVE (LOSS) INCOME, NET OF TAX:

 

 

 

 

 

 

 

 

 

Unrealized loss on available-for-sale securities, net of tax
   of none, $65 and $28, respectively

 

 

(7,745

)

 

 

(233

)

 

 

(100

)

Employee benefit plan:

 

 

 

 

 

 

 

 

 

Actuarial gain (loss) on retirement plan, net of tax of ($1,667), ($1,336)
   and $3,569, respectively

 

 

5,971

 

 

 

13,620

 

 

 

(21,464

)

Plan amendment cost, net of tax of none, $79 and none, respectively

 

 

—

 

 

 

(283

)

 

 

—

 

Amortization of prior service cost and actuarial loss for
   retirement plan included in net periodic pension costs,
   net of tax of ($569), ($1,316) and ($723), respectively

 

 

2,037

 

 

 

4,719

 

 

 

2,556

 

Net change in employee benefit plan

 

 

8,008

 

 

 

18,056

 

 

 

(18,908

)

Change in cumulative foreign currency translation adjustment

 

 

(480

)

 

 

(39

)

 

 

(14

)

TOTAL OTHER COMPREHENSIVE (LOSS) INCOME

 

 

(217

)

 

 

17,784

 

 

 

(19,022

)

COMPREHENSIVE INCOME

 

$

209,844

 

 

$

201,997

 

 

$

114,350

 

 

The accompanying notes are an integral part of these Consolidated Financial Statements.

F-8

 

UNIVERSAL DISPLAY CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(in thousands, except for share data)

 

 

 

Series A
Nonconvertible

 

 

 

 

 

 

 

 

Additional

 

 

 

 

 

Accumulated
Other

 

 

 

 

 

 

 

 

Total

 

 

 

Preferred Stock

 

 

Common Stock

 

 

Paid-in

 

 

Retained

 

 

Comprehensive

 

 

Treasury Stock

 

 

Shareholders’

 

 

 

Shares

 

 

Amount

 

 

Shares

 

 

Amount

 

 

Capital

 

 

Earnings

 

 

Loss

 

 

Shares

 

 

Amount

 

 

Equity

 

BALANCE, DECEMBER 31, 2019

 

 

200,000

 

 

$

2

 

 

 

48,852,193

 

 

$

489

 

 

$

620,236

 

 

$

249,003

 

 

$

(16,997

)

 

 

1,365,648

 

 

$

(41,284

)

 

$

811,449

 

Net income

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

133,372

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

133,372

 

Other comprehensive loss

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

(19,022

)

 

 

—

 

 

 

—

 

 

 

(19,022

)

Cash dividend

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

(28,445

)

 

 

—

 

 

 

—

 

 

 

—

 

 

 

(28,445

)

Issuance of common stock to employees

 

 

—

 

 

 

—

 

 

 

240,414

 

 

 

2

 

 

 

26,282

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

26,284

 

Shares withheld for employee taxes

 

 

—

 

 

 

—

 

 

 

(99,319

)

 

 

(1

)

 

 

(14,393

)

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

(14,394

)

Issuance of common stock to Board of
    Directors and Scientific Advisory Board

 

 

—

 

 

 

—

 

 

 

10,520

 

 

 

—

 

 

 

1,947

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

1,947

 

Issuance of common stock to employees
   under an ESPP

 

 

—

 

 

 

—

 

 

 

9,668

 

 

 

—

 

 

 

1,523

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

1,523

 

BALANCE, DECEMBER 31, 2020

 

 

200,000

 

 

 

2

 

 

 

49,013,476

 

 

 

490

 

 

 

635,595

 

 

 

353,930

 

 

 

(36,019

)

 

 

1,365,648

 

 

 

(41,284

)

 

 

912,714

 

Net income

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

184,213

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

184,213

 

Other comprehensive income

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

17,784

 

 

 

—

 

 

 

—

 

 

 

17,784

 

Cash dividend

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

(37,931

)

 

 

—

 

 

 

—

 

 

 

—

 

 

 

(37,931

)

Issuance of common stock to employees

 

 

—

 

 

 

—

 

 

 

63,969

 

 

 

1

 

 

 

34,471

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

34,472

 

Shares withheld for employee taxes

 

 

—

 

 

 

—

 

 

 

(29,179

)

 

 

—

 

 

 

(14,949

)

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

(14,949

)

Issuance of common stock to Board of
   Directors and Scientific Advisory Board

 

 

—

 

 

 

—

 

 

 

8,502

 

 

 

—

 

 

 

1,704

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

1,704

 

Issuance of common stock to employees
   under an ESPP

 

 

—

 

 

 

—

 

 

 

9,156

 

 

 

—

 

 

 

1,907

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

1,907

 

BALANCE, DECEMBER 31, 2021

 

 

200,000

 

 

 

2

 

 

 

49,065,924

 

 

 

491

 

 

 

658,728

 

 

 

500,212

 

 

 

(18,235

)

 

 

1,365,648

 

 

 

(41,284

)

 

 

1,099,914

 

Net income

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

210,061

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

210,061

 

Other comprehensive loss

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

(217

)

 

 

—

 

 

 

—

 

 

 

(217

)

Cash dividend

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

(56,996

)

 

 

—

 

 

 

—

 

 

 

—

 

 

 

(56,996

)

Issuance of common stock to employees

 

 

—

 

 

 

—

 

 

 

72,769

 

 

 

—

 

 

 

27,907

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

27,907

 

Shares withheld for employee taxes

 

 

—

 

 

 

—

 

 

 

(31,938

)

 

 

—

 

 

 

(9,209

)

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

(9,209

)

Issuance of common stock to Board of
   Directors and Scientific Advisory Board

 

 

—

 

 

 

—

 

 

 

12,218

 

 

 

—

 

 

 

1,866

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

1,866

 

Issuance of common stock to employees
   under an ESPP

 

 

—

 

 

 

—

 

 

 

17,057

 

 

 

—

 

 

 

2,043

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

2,043

 

BALANCE, DECEMBER 31, 2022

 

 

200,000

 

 

$

2

 

 

 

49,136,030

 

 

$

491

 

 

$

681,335

 

 

$

653,277

 

 

$

(18,452

)

 

 

1,365,648

 

 

$

(41,284

)

 

$

1,275,369

 

 

The accompanying notes are an integral part of these Consolidated Financial Statements.

F-9

 

UNIVERSAL DISPLAY CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

 

 

 

Year Ended December 31,

 

 

 

2022

 

 

2021

 

 

2020

 

CASH FLOWS FROM OPERATING ACTIVITIES:

 

 

 

 

 

 

 

 

 

Net income

 

$

210,061

 

 

$

184,213

 

 

$

133,372

 

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

 

 

 

 

 

 

Depreciation

 

 

24,815

 

 

 

19,968

 

 

 

15,217

 

Amortization of intangibles

 

 

17,459

 

 

 

21,994

 

 

 

21,969

 

Amortization of premium and discount on investments, net

 

 

(6,461

)

 

 

(373

)

 

 

(4,960

)

Impairment of minority investments

 

 

6,962

 

 

 

—

 

 

 

—

 

Stock-based compensation to employees

 

 

28,380

 

 

 

34,871

 

 

 

26,631

 

Stock-based compensation to Board of Directors and Scientific Advisory Board

 

 

1,566

 

 

 

1,404

 

 

 

1,647

 

Deferred income tax (benefit) expense

 

 

(26,946

)

 

 

1,748

 

 

 

(4,446

)

Retirement plan expense

 

 

5,276

 

 

 

8,875

 

 

 

5,656

 

Decrease (increase) in assets:

 

 

 

 

 

 

 

 

 

Accounts receivable

 

 

14,975

 

 

 

(25,378

)

 

 

(21,809

)

Inventory

 

 

(49,060

)

 

 

(42,569

)

 

 

(27,638

)

Other current assets

 

 

(24,843

)

 

 

(202

)

 

 

1,200

 

Other assets

 

 

25,971

 

 

 

(32,369

)

 

 

(17,251

)

Increase (decrease) in liabilities:

 

 

 

 

 

 

 

 

 

Accounts payable and accrued expenses

 

 

3,338

 

 

 

1,902

 

 

 

(8,305

)

Other current liabilities

 

 

20,917

 

 

 

2,105

 

 

 

2,683

 

Deferred revenue

 

 

(93,203

)

 

 

(5,220

)

 

 

17,439

 

Other liabilities

 

 

(32,392

)

 

 

20,136

 

 

 

7,387

 

Net cash provided by operating activities

 

 

126,815

 

 

 

191,105

 

 

 

148,792

 

CASH FLOWS FROM INVESTING ACTIVITIES:

 

 

 

 

 

 

 

 

 

Purchases of property and equipment

 

 

(42,497

)

 

 

(43,161

)

 

 

(27,991

)

Purchase of intangibles

 

 

(4,709

)

 

 

(394

)

 

 

(60

)

Purchases of investments

 

 

(701,993

)

 

 

(642,180

)

 

 

(604,153

)

Proceeds from sale and maturity of investments

 

 

468,456

 

 

 

227,984

 

 

 

1,023,460

 

Net cash (used in) provided by investing activities

 

 

(280,743

)

 

 

(457,751

)

 

 

391,256

 

CASH FLOWS FROM FINANCING ACTIVITIES:

 

 

 

 

 

 

 

 

 

Proceeds from issuance of common stock

 

 

1,570

 

 

 

1,507

 

 

 

1,176

 

Payment of withholding taxes related to stock-based compensation to employees

 

 

(9,209

)

 

 

(14,949

)

 

 

(14,394

)

Cash dividends paid

 

 

(56,996

)

 

 

(37,931

)

 

 

(28,445

)

Net cash used in financing activities

 

 

(64,635

)

 

 

(51,373

)

 

 

(41,663

)

(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS

 

 

(218,563

)

 

 

(318,019

)

 

 

498,385

 

CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR

 

 

311,993

 

 

 

630,012

 

 

 

131,627

 

CASH AND CASH EQUIVALENTS, END OF YEAR

 

$

93,430

 

 

$

311,993

 

 

$

630,012

 

The following non-cash activities occurred:

 

 

 

 

 

 

 

 

 

Unrealized loss on available-for-sale securities

 

$

(8,100

)

 

$

(295

)

 

$

(118

)

Common stock issued to Board of Directors and Scientific Advisory Board
   that was earned and accrued for in a previous period

 

 

300

 

 

 

300

 

 

 

300

 

Net change in accounts payable and accrued expenses related to purchases
   of property and equipment

 

 

3,069

 

 

 

(3,526

)

 

 

(1,468

)

Cash paid for income tax

 

 

72,347

 

 

 

52,650

 

 

 

36,269

 

 

The accompanying notes are an integral part of these Consolidated Financial Statements.

F-10

 

UNIVERSAL DISPLAY CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.
BUSINESS:

Universal Display Corporation and its subsidiaries (the Company) is a leader in the research, development and commercialization of organic light emitting diode (OLED) technologies and materials for use in display and solid-state lighting applications. OLEDs are thin, lightweight and power-efficient solid-state devices that emit light and can be manufactured on both flexible and rigid substrates, making them highly suitable for use in full-color displays and as lighting products. OLED displays are capturing a growing share of the display market, especially in the mobile phone, television, monitor, wearable, tablet, notebook and personal computer, augmented reality (AR), virtual reality (VR) and automotive markets. The Company believes this is because OLEDs offer potential advantages over competing display technologies with respect to power efficiency, contrast ratio, viewing angle, video response time, form factor and manufacturing cost. The Company also believes that OLED lighting products have the potential to replace many existing light sources in the future because of their high-power efficiency, excellent color rendering index, low operating temperature and novel form factor. The Company’s technology leadership, intellectual property position, and more than 20 years of experience working closely with leading OLED display manufacturers are some of the competitive advantages that should enable the Company to continue to share in the revenues from OLED displays and lighting products as they gain wider acceptance.

The Company’s primary business strategy is to (1) develop new OLED materials and sell existing and new materials to product manufacturers of products for display applications, such as mobile phones, televisions, monitors, wearables, tablets, portable media devices, notebook computers, personal computers and automotive applications, and specialty and general lighting products; and (2) further develop and either license or otherwise commercialize the Company’s proprietary OLED material, device design and manufacturing technologies to those manufacturers. The Company has established a significant portfolio of proprietary OLED technologies and materials, primarily through internal research and development efforts and acquisitions of patents and patent applications, as well as maintaining long-standing, and establishing new relationships with world-class universities, research institutions and strategic manufacturing partnerships. The Company currently owns, exclusively licenses or has the sole right to sublicense more than 5,500 patents issued and pending worldwide.

The Company manufactures and sells its proprietary OLED materials to customers for evaluation and use in commercial OLED products. The Company also enters into agreements with manufacturers of OLED display and lighting products under which it grants them licenses to practice under the Company’s patents and to use the Company's proprietary know-how. At the same time, the Company works with these and other companies that are evaluating the Company's OLED material, device design and manufacturing technologies for possible use in commercial OLED display and lighting products.

2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

Principles of Consolidation

The Consolidated Financial Statements include the accounts of Universal Display Corporation and its wholly owned subsidiaries, UDC, Inc., UDC Ireland Limited (UDC Ireland), Universal Display Corporation Hong Kong, Limited, Universal Display Corporation Korea, Y.H. (UDC Korea), Universal Display Corporation Japan GK, Universal Display Corporation China, Ltd., Adesis, Inc. (Adesis), UDC Ventures LLC, OVJP Corporation (OVJP Corp) and OLED Material Manufacturing Limited (OMM). All intercompany transactions and accounts have been eliminated.

Reclassification of Prior Year Presentation

Certain prior year amounts have been reclassified to conform to the current year presentation.

Management’s Use of Estimates

The preparation of financial statements in conformity with U.S. generally accepted accounting principles (GAAP) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The estimates made are principally in the areas of revenue recognition including estimates of material unit sales and royalties, the useful life of acquired intangibles, lease liabilities, right-of-use assets, the use and recoverability of inventories, intangibles, investments and income taxes including realization of deferred tax assets, stock-based compensation and retirement benefit plan liabilities. Actual results could differ from those estimates.

Cash and Cash Equivalents

F-11

 

The Company considers all highly liquid debt instruments purchased with an original maturity (maturity at the purchase date) of three months or less to be cash equivalents. The Company classifies its remaining investments as available-for-sale. These securities are carried at fair market value, with unrealized gains and losses reported in shareholders’ equity. Gains or losses on securities sold are based on the specific identification method.

Trade Accounts Receivable

Trade accounts receivable are stated at the amount the Company expects to collect and do not bear interest. The Company considers the following factors when determining the collectability of specific customer accounts: customer credit-worthiness, past transaction history with the customer, current economic industry trends, and changes in customer payment terms. The Company’s accounts receivable balance is a result of chemical sales, royalties and license fees. These receivables have historically been paid timely. Due to the nature of the accounts receivable balance, the Company believes there is no significant collection risk. If the financial condition of the Company’s customers were to deteriorate, adversely affecting their ability to make payments, allowances for credit losses would be required. The allowance for credit losses was $279,000 at both December 31, 2022 and 2021.

Inventories

Inventories consist of raw materials, work-in-process and finished goods, and are stated at the lower of cost, determined on a first-in, first-out basis, or net realizable value. Inventory valuation and firm committed purchase order assessments are performed on a quarterly basis and those items that are identified to be obsolete or in excess of forecasted usage are written down to their estimated realizable value. Estimates of realizable value are based upon management’s analyses and assumptions, including, but not limited to, forecasted sales levels by product, expected product lifecycle, product development plans and future demand requirements. A 12-month rolling forecast based on factors, including, but not limited to, production cycles, anticipated product orders, marketing forecasts, backlog, and shipment activities is used in the inventory analysis. If market conditions are less favorable than forecasts or actual demand from customers is lower than estimates, additional inventory write-downs may be required. If demand is higher than expected, inventories that had previously been written down may be sold.

Property and Equipment

Property and equipment are stated at cost and depreciated on a straight-line basis over the estimated useful life of 30 years for buildings, 15 years for building improvements, and three to seven years for office and lab equipment and furniture and fixtures. Repair and maintenance costs are charged to expense as incurred. Additions and betterments are capitalized.

Major renewals and improvements are capitalized and minor replacements, maintenance, and repairs are charged to current operations as incurred. Upon retirement or disposal of assets, the cost and related accumulated depreciation are removed from the Consolidated Balance Sheets and any gain or loss is reflected in other operating expenses.

Certain costs of computer software obtained for internal use are capitalized and amortized on a straight-line basis over three years. Costs for maintenance and training, as well as the cost of software that does not add functionality to an existing system, are expensed as incurred.

Impairment of Long-Lived Assets

Company management continually evaluates whether events or changes in circumstances might indicate that the remaining estimated useful life of long-lived assets may warrant revision, or that the remaining balance may not be recoverable. When factors indicate that long-lived assets should be evaluated for possible impairment, the Company uses an estimate of the related undiscounted cash flows in measuring whether the long-lived asset should be written down to fair value. Measurement of the amount of impairment would be based on generally accepted valuation methodologies, as deemed appropriate. As of December 31, 2022, Company management believed that no revision to the remaining useful lives or write-down of the Company’s long-lived assets was required, and similarly, no such revisions were required for the years ended December 31, 2021 or 2020.

Goodwill and Purchased Intangible Assets

Goodwill is tested for impairment in the fourth fiscal quarter and, when specific circumstances dictate, between annual tests. Company management first assesses qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether a quantitative goodwill impairment test is necessary. If it is concluded it is more likely than not that the fair value of a reporting unit exceeds its carrying amount, then a quantitative impairment assessment is not necessary. If it is determined that goodwill has been impaired, then its carrying value is written down to fair value. The goodwill impairment test involves a two-step process. The first step, identifying a potential impairment, compares the fair value of

F-12

 

a reporting unit with its carrying amount, including goodwill. If the carrying value of the reporting unit exceeds its fair value, the second step would need to be conducted; otherwise, no further steps are necessary as no potential impairment exists. If necessary, the second step to measure the impairment loss would be to compare the implied fair value of the reporting unit goodwill with the carrying amount of that goodwill. Any excess of the reporting unit goodwill carrying value over the respective implied fair value is recognized as an impairment loss. The Company performed its annual impairment assessment as of December 31, 2022 utilizing a qualitative evaluation and concluded that it was more likely than not that the fair value of Adesis is greater than its carrying value. Future impairment tests will continue to be performed annually in the fiscal fourth quarter, or sooner if a triggering event occurs. As of December 31, 2022, no indications of impairment existed.

Purchased intangible assets with finite lives are carried at cost, less accumulated amortization. Amortization is computed over the estimated useful lives of the respective assets.

Fair Value of Financial Instruments

The carrying values of accounts receivable, other current assets, accounts payable and other current liabilities approximate fair value in the accompanying Consolidated Financial Statements due to the short-term nature of those instruments. The Company’s other financial instruments, which include cash equivalents, investments, retirement plan benefit liability and other liabilities are carried at fair value.

Fair Value Measurements

Fair value is defined as an exit price, representing the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants based on the highest and best use of the asset or liability. The Company uses valuation techniques to measure fair value that maximize the use of observable inputs and minimize the use of unobservable inputs. Observable inputs are inputs that market participants would use in pricing the asset or liability and are based on market data obtained from sources independent of the Company. Unobservable inputs reflect assumptions market participants would use in pricing the asset or liability based on the best information available in the circumstances.

Minority Equity Investments

The Company accounts for minority equity investments in companies that are not accounted for under the equity method as equity securities without readily determinable fair values. The fair value of these securities is based on original cost less impairments, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or similar investment of the same issuer. Under this method, the share of income or loss of such companies is not included in the Consolidated Statements of Income. The carrying value of these investments is included in investments on the Consolidated Balance Sheets.

The Company’s policy is to recognize an impairment in the value of its minority equity investments when clear evidence of an impairment exists. Factors considered in the assessment include a significant adverse change in the regulatory, economic, or technological environment, the completion of new equity financing that may indicate a decrease in value, the failure to complete new equity financing arrangements after seeking to raise additional funds, or the commencement of proceedings under which the assets of the business may be placed in receivership or liquidated to satisfy the claims of debt and equity stakeholders. The impairment in the value of minority equity investments is included in the other (loss) income, net line item on the Consolidated Statements of Income.

Leases

The Company is a lessee in operating leases primarily incurred to facilitate manufacturing, research and development, and selling, general and administrative activities. At contract inception, the Company determines if an arrangement is or contains a lease, and if so recognizes a right-of-use asset and lease liability at the lease commencement date. For operating leases, the lease liability is measured at the present value of the unpaid lease payments at the lease commencement date, whereas for finance leases, the lease liability is initially measured at the present value of the unpaid lease payments and subsequently measured at amortized cost using the interest method. Operating lease right-of-use assets are included in other assets on the Consolidated Balance Sheets. The short-term portion of operating lease liabilities is included in other current liabilities on the Consolidated Balance Sheets and the long-term portion is included in other liabilities on the Consolidated Balance Sheets. As of December 31, 2022, the Company had no leases that qualified as financing arrangements.

Key estimates and judgments include how the Company determines the discount rate used to discount the unpaid lease payments to present value and the lease term. The Company monitors for events or changes in circumstances that could potentially require recognizing an impairment loss.

F-13

 

Revenue Recognition and Deferred Revenue

Material sales relate to the Company’s sale of its OLED materials for incorporation into its customers’ commercial OLED products or for their OLED development and evaluation activities. Revenue associated with material sales is generally recognized at the time title passes, which is typically at the time of shipment or at the time of delivery, depending upon the contractual agreement between the parties. Revenue may be recognized after control of the material passes in the event the transaction price includes variable consideration. For example, a customer may be provided an extended opportunity to stock materials prior to use in mass production and given a general right of return not conditioned on breaches of warranties associated with the specific product. In such circumstances, revenue will be recognized at the earlier of the expiration of the customer’s general right of return or once it becomes unlikely that the customer will exercise its right of return.

The rights and benefits to the Company’s OLED technologies are conveyed to the customer through technology license agreements and material supply agreements. The Company believes that the licenses and materials sold under these combined agreements are not distinct from each other for financial reporting purposes and as such, they are accounted for as a single performance obligation. Accordingly, total contract consideration is estimated and recognized over the contract term based on material units sold at the estimated per unit fee over the life of the contract. Total contract consideration is allocated to material sales and royalty and licensing fees on the Consolidated Statements of Income based on contract pricing.

Various estimates are relied upon to recognize revenue. The Company estimates total material units to be purchased by its customers over the contract term based on historical trends, industry estimates and its forecast process. Management uses the expected value method to estimate the material per unit fee. Additionally, management estimates the sales-based portion of royalty revenue based on the estimated net sales revenue of its customers over the contract term.

Contract research services revenue is revenue earned by Adesis by providing chemical materials synthesis research, development and commercialization for non-OLED applications on a contractual basis. These services range from intermediates for structure-activity relationship studies, reference agents and building blocks for combinatorial synthesis, re-synthesis of key intermediates, specialty organic chemistry needs, and selective toll manufacturing. These services are provided to third-party pharmaceutical and life sciences firms and other technology firms at fixed costs or predetermined rates on a contract basis. Revenue is recognized as services are performed with billing schedules and payment terms negotiated on a contract-by-contract basis. Payments received in excess of revenue recognized are recorded as deferred revenue. In other cases, services may be provided and revenue is recognized before the customer is invoiced. In these cases, revenue recognized will exceed amounts billed and the difference, representing amounts which are currently unbillable to the customer pursuant to contractual terms, is recorded as an unbilled receivable.

Technology development and support revenue is revenue earned from development and technology evaluation agreements and commercialization assistance fees. Technology development and support revenue is included in contract research services on the Consolidated Statements of Income.

On December 2, 2022, the Company entered into a commercial patent license agreement with Samsung Display Co., Ltd. (SDC), replacing a previous license agreement that had been in place since 2018. This agreement, which covers the manufacture and sale of specified OLED display materials, was effective as of January 1, 2023 and lasts through the end of 2027 with an additional two-year extension option for SDC. Under this agreement, the Company is being paid a license fee, which includes quarterly and annual payments over the agreement term of five years. The agreement conveys to SDC the non-exclusive right to use certain of the Company's intellectual property assets for a limited period of time that is less than the estimated life of the assets.

At the same time the Company entered into the current commercial license agreement with SDC, the Company also entered into a new supplemental material purchase agreement with SDC, which lasts for the same term as the license agreement and is subject to the same extension option. This new material purchase agreement replaced a previous purchase agreement that had been in place since 2018. Under the supplemental material purchase agreement, SDC agrees to purchase red and green phosphorescent emitter materials from the Company for use in the manufacture of licensed products. This amount purchased is subject to SDC’s requirements for phosphorescent emitter materials and the Company’s ability to meet these requirements over the term of the supplemental agreement.

In 2015, the Company entered into an OLED patent license agreement and an OLED commercial supply agreement with LG Display Co., Ltd. (LG Display), which were effective as of January 1, 2015. The terms of these agreements were extended by a January 1, 2021 amendment through the end of 2025. The patent license agreement provides LG Display a non-exclusive, royalty bearing portfolio license to make and sell OLED displays under the Company's patent portfolio. The patent license calls for license fees, prepaid royalties and running royalties on licensed products. The OLED commercial supply agreement provides for the sale of materials for use by LG Display, which may include phosphorescent emitters and host materials. The agreements provide for certain other minimum obligations relating to the volume of material sales anticipated over the lives of the agreements as well as minimum royalty revenue.

F-14

 

In 2016, the Company entered into long-term, multi-year OLED patent license and material purchase agreements with Tianma Micro-electronics Co., Ltd. (Tianma). Under the license agreement, the Company has granted Tianma non-exclusive license rights under various patents owned or controlled by the Company to manufacture and sell OLED display products. The license agreement calls for license fees and running royalties on licensed products. Additionally, the Company supplies phosphorescent OLED materials to Tianma for use in its licensed products. In 2021, the parties extended the terms of both the patent license and material purchase agreements for an additional multi-year-term.

In 2017, the Company entered into long-term, multi-year agreements with BOE Technology Group Co., Ltd. (BOE). Under these agreements, the Company has granted BOE non-exclusive license rights under various patents owned or controlled by the Company to manufacture and sell OLED display products. The Company supplies phosphorescent OLED materials to BOE for use in its licensed products.

In 2018, the Company entered into long-term, multi-year OLED patent license and material purchase agreements with Visionox Technology, Inc. (Visionox). Under the license agreement, the Company granted certain of Visionox’s affiliates non-exclusive license rights under various patents owned or controlled by the Company to manufacture and sell OLED display products. The license agreement calls for license fees and running royalties on licensed products. Additionally, the Company supplies phosphorescent OLED materials to Visionox for use in its licensed products. In 2021, the Company announced that it had extended the Visionox agreement by entering into new five-year OLED material supply and license agreements with a new affiliate of Visionox, Visionox Hefei Technology Co. Ltd.

In 2019, the Company entered into an evaluation and commercial supply relationship with Wuhan China Star Optoelectronics Semiconductor Display Technology Co., Ltd. (CSOT). In 2020, the Company entered into long-term, multi-year agreements with CSOT. Under these agreements, the Company has granted CSOT non-exclusive license rights under various patents owned or controlled by the Company to manufacture and sell OLED display products. The Company also supplies phosphorescent OLED materials to CSOT for use in its licensed products.

All material sales transactions that are not variable consideration transactions are billed and due within 90 days and substantially all are transacted in U.S. dollars.

Cost of Sales

Cost of sales consists of labor and material costs associated with the production of materials processed at the Company's manufacturing partner's, and at the Company's internal, manufacturing processing facilities. The Company’s portion of cost of sales also includes depreciation of manufacturing equipment, as well as manufacturing overhead costs and inventory adjustments for excess and obsolete inventory.

Research and Development

Expenditures for research and development are charged to operations as incurred.

Patent Costs

Costs associated with patent applications, patent prosecution, patent defense and the maintenance of patents are charged to expense as incurred. Costs to successfully defend a challenge to a patent are capitalized to the extent of an evident increase in the value of the patent. Costs that relate to an unsuccessful outcome are charged to expense.

Amortization of Acquired Technology

Amortization costs primarily relate to technology acquired from BASF and Fujifilm. These acquisitions were completed in the years ended December 31, 2016 and 2012, respectively. Acquisition costs are being amortized over a period of 10 years for the BASF patents. The Fujifilm acquired technology was fully amortized over a period of 10 years that ended in July 2022.

Amortization of Other Intangible Assets

Other intangible assets from the Adesis acquisition are being amortized over a period of 10 to 15 years. See Note 7 for further discussion.

F-15

 

Translation of Foreign Currency Financial Statements and Foreign Currency Transactions

The Company’s reporting currency is the U.S. dollar. The functional currency for the UDC Ireland and UDC Korea subsidiaries are also the U.S. dollar and the functional currency for the OMM subsidiary and each of the Company's other Asia-Pacific foreign subsidiaries is its local currency. The Company translates the amounts included in the Consolidated Statements of Income from OMM and its Asia-Pacific foreign subsidiaries into U.S. dollars at weighted-average exchange rates, which the Company believes are representative of the actual exchange rates on the dates of the transactions. The Company's OMM subsidiary and each of the Company's other Asia-Pacific foreign subsidiaries' assets and liabilities are translated into U.S. dollars from the local currency at the actual exchange rates as of the end of each reporting date, and the Company records the resulting foreign exchange translation adjustments in the Consolidated Balance Sheets as a component of accumulated other comprehensive loss. The overall effect of the translation of foreign currency and foreign currency transactions to date has been insignificant.

Income Taxes

Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount of which the likelihood of realization is greater than 50%. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company records interest and penalties, if any, related to unrecognized tax benefits as a component of tax expense.

Share-Based Payment Awards

The Company recognizes in the Consolidated Statements of Income the grant-date fair value of equity-based awards such as shares issued under employee stock purchase plans, restricted stock awards, restricted stock units and performance unit awards issued to employees and directors.

The grant-date fair value of stock awards is based on the closing price of the stock on the date of grant. The fair value of share-based awards is recognized as compensation expense on a straight-line basis over the requisite service period, net of forfeitures. The Company issues new shares upon the respective grant, exercise or vesting of the share-based payment awards, as applicable.

Performance unit awards are subject to either a performance-based or market-based vesting requirement. For performance-based vesting, the grant-date fair value of the award, based on fair value of the Company's common stock, is recognized over the service period based on an assessment of the likelihood that the applicable performance goals will be achieved, and compensation expense is periodically adjusted based on actual and expected performance. Compensation expense for performance unit awards with market-based vesting is calculated based on the estimated fair value as of the grant date utilizing a Monte Carlo simulation model and is recognized over the service period on a straight-line basis.

Recent Accounting Pronouncements

Accounting Standards Issued But Not Yet Adopted

In September 2022, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2022-04, Liabilities—Supplier Finance Programs (Subtopic 450-50): Disclosure of Supplier Finance Program Obligations, which require disclosures about a buyer's supplier finance program. The adoption of ASU 2022-04, beginning on January 1, 2023, will not have a significant impact on the Consolidated Financial Statements and related disclosures.

In June 2022, the FASB issued ASU No. 2022-03, Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions. Under this standard, a contractual restriction on the sale of an equity security is not considered in measuring the security's fair value. The standard also requires certain disclosures for equity securities that are subject to contractual restrictions. ASU 2022-03 becomes effective January 1, 2024, and the Company is evaluating the potential impact of this standard on its investments.

3.
CASH, CASH EQUIVALENTS AND INVESTMENTS:

The Company’s portfolio of marketable fixed income securities consists of term bank certificates of deposit, U.S. Government bonds and corporate bonds. The Company considers all highly liquid debt instruments purchased with an original maturity (maturity at the purchase date) of three months or less to be cash equivalents. The Company classifies its remaining debt security investments as

F-16

 

available-for-sale. These debt securities are carried at fair market value, with unrealized gains and losses reported in shareholders’ equity. Gains or losses on securities sold are based on the specific identification method.

Cash and Cash Equivalents

The following table provides details regarding the Company’s portfolio of cash and cash equivalents (in thousands):

 

 

 

Amortized

 

 

Unrealized

 

 

Aggregate Fair

 

Cash and Cash Equivalents Classification

 

Cost

 

 

Gains

 

 

(Losses)

 

 

Market Value

 

December 31, 2022

 

 

 

 

 

 

 

 

 

 

 

 

Cash accounts in banking institutions

 

$

86,268

 

 

$

—

 

 

$

—

 

 

$

86,268

 

Money market accounts

 

 

7,162

 

 

 

—

 

 

 

—

 

 

 

7,162

 

 

 

$

93,430

 

 

$

—

 

 

$

—

 

 

$

93,430

 

December 31, 2021

 

 

 

 

 

 

 

 

 

 

 

 

Cash accounts in banking institutions

 

$

256,878

 

 

$

—

 

 

$

—

 

 

$

256,878

 

Money market accounts

 

 

55,115

 

 

 

—

 

 

 

—

 

 

 

55,115

 

 

 

$

311,993

 

 

$

—

 

 

$

—

 

 

$

311,993

 

Short-term Investments

The following table provides details regarding the Company’s portfolio of short-term investments (in thousands):

 

 

 

Amortized

 

 

Unrealized

 

 

Aggregate Fair

 

Short-term Investments Classification

 

Cost

 

 

Gains

 

 

(Losses)

 

 

Market Value

 

December 31, 2022

 

 

 

 

 

 

 

 

 

 

 

 

Corporate bonds

 

 

150,698

 

 

 

—

 

 

 

(910

)

 

 

149,788

 

U.S. Government bonds

 

 

339,472

 

 

 

32

 

 

 

(4,947

)

 

 

334,557

 

 

 

$

490,170

 

 

$

32

 

 

$

(5,857

)

 

$

484,345

 

December 31, 2021

 

 

 

 

 

 

 

 

 

 

 

 

Certificates of deposit

 

$

240

 

 

$

—

 

 

$

—

 

 

$

240

 

Corporate bonds

 

 

226,448

 

 

 

3

 

 

 

(97

)

 

 

226,354

 

U.S. Government bonds

 

 

124,611

 

 

 

—

 

 

 

(11

)

 

 

124,600

 

 

 

$

351,299

 

 

$

3

 

 

$

(108

)

 

$

351,194

 

Long-term Corporate Bonds and U.S. Government Bonds Investments

The following table provides details regarding the Company’s portfolio of long-term investments (in thousands):

 

 

 

Amortized

 

 

Unrealized

 

 

Aggregate Fair

 

Long-term Investments Classification

 

Cost

 

 

Gains

 

 

(Losses)

 

 

Market Value

 

December 31, 2022

 

 

 

 

 

 

 

 

 

 

 

 

Corporate bonds

 

$

2,479

 

 

$

—

 

 

$

(28

)

 

$

2,451

 

U.S. Government bonds

 

 

247,464

 

 

 

52

 

 

 

(2,152

)

 

 

245,364

 

 

 

$

249,943

 

 

$

52

 

 

$

(2,180

)

 

$

247,815

 

December 31, 2021

 

 

 

 

 

 

 

 

 

 

 

 

U.S. Government bonds

 

$

159,692

 

 

$

10

 

 

$

(134

)

 

$

159,568

 

 

 

$

159,692

 

 

$

10

 

 

$

(134

)

 

$

159,568

 

Long-term Minority Investments

The Company’s portfolio of minority investments consists of investments in privately held early-stage companies primarily motivated to gain early access to new technology and are passive in nature in that the Company typically does not seek to obtain representation on the boards of directors of the companies in which it invests. Minority investments, which include convertible notes, are included in investments on the Consolidated Balance Sheets. As of December 31, 2022, the Company had four minority investments with a total carrying value of $12.0 million accounted for as equity securities without readily determinable fair values as compared to two minority investments with a total carrying value of $8.5 million as of December 31, 2021.

During the year ended December 31, 2022, the Company recognized an impairment in the value of two of its minority investments, an impairment of an equity security investment in the amount of $3.0 million and an impairment of a long-term

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convertible note investment of $4.0 million which had been acquired in the current year. The impairment in the value of these minority investments are included in the other (loss) income, net line item on the Consolidated Statements of Income.

4.
FAIR VALUE MEASUREMENTS:

The following table provides the assets and liabilities carried at fair value measured on a recurring basis as of December 31, 2022 (in thousands):

 

 

 

 

 

 

Fair Value Measurements, Using

 

 

 

Total Carrying Value
as of December 31,
 2022

 

 

Quoted Prices in
Active Markets
(Level 1)

 

 

Significant Other
Observable Inputs
(Level 2)

 

 

Significant Unobservable
Inputs
(Level 3)

 

Cash equivalents

 

$

7,162

 

 

$

7,162

 

 

$

—

 

 

$

—

 

Short-term investments

 

 

484,345

 

 

 

484,345

 

 

 

—

 

 

 

—

 

Long-term corporate and U.S. Government bonds investments

 

 

247,815

 

 

 

247,815

 

 

 

—

 

 

 

—

 

 

The following table provides the assets and liabilities carried at fair value measured on a recurring basis as of December 31, 2021 (in thousands):

 

 

 

 

 

 

Fair Value Measurements, Using

 

 

 

Total Carrying Value
as of December 31,
 2021

 

 

Quoted Prices in
Active Markets
(Level 1)

 

 

Significant Other
Observable Inputs
(Level 2)

 

 

Significant Unobservable
Inputs
(Level 3)

 

Cash equivalents

 

$

55,115

 

 

$

55,115

 

 

$

—

 

 

$

—

 

Short-term investments

 

 

351,194

 

 

 

351,194

 

 

 

—

 

 

 

—

 

Long-term U.S. Government bonds investments

 

 

159,568

 

 

 

159,568

 

 

 

—

 

 

 

—

 

 

Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 inputs are quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument. Level 3 inputs are unobservable inputs based on management’s own assumptions used to measure assets and liabilities at fair value. A financial asset’s or liability’s classification is determined based on the lowest level input that is significant to the fair value measurement.

Changes in fair value of the debt investments are recorded as unrealized gains and losses in accumulated other comprehensive loss on the Consolidated Balance Sheets and any credit losses on debt investments are recorded as an allowance for credit losses with an offset recognized in other income, net on the Consolidated Statements of Income. There were no credit losses on debt investments as of December 31, 2022 or December 31, 2021.

5.
INVENTORY:

Inventory consisted of the following (in thousands):

 

 

 

December 31,

 

 

 

2022

 

 

2021

 

Raw materials

 

$

115,448

 

 

$

75,227

 

Work-in-process

 

 

7,626

 

 

 

16,065

 

Finished goods

 

 

60,146

 

 

 

42,868

 

Inventory

 

$

183,220

 

 

$

134,160

 

 

The Company recorded an increase in inventory reserve of $3.6 million, $3.6 million and $1.1 million for the years ended December 31, 2022, 2021 and 2020, respectively, due to excess inventory levels in certain products.

F-18

 

6.
PROPERTY AND EQUIPMENT:

Property and equipment, net consist of the following (in thousands):

 

 

 

December 31,

 

 

 

2022

 

 

2021

 

Land

 

$

2,642

 

 

$

2,642

 

Building and improvements

 

 

99,586

 

 

 

76,600

 

Office and lab equipment

 

 

129,697

 

 

 

107,168

 

Furniture, fixtures and computer related assets

 

 

18,071

 

 

 

16,221

 

Construction-in-progress

 

 

10,567

 

 

 

18,662

 

 

 

 

260,563

 

 

 

221,293

 

Less: Accumulated depreciation

 

 

(117,118

)

 

 

(92,461

)

Property and equipment, net

 

$

143,445

 

 

$

128,832

 

Depreciation expense was $24.8 million, $20.0 million and $15.2 million for the years ended December 31, 2022, 2021 and 2020, respectively.

7.
GOODWILL AND INTANGIBLE ASSETS:

The Company monitors the recoverability of goodwill annually or whenever events or changes in circumstances indicate the carrying value may not be recoverable. Purchased intangible assets subject to amortization consist of acquired technology and other intangible assets that include trade names, customer relationships and developed intellectual property (IP) processes.

Acquired Technology

Acquired technology primarily consists of acquired license rights for patents and know-how obtained from PD-LD, Inc., Motorola, BASF SE (BASF) and Fujifilm. These intangible assets consist of the following (in thousands):

 

 

 

December 31,

 

 

 

2022

 

 

2021

 

PD-LD, Inc.

 

$

1,481

 

 

$

1,481

 

Motorola

 

 

15,909

 

 

 

15,909

 

BASF

 

 

95,989

 

 

 

95,989

 

Fujifilm

 

 

109,462

 

 

 

109,462

 

Other

 

 

5,212

 

 

 

462

 

 

 

 

228,053

 

 

 

223,303

 

Less: Accumulated amortization

 

 

(189,671

)

 

 

(173,635

)

Acquired technology, net

 

$

38,382

 

 

$

49,668

 

Amortization expense related to acquired technology was $16.0 million, $20.6 million and $20.6 million for the years ended December 31, 2022, 2021 and 2020, respectively. Amortization expense is included in amortization of acquired technology and other intangible assets expense line item on the Consolidated Statements of Income and is expected to be $10.1 million in each of the years ending December 31, 2023, 2024, and 2025, $5.3 million in the year ending December 31, 2026, $521,000 in the year ending December 31, 2027 and $2.3 million in total thereafter.

Fujifilm Patent Acquisition

On July 23, 2012, the Company entered into a Patent Sale Agreement with Fujifilm. Under the agreement, Fujifilm sold more than 1,200 OLED-related patents and patent applications in exchange for a cash payment of $105.0 million, plus $4.5 million in costs incurred in connection with the purchase. The agreement contains customary representations and warranties and covenants, including respective covenants not to sue by both parties thereto. The agreement permitted the Company to assign all of its rights and obligations under the agreement to its affiliates, and the Company assigned, prior to the consummation of the transactions contemplated by the agreement, its rights and obligations to UDC Ireland. The transactions contemplated by the agreement were consummated on July 26, 2012. The Company recorded the $105.0 million plus $4.5 million of purchase costs as acquired technology, which was amortized over a period of 10 years ending in July 2022.

F-19

 

BASF Patent Acquisition

On June 28, 2016, UDC Ireland entered into and consummated an IP Transfer Agreement with BASF. Under the IP Transfer Agreement, BASF sold to UDC Ireland all of its rights, title and interest to certain of its owned and co-owned intellectual property rights relating to the composition, development, manufacture and use of OLED materials, including OLED lighting and display stack technology, as well as certain tangible assets. The intellectual property includes knowhow and more than 500 issued and pending patents in the area of phosphorescent materials and technologies. These assets were acquired in exchange for a cash payment of €86.8 million ($95.8 million). In addition, UDC Ireland also took on certain rights and obligations under three joint research and development agreements to which BASF was a party. The IP Transfer Agreement also contains customary representations, warranties and covenants of the parties. UDC Ireland recorded the payment of €86.8 million ($95.8 million) and acquisition costs incurred of $217,000 as acquired technology, which is being amortized over a period of 10 years.

Other Intangible Assets

As a result of the Adesis acquisition in June 2016, the Company recorded $16.8 million of other intangible assets, including $10.5 million assigned to customer relationships with a weighted average life of 11.5 years, $4.8 million to internally developed IP, processes and recipes with a weighted average life of 15 years, and $1.5 million to trade name and trademarks with a weighted average life of 10 years.

At December 31, 2022, these other intangible assets consist of the following (in thousands):

 

 

 

December 31, 2022

 

 

 

Gross Carrying
Amount

 

 

Accumulated
Amortization

 

 

Net Carrying
Amount

 

Customer relationships

 

$

10,520

 

 

$

(5,887

)

 

$

4,633

 

Developed IP, processes and recipes

 

 

4,820

 

 

 

(2,068

)

 

 

2,752

 

Trade name/Trademarks

 

 

1,500

 

 

 

(968

)

 

 

532

 

Other

 

 

396

 

 

 

(66

)

 

 

330

 

Total identifiable other intangible assets

 

$

17,236

 

 

$

(8,989

)

 

$

8,247

 

 

Amortization expense related to other intangible assets was $1.4 million for each of the years ended December 31, 2022, 2021, and 2020. Amortization expense is included in amortization of acquired technology and other intangible assets expense line item on the Consolidated Statements of Income and is expected to be $1.4 million for each of the next four fiscal years (2023 - 2026), $1.3 million for the year ending December 31, 2027 and $1.3 million in total thereafter.

Goodwill

As a result of the Adesis acquisition, the Company recorded $15.5 million of goodwill. The Company performs its annual assessment of goodwill during the fourth quarter of the fiscal year unless events suggest an impairment may have been incurred in an interim period using Adesis’ standalone financial operating performance information. Application of the goodwill impairment test requires the exercise of judgment, including the determination of the fair value of each reporting unit, as Adesis is considered to be the reporting unit. As part of the annual assessment of goodwill completed during the fourth quarter ended December 31, 2022, there were no significant indicators to conclude that an impairment of the goodwill associated with the acquisition of Adesis had occurred.

8.
OTHER ASSETS:

Other assets consist of the following (in thousands):

 

 

 

December 31,

 

 

 

2022

 

 

2021

 

Long-term taxes receivable

 

$

63,915

 

 

$

103,260

 

Right-of-use assets

 

 

31,486

 

 

 

30,614

 

Long-term contract assets

 

 

11,651

 

 

 

—

 

Other long-term assets

 

 

2,687

 

 

 

1,836

 

Other assets

 

$

109,739

 

 

$

135,710

 

See Notes 9 and 20 for further explanation on right-of-use assets and non-current taxes receivable, respectively.

9.
LEASES:

The Company has entered into operating leases to facilitate the expansion of its manufacturing, research and development, and selling, general and administrative activities. For purposes of calculating operating lease liabilities, lease terms may be deemed to include

F-20

 

options to extend or terminate the lease when those events are reasonably certain to occur. The interest rate implicit in lease contracts is typically not readily determinable and as such the Company uses the appropriate incremental borrowing rate based on information available at the lease commencement date in determining the present value of the lease payments. Current lease agreements do not contain any residual value guarantees or material restrictive covenants. As of December 31, 2022, the Company did not have any finance leases and no additional operating leases that have not yet commenced.

The following table presents the Company’s operating lease cost and supplemental cash flow information related to the Company’s operating leases (in thousands):

 

 

 

Year Ended December 31,

 

 

 

2022

 

 

2021

 

 

2020

 

Operating lease cost

 

$

4,436

 

 

$

3,637

 

 

$

2,091

 

Non-cash activity:

 

 

 

 

 

 

 

 

 

Right-of-use assets obtained in exchange for lease obligations

 

$

4,750

 

 

$

26,174

 

 

$

1,948

 

The following table presents the Company’s operating lease right-of-use assets and liabilities (in thousands):

 

 

 

December 31,

 

 

 

2022

 

 

2021

 

Right-of-use assets

 

$

31,486

 

 

$

30,614

 

Short-term lease liabilities

 

 

3,737

 

 

 

3,351

 

Long-term lease liabilities

 

 

29,039

 

 

 

27,263

 

 

The following table presents weighted average assumptions used to compute the Company’s right-of-use assets and lease liabilities:

 

 

 

December 31, 2022

 

Weighted average remaining lease term (in years)

 

 

7.7

 

Weighted average discount rate

 

 

3.4

%

As of December 31, 2022, current operating leases had remaining terms between one and nine years with options to extend the lease terms.

Undiscounted future minimum lease payments as of December 31, 2022, by year and in the aggregate, having non-cancelable lease terms in excess of one year were as follows (in thousands):

 

 

 

Maturities of

 

 

 

Operating Lease Liabilities

 

2023

 

$

4,616

 

2024

 

 

4,643

 

2025

 

 

4,696

 

2026

 

 

4,722

 

2027

 

 

4,624

 

Thereafter

 

 

12,211

 

Total lease payments

 

 

35,512

 

Less: imputed interest

 

 

(4,026

)

Present value of lease payments

 

$

31,486

 

 

F-21

 

10.
ACCRUED EXPENSES:

Accrued expenses consist of the following (in thousands):

 

 

 

December 31,

 

 

 

2022

 

 

2021

 

Compensation

 

$

31,751

 

 

$

27,686

 

PPG Industries, Inc. agreement

 

 

9,864

 

 

 

8,853

 

Consulting

 

 

910

 

 

 

1,314

 

Professional fees

 

 

906

 

 

 

1,000

 

Royalties

 

 

877

 

 

 

691

 

Research and development agreements

 

 

662

 

 

 

1,469

 

Other

 

 

6,032

 

 

 

4,461

 

Accrued expenses

 

$

51,002

 

 

$

45,474

 

 

11.
RESEARCH AND LICENSE AGREEMENTS WITH ACADEMIC PARTNERS:

The Company has long-standing relationships with a number of academic institutions that undertake funded research projects, including Princeton University (Princeton) and the University of Southern California (USC).

Under the current license agreement among the Company, Princeton and USC, the universities have granted the Company worldwide, exclusive license rights, with rights to sublicense, to make, have made, use, lease and/or sell products and to practice processes based on patent applications and issued patents arising out of research performed by the universities for the Company. The Company recorded royalty expense in connection with this agreement of $853,000, $691,000 and $11.1 million for the years ended December 31, 2022, 2021 and 2020, respectively.

The Company also makes payments under the current research agreement with USC on a quarterly basis as actual expenses are incurred. As of December 31, 2022, the Company was obligated to pay USC up to $2.0 million for work to be performed during the remaining extended term. The Company recorded research and development expense in connection with work performed under the agreement of $905,000, $1.3 million and $1.2 million for the years ended December 31, 2022, 2021 and 2020, respectively.

12.
OTHER LIABILITIES:

Other liabilities consist of the following (in thousands):

 

 

 

December 31,

 

 

 

2022

 

 

2021

 

Long-term lease liabilities

 

$

29,039

 

 

$

27,263

 

Long-term taxes payable

 

 

14,592

 

 

 

47,791

 

Other long-term liabilities

 

 

54

 

 

 

1,023

 

Other liabilities

 

$

43,685

 

 

$

76,077

 

See Notes 9 and 20 for further explanation on long-term lease liabilities and long-term taxes payable, respectively.

13.
EQUITY AND CASH COMPENSATION UNDER THE PPG AGREEMENTS:

On September 22, 2011, the Company entered into an Amended and Restated OLED Materials Supply and Service Agreement with PPG Industries, Inc. (PPG) (the New OLED Materials Agreement), which, effective as of October 1, 2011, replaced the original OLED Materials Agreement with PPG. The term of the New OLED Materials Agreement, by amendment in February 2021, runs through December 31, 2024, and thereafter is automatically renewed for additional one-year terms, unless terminated by the Company by providing prior notice of one year or terminated by PPG by providing prior notice of two years. The New OLED Materials Agreement contains provisions that are substantially similar to those of the original OLED Materials Agreement. Under the New OLED Materials Agreement, PPG continues to assist the Company in developing its proprietary OLED materials and supplying the Company with those materials for evaluation purposes and for resale to its customers.

Under the New OLED Materials Agreement, the Company compensates PPG on a cost-plus basis for the services provided during each calendar quarter. The Company is required to pay for some of these services in all cash. Up to 50% of the remaining services are payable, at the Company’s sole discretion, in cash or shares of the Company’s common stock, with the balance payable in cash. The actual number of shares of common stock issuable to PPG is determined based on the average closing price for the Company’s common stock during a specified number of days prior to the end of each calendar half-year period ending on March 31 and September 30. If,

F-22

 

however, this average closing price is less than $20.00, the Company is required to compensate PPG in cash. No shares have been issued for services rendered by PPG since the inception of the contract.

The Company is also required to reimburse PPG for raw materials used for research and development. The Company records the purchases of these raw materials as a current asset until such materials are used for research and development efforts.

In February 2021, the Company entered into an amendment to the New OLED Materials Agreement extending the term of the agreement and specifying operation and maintenance services that will be provided by PPG affiliate, PPG SCM Ireland Limited, to UDC Ireland, at the Company’s new manufacturing site in Shannon, Ireland, currently being leased by UDC Ireland’s wholly-owned subsidiary, OMM, for the production of OLED materials. Facility improvements have been completed and operations commenced in June 2022. As with the initial New OLED Materials Agreement, the Company will compensate PPG on a cost-plus basis for the services provided at the Shannon manufacturing facility.

The Company recorded research and development expense of $7.3 million, $3.6 million and $2.8 million for the years ended December 31, 2022, 2021 and 2020, respectively, in relation to the cash portion of the reimbursement of expenses and work performed by PPG, excluding amounts paid for commercial OLED chemicals.

14.
SHAREHOLDERS' EQUITY:

Preferred Stock

The Company’s Amended and Restated Articles of Incorporation authorize it to issue up to 5,000,000 shares of $0.01 par value preferred stock with designations, rights and preferences determined from time-to-time by the Company’s Board of Directors. Accordingly, the Company’s Board of Directors is empowered, without shareholder approval, to issue preferred stock with dividend, liquidation, conversion, voting or other rights superior to those of shareholders of the Company’s common stock.

 

In 1995, the Company issued 200,000 shares of Series A Nonconvertible Preferred Stock (Series A) to American Biomimetics Corporation (ABC) pursuant to a certain Technology Transfer Agreement between the Company and ABC. The Series A shares have a liquidation value of $7.50 per share. Series A shareholders, as a single class, have the right to elect two members of the Company’s Board of Directors. This right has never been exercised. Holders of the Series A shares are entitled to one vote per share on matters which shareholders are generally entitled to vote. The Series A shareholders are not entitled to any dividends.

 

As of December 31, 2022, the Company had issued 200,000 shares of preferred stock, all of which were outstanding.

Common Stock

The Company’s Amended and Restated Articles of Incorporation authorize it to issue up to 200,000,000 shares of $0.01 par value common stock. Each share of the Company’s common stock entitles the holder to one vote on all matters to be voted upon by the shareholders.

As of December 31, 2022, the Company had issued 49,136,030 shares of common stock, of which 47,770,382 were outstanding. During the years ended December 31, 2022 and 2021, the Company repurchased no shares of common stock.

Dividends

During the year ended December 31, 2022, the Company declared and paid cash dividends of $1.20 per common share, or $57.0 million, on the Company’s outstanding common stock.

 

On February 21, 2023, the Company’s Board of Directors declared a first quarter dividend of $0.35 per share to be paid on March 31, 2023 to all shareholders of record of the Company's common stock as of the close of business on March 17, 2023. All future dividends will be subject to the approval of the Company’s Board of Directors.

F-23

 

15.
ACCUMULATED OTHER COMPREHENSIVE LOSS:

Amounts related to the changes in accumulated other comprehensive loss were as follows (in thousands):

 

 

 

Unrealized
Gain (Loss) on
Available-for-
Sale-Securities

 

 

Net Unrealized
Gain (Loss) on
Retirement Plan (2)

 

 

Change in Cumulative
Foreign Currency
Translation Adjustment

 

 

Total

 

 

Affected Line items in the
Consolidated Statements of
Income

Balance January 1, 2020, net of tax

 

$

191

 

 

$

(17,167

)

 

$

(21

)

 

$

(16,997

)

 

 

Other comprehensive loss
   before reclassification

 

 

(100

)

 

 

(21,464

)

 

 

(14

)

 

 

(21,578

)

 

 


Reclassification to net income (1)

 

 

—

 

 

 

2,556

 

 

 

—

 

 

 

2,556

 

 

Selling, general and administrative,
research and development and
cost of sales

Change during period

 

 

(100

)

 

 

(18,908

)

 

 

(14

)

 

 

(19,022

)

 

 

Balance December 31, 2020, net of tax

 

 

91

 

 

 

(36,075

)

 

 

(35

)

 

 

(36,019

)

 

 

Other comprehensive (loss) gain
   before reclassification

 

 

(233

)

 

 

13,620

 

 

 

(39

)

 

 

13,348

 

 

 

Plan amendment cost

 

 

—

 

 

 

(283

)

 

 

—

 

 

 

(283

)

 

 



Reclassification to net income (1)

 

 

—

 

 

 

4,719

 

 

 

—

 

 

 

4,719

 

 

Selling, general and administrative,
research and development and
cost of sales

Change during period

 

 

(233

)

 

 

18,056

 

 

 

(39

)

 

 

17,784

 

 

 

Balance December 31, 2021, net of tax

 

 

(142

)

 

 

(18,019

)

 

 

(74

)

 

 

(18,235

)

 

 

Other comprehensive (loss) gain
   before reclassification

 

 

(7,745

)

 

 

5,971

 

 

 

(480

)

 

 

(2,254

)

 

 

Plan amendment cost

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 



Reclassification to net income (1)

 

 

—

 

 

 

2,037

 

 

 

—

 

 

 

2,037

 

 

Selling, general and administrative,
research and development and
cost of sales

Change during period

 

 

(7,745

)

 

 

8,008

 

 

 

(480

)

 

 

(217

)

 

 

Balance December 31, 2022, net of tax

 

$

(7,887

)

 

$

(10,011

)

 

$

(554

)

 

$

(18,452

)

 

 

 

F-24

 

 

(1)
The Company reclassified amortization of prior service cost, actuarial loss and plan amendment cost for its retirement plan from accumulated other comprehensive loss to net income of $2.0 million, $4.7 million and $2.6 million for the years ended December 31, 2022, 2021 and 2020, respectively.
(2)
Refer to Note 17: Employee Retirement Plans
16.
STOCK-BASED COMPENSATION:

Equity Compensation Plan

The Equity Compensation Plan provides for the granting of incentive and nonqualified stock options, shares of common stock, stock appreciation rights and performance units to employees, directors and consultants of the Company. Stock options are exercisable over periods determined by the Company’s Human Capital Committee, but for no longer than 10 years from the grant date. Through December 31, 2022, the Company’s shareholders have approved increases in the number of shares reserved for issuance under the Equity Compensation Plan to 10,500,000, and have extended the term of the plan through 2024. As of December 31, 2022, there were 1,619,694 shares that remained available to be granted under the Equity Compensation Plan.

Restricted Stock Award and Units

The Company has issued restricted stock awards and units to employees and non-employees with vesting terms of one to five years. The fair value is equal to the market price of the Company’s common stock on the date of grant for awards granted to employees and equal to the market price at the end of the reporting period for unvested non-employee awards or upon the date of vesting for vested non-employee awards. Expense for restricted stock awards and units is amortized ratably over the vesting period for the awards issued to employees and using a graded vesting method for the awards issued to non-employees.

The following table summarizes the activity related to restricted stock unit (RSU) share based payment awards:

 

 

 

Number of
Shares

 

 

Weighted-
Average
Grant-Date
Fair Value

 

Unvested, January 1, 2022

 

 

226,984

 

 

$

184.93

 

Granted

 

 

124,772

 

 

 

140.37

 

Vested

 

 

(101,909

)

 

 

176.84

 

Forfeited

 

 

(19,624

)

 

 

175.29

 

Unvested, December 31, 2022

 

 

230,223

 

 

$

165.10

 

The weighted average grant-date fair value per unit of RSU awards granted was $140.37, $208.67 and $162.32 during the years ended December 31, 2022, 2021 and 2020, respectively. The grant date fair value of RSUs that vested during the year was $18.0 million for the year ended December 31, 2022, $12.5 million for the year ended December 31, 2021 and $6.5 million for the year ended December 31, 2020. The fair value of RSUs as of their respective vesting dates was $15.3 million for the year ended December 31, 2022, $15.1 million for the year ended December 31, 2021 and $7.7 million for the year ended December 31, 2020.

The following table summarizes the activity related to restricted stock award (RSA) share based payment awards:

 

 

 

Number of
Shares

 

 

Weighted-
Average
Grant-Date
Fair Value

 

Unvested, January 1, 2022

 

 

75,327

 

 

$

185.86

 

Granted

 

 

2,024

 

 

 

148.35

 

Vested

 

 

(43,714

)

 

 

189.88

 

Unvested, December 31, 2022

 

 

33,637

 

 

$

178.37

 

The weighted average grant-date fair value per award of RSA awards granted was $148.35, $172.95 and $155.85 during the years ended December 31, 2022, 2021 and 2020, respectively. The grant date fair value of RSAs that vested during the year was $8.3 million for the year ended December 31, 2022, $9.3 million for the year ended December 31, 2021 and $8.7 million for the year ended December 31, 2020. The fair value of RSAs as of their respective vesting dates was $6.5 million for the year ended December 31, 2022, $20.0 million for the year ended December 31, 2021 and $24.5 million for the year ended December 31, 2020.

F-25

 

For the years ended December 31, 2022, 2021 and 2020, the Company recorded, as compensation charges related to restricted stock awards and units issued to employees and non-employees, selling, general and administrative expense of $14.3 million, $15.4 million and $13.9 million, respectively, cost of sales of $2.2 million, $2.5 million and $1.9 million, respectively, and research and development expense of $6.1 million, $5.2 million and $4.3 million, respectively.

In connection with the vesting of restricted stock awards and units during the years ended December 31, 2022, 2021 and 2020, 54,856, 69,798 and 86,442 shares, respectively, with aggregate fair values of $8.4 million, $14.1 million and $12.5 million, respectively, were withheld in satisfaction of tax withholding obligations and are reflected as a financing activity within the Consolidated Statements of Cash Flows.

For the years ended December 31, 2022, 2021 and 2020, the Company recorded as compensation charges related to all restricted stock units to non-employee members of the Scientific Advisory Board, whose unvested shares are marked-to-market each reporting period, research and development expense of $234,000, $220,000 and $380,000, respectively.

The Company has granted restricted stock units to non-employee members of the Board of Directors with quarterly vesting over a period of approximately one year. The fair value is equal to the market price of the Company's common stock on the date of grant. The restricted stock units are issued and expense is recognized ratably over the vesting period. For the years ended December 31, 2022, 2021 and 2020, the Company recorded compensation charges for services performed, related to all restricted stock units granted to non-employee members of the Board of Directors, selling, general and administrative expense of $1.3 million, $1.2 million and $1.3 million, respectively. In connection with the vesting of the restricted stock, the Company issued to non-employee members of the Board of Directors 8,784, 5,412 and 6,456 shares during the years ended December 31, 2022, 2021 and 2020, respectively.

As of December 31, 2022, the total unrecognized expense related to all restricted stock awards and units was $27.9 million, which the Company expects to recognize over a weighted average period of 1.91 years.

Performance Unit Awards

Each performance unit award is subject to both a performance-vesting requirement (either performance-based or market-based) and a service-vesting requirement. The performance-based vesting requirement is tied to EBITDA and cash flow achievement, as measured over a specific performance period. The market-based vesting requirement is tied to the Company's total shareholder return (TSR) relative to the TSR of companies comprising the Nasdaq Electronics Components Index, as measured over a three-year performance period. The maximum number of performance units that may vest based on performance is three times the shares granted. Further, if the Company's performance falls below certain thresholds, the performance units will not vest at all.

The following table summarizes the activity related to performance unit awards (PSU) share based payment awards:

 

 

 

Number of
Shares

 

 

Weighted-
Average
Grant-Date
Fair Value

 

Unvested, January 1, 2022

 

 

182,954

 

 

$

189.24

 

Granted

 

 

101,889

 

 

 

186.66

 

Vested

 

 

(11,364

)

 

 

163.23

 

Forfeited

 

 

(45,613

)

 

 

199.77

 

Unvested, December 31, 2022

 

 

227,866

 

 

$

185.57

 

During the years ended December 31, 2022, 2021 and 2020, the Company granted 100,621, 77,086 and 95,772 performance units, respectively, of which 75,465, 42,291 and 47,885 units, respectively, are subject to performance-based vesting requirements and 25,156, 34,795 and 47,887 units, respectively, are subject to market-based vesting requirements, and which will vest over the terms described above. During the years ended December 31, 2022, 2021 and 2020, there were 1,268, none, and 15,638 incremental performance-based shares, respectively, that vested resulting from an increased vesting factor based on Company performance. The weighted average grant date fair value per unit of the performance unit awards granted was $186.66, $214.70 and $167.74 during the years ended December 31, 2022, 2021 and 2020, respectively, as determined by the Company’s common stock on date of grant for the units with performance-based vesting and a Monte-Carlo simulation for the units with market-based vesting. The grant date fair value of PSUs that vested during the year was $1.9 million for the year ended December 31, 2022, $1.1 million for the year ended December 31, 2021 and $3.3 million for the year ended December 31, 2020. The fair value of PSUs as of their respective vesting dates was $1.8 million for the year ended December 31, 2022, $2.0 million for the year ended December 31, 2021 and $4.5 million for the year ended December 31, 2020.

For the years ended December 31, 2022, 2021 and 2020, the Company recorded, as compensation charges related to all performance stock units, selling, general and administrative expense of $2.8 million, $8.0 million and $4.3 million, respectively, cost of

F-26

 

sales of $940,000, $1.3 million and $670,000, respectively, and research and development expense of $1.5 million, $2.1 million and $1.1 million, respectively.

In connection with the vesting of performance units during the years ended December 31, 2022, 2021 and 2020, 5,082, 3,881 and 12,877 shares, respectively, with aggregate fair values of $826,000, $875,000 and $1.9 million, respectively, were withheld in satisfaction of tax withholding obligations and are reflected as a financing activity within the Consolidated Statements of Cash Flows.

As of December 31, 2022, the total unrecognized compensation expense related to performance unit awards was $13.7 million, which the Company expects to recognize over a weighted average period of 1.87 years.

Employee Stock Purchase Plan

On April 7, 2009, the Board of Directors of the Company adopted an Employee Stock Purchase Plan (ESPP). The ESPP was approved by the Company’s shareholders and became effective on June 25, 2009. The Company has reserved 1,000,000 shares of common stock for issuance under the ESPP. Unless terminated by the Board of Directors, the ESPP will expire when all reserved shares have been issued.

Eligible employees may elect to contribute to the ESPP through payroll deductions during consecutive three-month purchase periods, the first of which began on July 1, 2009. Each employee who elects to participate will be deemed to have been granted an option to purchase shares of the Company’s common stock on the first day of the purchase period. Unless the employee opts out during the purchase period, the option will automatically be exercised on the last day of the period, which is the purchase date, based on the employee’s accumulated contributions to the ESPP. The purchase price will equal 85% of the lesser of the closing price per share of common stock on the first day of the period or the last business day of the period.

Employees may allocate up to 10% of their base compensation to purchase shares of common stock under the ESPP; however, each employee may purchase no more than 12,500 shares on a given purchase date, and no employee may purchase more than $25,000 of common stock under the ESPP during a given calendar year.

For the years ended December 31, 2022, 2021 and 2020, the Company issued 17,057, 9,156 and 9,668 shares, respectively, of its common stock under the ESPP, resulting in proceeds of $1.6 million, $1.5 million and $1.2 million, respectively. For the years ended December 31, 2022, 2021 and 2020, the Company recorded charges of $107,000, $93,000 and $96,000, respectively, to selling, general and administrative expense, $141,000, $119,000, $111,000, respectively, to cost of sales and $224,000, $188,000 and $139,000, respectively, to research and development expense, related to the ESPP equal to the amount of the discount and the value of the look-back feature.

Scientific Advisory Board Awards

During the years ended December 31, 2022 and 2021, the Company granted a total of 2,024 and 1,400 shares, respectively, of fully vested common stock to non-employee members of the Scientific Advisory Board for services performed in 2021 and 2020, respectively. The fair value of the shares issued to members of the Scientific Advisory Board was $300,000 for both years ended December 31, 2022 and 2021.

17.
EMPLOYEE RETIREMENT PLANS:

Defined Contribution Plan

The Company maintains the Universal Display Corporation 401(k) Plan (the Plan) in accordance with the provisions of Section 401(k) of the Internal Revenue Code (the Code). The Plan covers substantially all full-time employees of the Company. Participants may contribute up to 90% of their total compensation to the Plan, not to exceed the limit as defined in the Code. Once an employee is eligible to participate in the Plan, the Company will make a non-elective contribution equal to 3% of the employee’s total compensation. For the years ended December 31, 2022, 2021 and 2020, the Company contributed $1.4 million, $1.3 million and $1.1 million, respectively, to the Plan.

Defined Benefit Plan

On March 18, 2010, the Human Capital Committee and the Board of Directors of the Company approved and adopted the Universal Display Corporation Supplemental Executive Retirement Plan (SERP), effective as of April 1, 2010. On March 3, 2015, the Human Capital Committee and the Board of Directors amended the SERP to include salary and bonus as part of the plan. Prior to this amendment, the SERP benefit did not take into account any bonuses. The purpose of the SERP, which is unfunded, is to provide certain

F-27

 

of the Company’s key employees with supplemental pension benefits following a cessation of their employment and to encourage their continued employment with the Company. As of December 31, 2022 there were eight participants in the SERP.

The SERP benefit is based on a percentage of the participant’s annual base salary and in certain cases, the participant's average annual bonus for the most recent three fiscal years ending prior to the participant's date of termination of employment with the Company for the life of the participant. For this purpose, annual base salary means 12 times the average monthly base salary paid or payable to the participant during the 24-month period immediately preceding the participant’s date of termination of employment, or, if required, the date of a change in control of the Company.

Under the SERP, if a participant resigns or is terminated without cause at or after age 65 and with at least 20 years of service, he or she will be eligible to receive a SERP benefit. The benefit is based on a percentage of the participant’s annual base salary and bonus for the life of the participant. This percentage is 50%, 25% or 15%, depending on the participant’s benefit class.

If a participant resigns at or after age 65 and with at least 15 years of service, he or she will be eligible to receive a prorated SERP benefit. If a participant is terminated without cause or on account of a disability after at least 15 years of service, he or she will be eligible to receive a prorated SERP benefit regardless of age. The prorated benefit in either case would be based on the participant’s number of years of service (up to 20), divided by 20. In the event a participant is terminated for cause, his or her SERP benefit and any future benefit payments are subject to immediate forfeiture.

The SERP benefit is payable in installments over 10 years, beginning at the later of age 65 or the date of the participant’s separation from service. Payments are based on a present value calculation of the benefit amount for the actuarial remaining life expectancy of the participant. This calculation is made as of the date benefit payments are to begin (later of age 65 or separation from service). If the participant dies after reaching age 65, any future or remaining benefit payments are made to the participant’s beneficiary or estate. If the participant dies before reaching age 65, the benefit is forfeited.

In the event of a change in control of the Company, each participant will become immediately vested in his or her SERP benefit. Unless the participant’s benefit has already fully vested, if the participant has less than 20 years of service at the time of the change in control, he or she will receive a prorated benefit based on his or her number of years of service (up to 20), divided by 20. If the change in control qualifies as a “change in control event” for purposes of Section 409A of the Internal Revenue Code, then each participant (including former employees who are entitled to SERP benefits) will receive a lump sum cash payment equal to the present value of the benefit immediately upon the change in control.

Certain of the Company’s executive officers are designated as special participants under the SERP. If these participants resign or are terminated without cause after 20 years of service, or at or after age 65 and with at least 15 years of service, they will be eligible to receive a SERP benefit. If they are terminated without cause or on account of a disability, they will be eligible to receive a prorated SERP benefit regardless of age. The prorated benefit would be based on the participant’s number of years of service (up to 20), divided by 20.

The SERP benefit for special participants is based on 50% of their annual base salary and bonus for their life and the life of their surviving spouse, if any. Payments are based on a present value calculation of the benefit amount for the actuarial remaining life expectancies of the participant and their surviving spouse, if any. If they die before reaching age 65, the benefit is not forfeited if the surviving spouse, if any, lives until the participant would have reached age 65. If their spouse also dies before the participant would have reached age 65, the benefit is forfeited.

The Company records amounts relating to the SERP based on calculations that incorporate various actuarial and other assumptions, including discount rates, rate of compensation increases, retirement dates, and life expectancies. The net periodic costs are recognized as employees render the services necessary to earn the SERP benefits.

In connection with the initiation and subsequent amendments of the SERP, the Company recorded cost related to prior service of $12.5 million as accumulated other comprehensive loss as of December 31, 2022. The prior service cost is being amortized as a component of net periodic pension cost over the average of the remaining service period of the employees expected to receive benefits under the plan. The prior service cost expected to be amortized for the year ending December 31, 2023 is $1.3 million.

F-28

 

Information relating to the Company’s plan is as follows (in thousands):

 

 

 

Year Ended December 31,

 

 

 

2022

 

 

2021

 

Change in benefit obligation:

 

 

 

 

 

 

Benefit obligation, beginning of year

 

$

66,773

 

 

$

78,527

 

Service cost

 

 

1,287

 

 

 

1,675

 

Interest cost

 

 

1,383

 

 

 

1,165

 

Actuarial (gain) loss

 

 

(7,639

)

 

 

(14,956

)

Plan amendment

 

 

—

 

 

 

362

 

Benefit obligation, end of year

 

 

61,804

 

 

 

66,773

 

Fair value of plan assets

 

 

—

 

 

 

—

 

Unfunded status of the plan, end of year

 

$

61,804

 

 

$

66,773

 

Current liability

 

$

2,014

 

 

$

—

 

Non-current liability

 

$

59,790

 

 

$

66,773

 

 

The accumulated benefit obligation for the plan was $59.5 million and $63.3 million as of December 31, 2022 and 2021, respectively. The actuarial gain of $7.6 million for the year ended December 31, 2022 was primarily due to an increase in the discount rate. The actuarial gain of $15.0 million for the year ended December 31, 2021 was primarily due to a reduction in the three-year average cash bonus paid to participants.

The components of net periodic pension cost were as follows (in thousands):

 

 

 

Year Ended December 31,

 

 

 

2022

 

 

2021

 

 

2020

 

Service cost

 

$

1,287

 

 

$

1,675

 

 

$

1,092

 

Interest cost

 

 

1,383

 

 

 

1,165

 

 

 

1,285

 

Amortization of prior service cost

 

 

1,119

 

 

 

1,099

 

 

 

1,098

 

Amortization of loss

 

 

1,487

 

 

 

4,936

 

 

 

2,181

 

Total net periodic benefit cost

 

$

5,276

 

 

$

8,875

 

 

$

5,656

 

 

The measurement date is the Company’s fiscal year end. The net periodic pension cost is based on assumptions determined at the prior year end measurement date.

Assumptions used to determine the year end benefit obligation were as follows:

 

 

 

Year Ended December 31,

 

 

 

2022

 

 

2021

 

Discount rate

 

 

4.94

%

 

 

2.16

%

Rate of compensation increases

 

 

3.50

%

 

 

3.50

%

 

Assumptions used to determine the net periodic pension cost were as follows:

 

 

 

Year Ended December 31,

 

 

 

2022

 

 

2021

 

 

2020

 

Discount rate

 

 

2.16

%

 

 

1.54

%

 

 

2.64

%

Rate of compensation increases

 

 

3.50

%

 

 

3.50

%

 

 

3.50

%

 

Actuarial gains and losses are amortized from accumulated other comprehensive loss into net periodic pension cost over future years based upon the average remaining service period of active plan participants, when the accumulation of such gains or losses exceeds 10% of the year end benefit obligation. The cost or benefit of plan changes that increase or decrease benefits for prior employee service (prior service cost or credit) is included in the Company’s results of income on a straight-line basis over the average remaining service period of active plan participants.

F-29

 

The estimated amounts to be amortized from accumulated other comprehensive loss into the net periodic pension cost in 2023 are as follows (in thousands):

 

Amortization of prior service cost

 

$

815

 

Amortization of loss

 

 

480

 

Total

 

$

1,295

 

 

Benefit payments, which reflect estimated future service, are currently expected to be paid as follows (in thousands):

 

Year

 

Projected
Benefits

 

2023

 

$

2,014

 

2024

 

 

5,785

 

2025

 

 

5,785

 

2026

 

 

7,101

 

2027

 

 

7,539

 

2028-2032

 

 

41,093

 

Thereafter

 

 

23,737

 

 

18.
COMMITMENTS AND CONTINGENCIES:

Commitments

Under the current research agreement with USC, the Company is obligated to make certain payments to USC based on work performed by it under that agreement, and by the University of Michigan (Michigan) under a subcontractor agreement that Michigan has with USC.

Under the terms of the current license agreement among the Company, Princeton and USC, the Company makes royalty payments to Princeton. See Note 11 for further explanation.

The Company has agreements with six executive officers and 12 senior level employees which provide for certain cash and other benefits upon termination of employment of the officer or employee in connection with a change in control of the Company. If a covered person’s employment is terminated in connection with the change in control, the person is entitled to a lump-sum cash payment equal to two times (in the case of the executive officers) or either one or two times (in the case of the senior level employees) the sum of the average annual base salary and bonus of the person and immediate vesting of all stock options and other equity awards that may be outstanding at the date of the change in control, among other items.

In order to manage manufacturing lead times and help ensure adequate material supply, the Company entered into the New OLED Materials Agreement (see Note 13) that allows PPG to procure and produce inventory based upon criteria as defined by the Company. These purchase commitments consist of firm, noncancelable and unconditional commitments. In certain instances, this agreement allows the Company the option to reschedule and adjust the Company’s requirements based on its business needs prior to firm orders being placed. As of December 31, 2022, 2021 and 2020, the Company had purchase commitments for inventory of $31.9 million, $25.7 million and $13.7 million, respectively.

Patent Related Challenges and Oppositions

Each major jurisdiction in the world that issues patents provides both third parties and applicants an opportunity to seek a further review of an issued patent. The process for requesting and considering such reviews is specific to the jurisdiction that issued the patent in question, and generally does not provide for claims of monetary damages or a review of specific claims of infringement. The conclusions made by the reviewing administrative bodies tend to be appealable and generally are limited in scope and applicability to the specific claims and jurisdiction in question.

The Company believes that opposition proceedings are frequently commenced in the ordinary course of business by third parties who may believe that one or more claims in a patent do not comply with the technical or legal requirements of the specific jurisdiction in which the patent was issued. The Company views these proceedings as reflective of its goal of obtaining the broadest legally permissible patent coverage permitted in each jurisdiction. Once a proceeding is initiated, as a general matter, the issued patent continues to be presumed valid until the jurisdiction’s applicable administrative body issues a final non-appealable decision. Depending on the jurisdiction, the outcome of these proceedings could include affirmation, denial or modification of some or all of the originally issued claims. The Company believes that as OLED technology becomes more established and its patent portfolio increases in size, so will the number of these proceedings.

F-30

 

Below is a summary of an active proceeding that has been commenced against an issued patent that is exclusively licensed to the Company. The Company does not believe that the confirmation, loss or modification of the Company’s rights in any individual claim or set of claims that are the subject of the following legal proceeding would have a material impact on the Company’s material sales or licensing business or on the Company’s Consolidated Financial Statements, including its Consolidated Statements of Income, as a whole. In certain circumstances, when permitted, the Company may also utilize a proceeding to request modification of the claims to better distinguish the patented invention from any newly identified prior art and/or improve the claim scope of the patent relative to commercially important categories of the invention.

Opposition to European Patent No. 1390962

In September 2022, the Opposition Division made a final determination that the patent, which was described in prior filings and has now expired in accordance with its original term, was valid based on amended claims submitted by the Company to the Opposition Division in 2016.

19.
CONCENTRATION OF RISK:

Revenues and accounts receivable from the Company's largest customers for the years ended December 31, 2022, 2021 and 2020 were as follows (in thousands):

 

 

 

2022

 

 

2021

 

 

2020

 

Customer

 

% of Total Revenue

 

Accounts Receivable

 

 

% of Total Revenue

 

Accounts Receivable

 

 

% of Total Revenue

 

Accounts Receivable

 

A

 

41%

 

$

11,425

 

 

44%

 

$

10,850

 

 

41%

 

$

20,476

 

B

 

25%

 

 

24,440

 

 

26%

 

 

45,867

 

 

30%

 

 

26,776

 

C

 

16%

 

 

22,291

 

 

14%

 

 

18,557

 

 

13%

 

 

2,757

 

 

Revenues from outside of North America represented approximately 97% of consolidated revenue for each of the years ended December 31, 2022, 2021 and 2020. Revenues by geographic area are as follows (in thousands):

 

 

 

Year Ended December 31,

 

Country

 

2022

 

 

2021

 

 

2020

 

South Korea

 

$

360,640

 

 

$

334,835

 

 

$

263,079

 

China

 

 

230,582

 

 

 

192,079

 

 

 

142,076

 

Japan

 

 

5,579

 

 

 

7,358

 

 

 

7,405

 

Other non-U.S. locations

 

 

3,829

 

 

 

3,137

 

 

 

1,728

 

Total non-U.S. locations

 

 

600,630

 

 

 

537,409

 

 

 

414,288

 

United States

 

 

15,989

 

 

 

16,116

 

 

 

14,579

 

Total revenue

 

$

616,619

 

 

$

553,525

 

 

$

428,867

 

 

The Company attributes revenue to different geographic areas on the basis of the location of the customer.

Long-lived assets (net), by geographic area are as follows (in thousands):

 

 

 

December 31,

 

Country

 

2022

 

 

2021

 

United States

 

$

117,255

 

 

$

115,004

 

Ireland

 

 

20,270

 

 

 

7,000

 

Other

 

 

5,920

 

 

 

6,828

 

Total long-lived assets

 

$

143,445

 

 

$

128,832

 

 

Substantially all chemical materials were purchased from one supplier. See Note 13.

F-31

 

20.
INCOME TAXES:

The components of income before income taxes are as follows (in thousands):

 

 

 

Year ended December 31,

 

 

 

2022

 

 

2021

 

 

2020

 

United States

 

$

77,205

 

 

$

60,066

 

 

$

38,839

 

Foreign

 

 

191,025

 

 

 

168,181

 

 

 

124,690

 

Income before income taxes

 

$

268,230

 

 

$

228,247

 

 

$

163,529

 

 

The components of the income tax expense are as follows (in thousands):

 

 

 

Year ended December 31,

 

 

 

2022

 

 

2021

 

 

2020

 

Current income tax (expense) benefit:

 

 

 

 

 

 

 

 

 

Federal

 

$

(51,980

)

 

$

(16,433

)

 

$

(14,773

)

State

 

 

(1,833

)

 

 

(641

)

 

 

(568

)

Foreign

 

 

(31,302

)

 

 

(25,212

)

 

 

(19,262

)

 

 

 

(85,115

)

 

 

(42,286

)

 

 

(34,603

)

Deferred income tax (expense) benefit:

 

 

 

 

 

 

 

 

 

Federal

 

 

25,916

 

 

 

(844

)

 

 

4,883

 

State

 

 

1,216

 

 

 

(734

)

 

 

(34

)

Foreign

 

 

(186

)

 

 

(170

)

 

 

(403

)

 

 

 

26,946

 

 

 

(1,748

)

 

 

4,446

 

Income tax expense

 

$

(58,169

)

 

$

(44,034

)

 

$

(30,157

)

 

Reconciliation of the statutory U.S. federal tax rate to the Company's effective tax rate is as follows:

 

 

 

Year ended December 31,

 

 

 

2022

 

 

2021

 

 

2020

 

Statutory U.S. federal income tax rate

 

 

21.0

%

 

 

21.0

%

 

 

21.0

%

State income taxes, net of federal benefit

 

 

0.1

 

 

 

0.2

 

 

 

0.2

 

Effect of foreign operations

 

 

(4.9

)

 

 

(5.0

)

 

 

(5.2

)

Accruals and reserves

 

 

—

 

 

 

(0.8

)

 

 

(1.0

)

Nondeductible employee compensation

 

 

1.9

 

 

 

3.0

 

 

 

2.6

 

Research tax credits

 

 

(1.9

)

 

 

(1.4

)

 

 

(1.8

)

Stock based compensation

 

 

0.2

 

 

 

(0.3

)

 

 

(0.9

)

U.S. International Tax (Sub F, GILTI, FDII)

 

 

4.2

 

 

 

2.1

 

 

 

3.5

 

Other

 

 

1.1

 

 

 

0.5

 

 

 

—

 

Effective tax rate

 

 

21.7

%

 

 

19.3

%

 

 

18.4

%

 

The following table summarizes Company tax credit carry forwards for tax return purposes as of December 31, 2022 (in thousands):

 

 

 

Tax Benefit

 

 

Expiration Date

Tax credit carry forwards:

 

 

 

 

 

State research tax credits

 

$

8,100

 

 

2029-2037

Total credit carry forwards

 

$

8,100

 

 

 

 

F-32

 

Significant components of the Company's net deferred tax assets and liabilities are as follows (in thousands):

 

 

 

December 31,

 

 

 

2022

 

 

2021

 

Deferred tax asset:

 

 

 

 

 

 

Capitalized research expenditures

 

$

38,485

 

 

$

3,150

 

Retirement plan

 

 

13,495

 

 

 

14,560

 

Tax credit carry forwards

 

 

8,100

 

 

 

6,156

 

Lease Liabilities

 

 

7,230

 

 

 

5,360

 

Accruals and reserves

 

 

6,944

 

 

 

4,733

 

Deferred revenue

 

 

2,077

 

 

 

11,361

 

Stock-based compensation

 

 

1,454

 

 

 

1,110

 

Other

 

 

3,400

 

 

 

1,020

 

 

 

 

81,185

 

 

 

47,450

 

Valuation allowance

 

 

(11,087

)

 

 

(5,911

)

Deferred tax assets

 

 

70,098

 

 

 

41,539

 

Deferred tax liability:

 

 

 

 

 

 

Accruals and reserves

 

 

(11,937

)

 

 

(8,086

)

Deferred tax liabilities

 

 

(11,937

)

 

 

(8,086

)

Net deferred tax assets

 

$

58,161

 

 

$

33,453

 

In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent on the Company's ability to generate future taxable income to obtain benefit from the reversal of temporary differences, net operating loss carryforwards and tax credits. As part of its assessment, management considers the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies. At this time there is no evidence to release the valuation allowance that has been recorded for the New Jersey research and development credit and unrealized loss on investments.

The U.S.-Korean Mutual Agreement Procedure (MAP) for the years ended December 31, 2010 to December 31, 2017 was closed in September 2022, resulting in a refund of the Korean withholding taxes previously withheld. The Company will amend the U.S. federal tax returns to reflect the refund and to redetermine the foreign tax credit amount. In November 2022, the Company prepaid $18.8 million to the IRS under Rev. Proc. 2005-18 to offset the tax payable amount. As a result, the Company has recorded a long-term asset of $3.0 million and $36.9 million and a long-term payable of none and $16.2 million for the years ended December 31, 2022 and December 31, 2021, respectively, for the estimated amounts due to the U.S. federal government. The Company also recorded a reduction of deferred tax assets for foreign tax credits and research and development credits of $20.7 million on the December 31, 2022 and December 31, 2021 Consolidated Balance Sheets.

On December 27, 2018, regarding the withholding taxes for the years 2018 to 2022, the Korean Supreme Court, citing prior cases, held that only royalties paid with respect to Korean registered patents are considered Korean source income and subject to Korean withholding tax under the applicable law and interpretation of the Korea-U.S. Tax Treaty. The Company has incurred Korean withholding tax of $14.9 million for the years ended December 31, 2018 to December 31, 2022. Based on the Korean Supreme Court decision, a tax refund request on behalf of the Company was filed during October 2021 with the Korean National Tax Service (KNTS) for over-withheld taxes from January 1, 2018 to the second quarter of 2021. The Company has since been advised by a prominent Korean law firm that there is a more-likely-than-not chance of success. The Company has also filed an administrative hearing request with the Korean Tax Tribunal in order to expedite the refund process and the case remains pending. The Company plans to file a refund request for over-withheld taxes from the third quarter of 2021 to December 31, 2022.

The Company will also amend U.S. federal tax returns for the 2018 to 2020 years when the anticipated refund from KNTS is received to offset the additional tax liability and to redetermine the research and development credit utilization. In November 2022, the Company prepaid $16.0 million to the IRS under Rev. Proc. 2005-18 that relates to the anticipated tax payable. As a result, the Company has recorded a long-term asset of $60.9 million and $53.2 million for the years ended December 31, 2022 and December 31, 2021, respectively. Also, as of December 31, 2022 and December 31, 2021, the Company recorded a long-term liability of $14.6 million and $31.6 million, respectively, for the estimated amounts due to the U.S. federal government based on the amendment of the Company's U.S. tax returns indicating that lower withholding amounts were required.

On October 30, 2018, the KNTS concluded a tax audit with LG Display that pertained to the licensing and royalty payments made to UDC Ireland during the years 2015 through 2017. The KNTS questioned whether UDC Ireland was the beneficial owner of these payments and assessed UDC Ireland a charge of $13.2 million for withholding taxes and interest for the three-year period. UDC Ireland engaged a prominent Korean law firm which believed it was more-likely-than-not that UDC Ireland had beneficial ownership of the

F-33

 

underlying intellectual property. Based on this authority, UDC Ireland paid the assessment which was recorded as a long-term asset as of December 31, 2021. In September 2020, the Korean District Court ruled in favor of UDC Ireland on the beneficial ownership issue and the ruling was affirmed by the Korean High Court in August 2021, upon which the KNTS appealed the ruling to the Korean Supreme Court. On January 13, 2022, the Korean Supreme Court dismissed the appeal from the KNTS which resulted in UDC Ireland recovering the charge of $13.2 million for withholding taxes plus interest for the three-year period in February 2022.

The Company is not subject to examinations by the U.S. federal tax authority for the years prior to 2010. The Company's state and foreign tax returns are open for a period of generally three to four years. The Company is currently under a California state tax audit for the years 2019 and 2020, which is in the information-collecting stage.

The above estimates may change in the future and upon settlement.

21.
REVENUE RECOGNITION:

The Company recognizes revenue in accordance with ASC Topic 606, Revenue from Contracts with Customers (Topic 606). The standard establishes the principles that an entity shall apply to report useful information to users of financial statements about the nature, amount, timing, and uncertainty of revenue and cash flows from a contract with a customer.

For each of the years ended December 31, 2022, 2021 and 2020, the Company recorded 97% of its revenue from OLED related sales and 3% from the providing of services through Adesis, respectively.

Contract Balances

The following table provides information about assets and liabilities associated with the Company's contracts from customers (in thousands):

 

 

 

As of December 31, 2022

 

Accounts receivable

 

$

92,664

 

Short-term unbilled receivables

 

 

24,073

 

Short-term contract assets

 

 

2,733

 

Long-term contract assets

 

 

11,651

 

Short-term deferred revenue

 

 

45,599

 

Long-term deferred revenue

 

 

18,279

 

Short-term and long-term unbilled receivables and contract assets are classified as other current assets and other assets, respectively, on the Consolidated Balance Sheets. Contract assets represent consideration related to the renewal of customer contracts which is recognized over the contract term based on material units sold. The deferred revenue balance as of December 31, 2022 will be recognized as materials are shipped to customers over the remaining contract periods. As of December 31, 2022, the Company had $21.9 million of backlog associated with committed purchase orders from its customers for phosphorescent emitter material. These orders are anticipated to be fulfilled within the next 90 days.

F-34

 

Significant changes in the assets and liabilities balances associated with the Company's contracts from customers for the years ended December 31, 2022 and 2021, are as follows (in thousands):

 

 

 

Year Ended December 31, 2022

 

 

 

Assets

 

 

Liabilities

 

Balance at December 31, 2021

 

$

8,127

 

 

$

(157,081

)

Revenue recognized that was previously included in deferred revenue, net

 

 

—

 

 

 

239,608

 

Increases due to cash received

 

 

—

 

 

 

(176,667

)

Cumulative catch-up adjustment arising from changes in estimates of
   transaction price, net

 

 

—

 

 

 

30,262

 

Unbilled receivables recorded, net

 

 

15,946

 

 

 

—

 

Contract assets recorded, net

 

 

14,384

 

 

 

—

 

Net change

 

 

30,330

 

 

 

93,203

 

Balance at December 31, 2022

 

$

38,457

 

 

$

(63,878

)

 

 

 

 

 

 

 

 

 

Year Ended December 31, 2021

 

 

 

Assets

 

 

Liabilities

 

Balance at December 31, 2020

 

$

10,429

 

 

$

(162,301

)

Revenue recognized that was previously included in deferred revenue, net

 

 

—

 

 

 

192,778

 

Increases due to cash received

 

 

—

 

 

 

(201,484

)

Cumulative catch-up adjustment arising from changes in estimates of
   transaction price, net

 

 

—

 

 

 

13,926

 

Unbilled receivables recorded, net

 

 

32,720

 

 

 

—

 

Transferred to receivables from unbilled receivables

 

 

(35,022

)

 

 

—

 

Net change

 

 

(2,302

)

 

 

5,220

 

Balance at December 31, 2021

 

$

8,127

 

 

$

(157,081

)

The cumulative catch-up adjustment arising from changes in estimates of transaction price, net for the year ended December 31, 2022 increased by $16.3 million as compared to the year ended December 31, 2021. The increase in the cumulative catch-up adjustment arising from changes in estimates of transaction price, net was primarily due to a decrease in anticipated customer demand over their remaining contract lives.

22.
NET INCOME PER COMMON SHARE:

The Company computes earnings per share in accordance with ASC Topic 260, Earnings per Share, which requires earnings per share (EPS) for each class of stock to be calculated using the two-class method. The two-class method is an allocation of income between the holders of common stock and the Company's participating security holders. Under the two-class method, income for the reporting period is allocated between common shareholders and other security holders based on their respective participation rights in undistributed income. Unvested share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents are participating securities and, therefore, are included in computing earnings per share pursuant to the two-class method.

Basic net income per common share is computed by dividing net income allocated to common shareholders by the weighted-average number of shares of common stock outstanding for the period excluding unvested restricted stock units and performance units. Net income allocated to the holders of the Company's unvested restricted stock awards is calculated based on the shareholders proportionate share of weighted average shares of common stock outstanding on an if-converted basis.

For purposes of determining diluted net income per common share, basic net income per share is further adjusted to include the effect of potential dilutive common shares outstanding, including stock options, restricted stock units and performance units, and the impact of shares to be issued under the Employee Stock Purchase Plan.

F-35

 

The following table is a reconciliation of net income and the shares used in calculating basic and diluted net income per common share for the years ended December 31, 2022, 2021 and 2020 (in thousands, except share and per share data):

 

 

 

Year Ended December 31,

 

 

 

2022

 

 

2021

 

 

2020

 

Numerator:

 

 

 

 

 

 

 

 

 

Net income

 

$

210,061

 

 

$

184,213

 

 

$

133,372

 

Adjustment for Basic EPS:

 

 

 

 

 

 

 

 

 

Earnings allocated to unvested shareholders

 

 

(1,215

)

 

 

(1,137

)

 

 

(1,001

)

Adjusted net income

 

$

208,846

 

 

$

183,076

 

 

$

132,371

 

Denominator:

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding – Basic

 

 

47,390,352

 

 

 

47,296,447

 

 

 

47,198,982

 

Effect of dilutive shares:

 

 

 

 

 

 

 

 

 

Common stock equivalents arising from stock options and ESPP

 

 

2,340

 

 

 

1,010

 

 

 

1,566

 

Restricted stock awards and units and performance units

 

 

75,815

 

 

 

67,978

 

 

 

36,446

 

Weighted average common shares outstanding – Diluted

 

 

47,468,507

 

 

 

47,365,435

 

 

 

47,236,994

 

Net income per common share:

 

 

 

 

 

 

 

 

 

Basic

 

$

4.41

 

 

$

3.87

 

 

$

2.80

 

Diluted

 

$

4.40

 

 

$

3.87

 

 

$

2.80

 

 

For the years ended December 31, 2022, 2021, and 2020, the combined effects of unvested restricted stock awards, restricted stock units, performance unit awards and stock options of 122,843, none and none, respectively, were excluded from the calculation of diluted EPS as their impact would have been antidilutive.

F-36

Exhibit 10.14

 

 

 

 

 

 

UNIVERSAL DISPLAY CORPORATION

ANNUAL INCENTIVE PLAN

FOR SENIOR EXECUTIVES

(as amended and restated, effective January 1, 2023)

 

 

 

 

 

Adopted by the Board of Directors on February 21, 2023

 

 

 

 

UNIVERSAL DISPLAY CORPORATION

ANNUAL INCENTIVE PLAN

FOR SENIOR EXECUTIVES

(as amended and restated, effective January 1, 2023)

 

1.
Purpose

This Universal Display Corporation Annual Incentive Plan for Senior Executives, as may be amended from time to time (the “Plan”) is an amendment and restatement of the prior version adopted by the Board (as defined below) on March 7, 2013 and approved by the shareholders of the Company (as defined below) on June 20, 2013 (the “Prior Plan”). The Prior Plan has been amended and restated to remove provisions applicable to “qualified performance-based compensation” under section 162(m) of the Code (as defined below).

The purpose of the Plan is to enhance the ability of the Company to attract, reward and retain senior executive employees, to strengthen employee commitment to the Company’s success and to align employee interests with those of the Company’s shareholders by providing variable compensation, based on the achievement of performance objectives. To this end, the Plan provides a means of annually rewarding Participants (as defined below) based on the performance of the Company, its subsidiaries or one or more business units and, where appropriate, on a Participant’s personal performance. This Plan is effective for Awards (as defined below) payable on or after January 1, 2023.

2.
Definitions
(a)
“Award” shall mean an incentive award earned by a Participant under the Plan for any Performance Period.
(b)
“Board” shall mean the Company’s Board of Directors.
(c)
“Code” shall mean the Internal Revenue Code of 1986, as amended or any successor statute thereto.
(d)
“Committee” shall mean the Human Capital Committee of the Board.
(e)
“Company” shall mean Universal Display Corporation and any successor corporation.
(f)
“Participant” for any Performance Period (as defined below), shall mean a senior executive employee of the Company or a subsidiary who is designated by the Committee to participate in the Plan.
(g)
“Performance Goals” for any Performance Period, shall mean:
(i)
The performance goals of the Company and its subsidiaries or one or more business units, as specified by the Committee, shall be based on one or more of the following

1

 

 

 

objective criteria or such other criteria determined by the Committee, either in absolute terms or in comparison to publicly available industry standards or indices: stock price, return on equity, assets under management, EBITDA (earnings before interest, taxes, depreciation and amortization), earnings per share, price-earnings multiples, net income, operating income, revenues, working capital, accounts receivable, productivity, margin, net capital employed, return on assets, shareholder return, return on capital employed, increase in assets, operating expense, unit volume, sales, internal sales growth, cash flow, market share, relative performance to a comparison group designated by the Committee, or strategic business criteria consisting of one or more objectives based on meeting specified revenue goals, market penetration goals, customer growth, geographic business expansion goals, cost targets or goals relating to acquisitions or divestitures. The performance goals may relate to one or more business units or the performance of the Company as a whole, or any combination of the foregoing.
(ii)
To the extent applicable, the Committee, in determining whether and to what extent a Performance Goal has been achieved, shall take into consideration information set forth in the Company’s audited financial statements and other objectively determinable information. The Performance Goals established by the Committee may be (but need not be) different each Performance Period, and different Performance Goals may be applicable to different Participants.
(h)
“Performance Period” shall mean the fiscal year of the Company or any other period of months designated by the Committee with respect to which an Award may be earned.
3.
Eligibility

All senior executive employees of the Company and its subsidiaries are eligible to participate in the Plan. The Committee shall designate which senior executive employees shall participate in the Plan for each Performance Period. In order to be eligible to receive an Award with respect to any Performance Period, a designated senior executive employee must be actively employed by the Company or a subsidiary on the payment date for the Award, except as provided in Section 7.

4.
Administration
(a)
Committee Authority. The Plan shall be administered by the Committee. The Committee shall have full discretionary authority to establish the rules and regulations relating to the Plan, to interpret the Plan and those rules and regulations, to select Participants in the Plan, to determine each Participant’s Award amount, to approve all Awards, to establish and calculate achievement of Performance Goals, to decide the facts in any case arising under the Plan and to make all other determinations, including factual determinations, and to take all other actions necessary or appropriate for the proper administration of the Plan, including the delegation of such authority or power, where appropriate. All powers of the Committee shall be executed in its sole discretion, in the best interest of the Company, not as a fiduciary, and in keeping with the objectives of the Plan and need not be uniform as to similarly situated individuals.
(b)
Committee Determinations. By participating in the Plan, Participants acknowledge that all decisions and determinations of the Committee shall be final and binding

2

 

 

 

on the Participant, his or her beneficiaries and any other person having or claiming an interest under such Award. Awards need not be uniform as among Participants. The Committee’s administration of the Plan, including all such rules and regulations, interpretations, selections, determinations, approvals, decisions, delegations, amendments, terminations and other actions, shall be final and binding on the Company and all employees of the Company, including, the Participants and their respective beneficiaries.
5.
Determination of Awards
(a)
Target Awards and Performance Goals. As soon as practicable after the beginning of the Performance Period, the Committee shall determine the senior executive employees who shall be Participants during that Performance Period, each Participant’s target and maximum Award and the Performance Goals, all of which shall be set forth in the Committee’s minutes or otherwise referenced or memorialized in writing. Senior executive employees who are newly hired or who are promoted or transferred into a position eligible to participate in the Plan before the end of the Performance Period may be eligible to receive a prorated Award, as determined by the Committee. The Committee may specify how the financial calculations for the Performance Goals will be made, including what, if any, adjustments shall be made in the event of a change in corporate capitalization, corporate transaction, extraordinary event, change in applicable accounting rules or principles, or other event. The Company shall notify each Participant of the Participant’s target Award and the applicable Performance Goals for the Performance Period.
(b)
Determination of Performance. At the end of each Performance Period, the Committee will determine whether, and to what extent, the applicable Performance Goals have been met for that Performance Period. The Committee may adjust an Award after performance is determined based on the attainment of the Performance Goals.
(c)
Approval of Awards. The Committee shall determine the Awards that will be paid by the Company to each Participant as soon as practicable following the final determination of the Company’s financial results for the relevant Performance Period. A Participant has no contractual right to an Award. The Committee, in its discretion and in keeping with the objectives of the Plan, shall determine whether a Participant will receive an Award and the amount of the Award, if any, through the payment date. No Award is earned unless and until the Committee has determined that the Award is payable to the Participant, the Participant has met all of the conditions of the Plan, and the Award has become payable.
6.
Payment of Awards

Subject to the provisions of Section 7, payment of the Awards determined by the Committee shall be made within 2½ months after the close of the Performance Period. Awards shall be paid in cash or in the form of Company stock or stock units or such other form as determined by the Committee. Any Company stock, stock units or other form of equity grant shall be issued under the Company’s Equity Compensation Plan or a successor plan.

3

 

 

 

7.
Limitations on Rights to Payment of Awards
(a)
Employment. No Participant shall have any right to receive payment of an Award under the Plan for a Performance Period unless the Participant remains employed by the Company through the payment date for the Award as a prerequisite for earning the Award, as determined by the Committee; provided, however, that (i) unless the Committee provides otherwise, if a Participant dies or incurs a long-term disability prior to the payment date, the Participant shall remain eligible to receive a pro-rated portion of any Award that would otherwise have been earned for the Performance Period, and (ii) the Committee may determine in other circumstances that if a Participant’s employment with the Company terminates prior to the payment date, the Participant shall remain eligible to receive a pro-rated portion of any Award that would otherwise have been earned for the Performance Period. If payments are to be made under the Plan after a Participant’s death, such payments shall be made to the personal representative of the Participant’s estate.
(b)
Leaves of Absence. If a Participant is on an authorized leave of absence during the Performance Period, the Participant may be eligible to receive a pro-rated portion of any Award that would otherwise have been earned, as determined by the Committee.
8.
Change of Control

Unless the Committee determines otherwise, if a change of control or other transaction occurs prior to the end of a Performance Period, the Committee may take such actions as it deems appropriate with respect to Awards for the then-current Performance Period, consistent with applicable law.

9.
Deferrals

Notwithstanding the foregoing, the Committee may permit a Participant to defer receipt of an Award that would otherwise be payable to the Participant. The Committee shall establish rules and procedures for any such deferrals, consistent with the applicable requirements of Code section 409A.

10.
Amendments

The Committee may at any time, in whole or in part and for any reason, amend this Plan, without the consent of any Participant.

11.
Termination

The Committee may terminate or suspend, in whole or in part and for any reason, this Plan at any time without the consent of any Participant. In the case of suspension or termination of the Plan, the Committee may take such actions as it deems appropriate with respect to Awards for the then-current Performance Period, consistent with applicable law.

12.
Miscellaneous Provisions

4

 

 

 

(a)
No Employment Right. This Plan is not a contract between the Company and any employee or Participant. Neither the establishment of this Plan, nor any action taken hereunder, shall be construed as giving any employee or any Participant any right to be retained in the employ of the Company. The Company is under no obligation to continue the Plan. Nothing contained in the Plan shall limit or affect in any manner or degree the normal and usual powers of management, exercised by the officers and the Board or committees thereof, to change the duties or the character of employment of any employee or to remove any individual from the employment of the Company at any time, all of which rights and powers are expressly reserved.
(b)
No Assignment. A Participant’s right and interest under the Plan may not be assigned or transferred, except upon death as provided in Section 7 of the Plan, and any attempted assignment or transfer shall be null and void.
(c)
Funding of the Plan; Limitation on Rights. This Plan shall be unfunded. The Company shall not be required to establish any special or separate fund or to make any other segregation of assets to assure the payment of any Awards under this Plan. Nothing contained in the Plan and no action taken pursuant hereto shall create or be construed to create a fiduciary relationship between the Company and any Participant or any other person. No Participant or any other person shall under any circumstances acquire any property interest in any specific assets of the Company. To the extent that any person acquires a right to receive payment from the Company hereunder, such right shall be no greater than the right of any unsecured general creditor of the Company.
(d)
Obligations to the Company. If a Participant becomes entitled to payment of an Award under the Plan, and if at such time the Participant has outstanding any debt, obligation or other liability representing an amount owing to the Company, then the Company may offset such amount owed to it against the Award otherwise distributable. Any determination under this Section 12(d) shall be made by the Committee in its sole discretion.
(e)
Withholding Taxes. All Awards under the Plan shall be subject to applicable federal (including FICA), state and local tax withholding requirements. The Company may require that the Participant or his or her personal representative pay to the Company the amount of any federal, state or local taxes that the Company is required to withhold with respect to such Awards, or the Company may deduct from other wages paid by the Company the amount of any withholding taxes due with respect to such Awards. The Participant shall bear all expense of, and be solely responsible for, all federal, state and local taxes due with respect to any payment received under this Plan.
(f)
Successors. The Plan will be binding upon and inure to the benefit of the Company, its successors and assigns, and each Participant and his or her heirs, executors, administrators and legal representatives.
(g)
Compliance with Law. It is the intent of the Company that the Plan and Awards under the Plan qualify for the “short-term deferral” exception to Code section 409A. If and to the extent that any payment under this Plan is deemed to be deferred compensation subject to the requirements of Code section 409A, this Plan will be administered so that such payments are made in accordance with the requirements of Code section 409A, including the six-month delay

5

 

 

 

required for “specified employees,” if applicable. In no event shall a Participant, directly or indirectly, designate the calendar year of payment, except in accordance with Code section 409A. The Committee may revoke any Award if it is contrary to law or modify an Award to bring it into compliance with any valid and mandatory government regulation.
(h)
Policies. This Plan and Awards under this Plan shall be subject to any applicable clawback or recoupment policy adopted by the Board.
(i)
Governing Law. The validity, construction, interpretation and effect of this Plan shall exclusively be governed by and determined in accordance with the law of the Commonwealth of Pennsylvania, without giving effect to the conflict of laws provisions thereof.

6

 

 

Exhibit 10.15

 

universal display corporation

EQUITY COMPENSATION PLAN

RESTRICTED STOCK UNIT GRANT LETTER

THIS RESTRICTED STOCK UNIT GRANT LETTER (the “Grant Letter”), dated as of ___________ ___, 202_ (the “Grant Date”), is delivered by Universal Display Corporation (the “Company”), to [Name], a key employee of the Company or one of its subsidiaries (the “Grantee”).

RECITALS

WHEREAS, the Universal Display Corporation Equity Compensation Plan, amended and restated effective as of June 19, 2014 (the “Plan”) permits the grant of Restricted Stock Units to employees, non-employee directors, or consultants of the Company and its subsidiaries, in accordance with the terms and provisions of the Plan;

 

WHEREAS, the Company desires to grant Restricted Stock Units to the Grantee, and the Grantee desires to accept such Restricted Stock Units, on the terms and conditions set forth herein and in the Plan; and

WHEREAS, the applicable provisions of the Plan are incorporated into this Grant Letter by reference, including the definitions of terms contained in the Plan (unless such terms are otherwise defined herein).

NOW, THEREFORE, the parties hereto, intending to be legally bound hereby, agree as follows:

1.
Grant of Restricted Stock Units.

Subject to the terms and vesting conditions hereinafter set forth, the Company hereby awards to the Grantee ___________ restricted stock units under the Plan (hereinafter, the “Restricted Stock Units”), subject to the vesting and other conditions of this Grant Letter.

2.
Vesting.
(a)
General Vesting Terms. Provided the Grantee remains employed by the Company or a subsidiary through the vesting dates set forth in this Section 2 (the “Vesting Dates”) and meets any applicable vesting requirements set forth in this Grant Letter, except as set forth in Section 2(b) and 2(c) below, the Restricted Stock Units awarded under this Grant Letter shall vest pro-rata over a three (3) year period from the Grant Date as follows (the period over which the Restricted Stock Units vest is referred to as the “Vesting Period”):

Vesting Date

Number of Vested Restricted Stock Units

________, 202__

________, 202__

________, 202__

_______ Restricted Stock Units

________Restricted Stock Units

_______ Restricted Stock Units

 

1

 

 

(b)
Death or Disability. If the Grantee terminates employment during the Vesting Period because of the Grantee’s death or “Disability” (as defined below), the Grantee shall vest in a portion of the Restricted Stock Units. Such pro-ration shall be applied by multiplying the number of Restricted Stock Units by a fraction, the numerator of which is the number of months of service actually completed by the Grantee during the applicable Vesting Period prior to such termination of employment (rounded up to the next whole month), and the denominator of which is 12 (i.e., the number of months in the applicable Vesting Period). “Disability” shall mean that the Grantee is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than 12 months, as determined by the Committee in its discretion.
(c)
Corporate Changes. In the event of a corporate change under Section 13 of the Plan, the Restricted Stock Units may vest as set forth in Section 13 of the Plan.
(d)
Termination other than due to Death or Disability. Except as provided in Section 2(b), in the event of a termination of employment, the Grantee will forfeit all Restricted Stock Units that do not vest either before the termination date or on the termination date associated with such termination. No Restricted Stock Units will vest after the Grantee’s employment with the Company or a subsidiary has terminated for any reason. In the event a Grantee’s employment is terminated by the Company or a subsidiary for cause, as determined by the Committee, all outstanding Restricted Stock Units held by such Grantee shall immediately terminate and be of no further force or effect.
3.
Restricted Stock Units Account.

The Company shall establish a bookkeeping account on its records for the Grantee and shall credit the Grantee’s Restricted Stock Units to the bookkeeping account.

4.
Payment of Restricted Stock Units.
(a)
If the Restricted Stock Units vest in accordance with Section 2(a), the Grantee shall be entitled to receive the equivalent number of shares of common stock of the Company (“Common Stock”) corresponding to the vested Restricted Stock Units as of the Vesting Date.
(b)
If the Restricted Stock Units vest in accordance with Section 2(b), the Grantee shall be entitled to receive the equivalent number of shares of Common Stock corresponding to the vested Restricted Stock Units as of the date of the Grantee’s termination of employment on account of death or Disability, as applicable.
(c)
If the Restricted Stock Units vest in accordance with Section 2(c) due to a corporate change as set forth in Section 13 of the Plan that qualifies as a “change in control event” under section 409A of the Code, the Grantee shall be entitled to receive the equivalent number of shares of Common Stock corresponding to the vested Restricted Stock Units as of the corporate change under Section 13 of the Plan. If the corporate change as set forth in Section 13 of the Plan is not a “change in control event” under section 409A of the Code, distribution of the shares of Common Stock shall be made on the regular schedule set forth in Section 4(a) or (b) above, as applicable, to the extent required under section 409A of the Code.

2

 

(d)
Within 30 days after the Vesting Date (for distributions under Section 4(a)), within 30 days after the date of termination of employment (for distributions under Section 4(b)), or upon closing of a corporate event under Section 4(c), as applicable, each vested Restricted Stock Unit shall be settled in stock as one share of Common Stock for every vested Restricted Stock Unit, and the Company shall deliver to the Grantee a stock certificate (or make an appropriate book entry for such shares) for the number of shares of Common Stock equal to the number of vested Restricted Stock Units being settled, subject to payment of any federal, state, local, or foreign withholding taxes as described in Section 12 below, and subject to compliance with section 409A of the Code, if applicable. The obligation of the Company to deliver the shares upon vesting shall be subject to the rights of the Company as set forth in the Plan and to all applicable laws, rules, regulations, and such approvals by governmental agencies as may be deemed appropriate by the Committee.
5.
Certain Corporate Changes.

If there is any change made to the Common Stock (whether by reason of a stock dividend, extraordinary dividend or distribution, recapitalization, stock split, combination of shares, exchange of shares, merger, reorganization, consolidation, reclassification, change in par value, or any other change in capital structure made without receipt of consideration), then unless such event or change results in the termination of all the Restricted Stock Units granted under this Grant Letter, the Committee shall proportionately adjust, as provided in the Plan, the number and class of shares underlying the Restricted Stock Units held by the Grantee to reflect the effect of such event or change in the Company’s capital structure in such a way as to prevent the enlargement or dilution of rights and benefits under the Restricted Stock Units. Any adjustment that occurs under the terms of this Section 5 or the Plan will not change the timing or form of payment with respect to any Restricted Stock Units.

6.
Limited Stockholder Rights.

From the time of the Grant Date, the Grantee shall have the right to receive dividends and other distributions payable in cash declared and paid by the Company with respect to the shares of Common Stock subject to the Restricted Stock Units prior to the vesting of the Restricted Stock Units in accordance with the terms of this Grant Letter. The Grantee, however, has no other ownership rights and privileges of a stockholder, including no voting rights, until the Restricted Stock Units have vested and the delivery of shares of Common Stock as provided for herein.

 

7.
Retention Rights.

Neither the award of Restricted Stock Units, nor any other action taken with respect to the Restricted Stock Units, shall confer upon the Grantee any right to continue in the employ or service of the Company or a subsidiary or shall interfere in any way with the right of the Company or a subsidiary to terminate Grantee’s employment or service at any time.

8.
Restrictive Covenants.

(a) The Grantee acknowledges and agrees that, during the Grantee’s employment with the Company and its affiliates, and for the twelve (12) month period following the Grantee’s termination of employment for any reason, the Grantee will not be employed for, engaged as a

3

 

consultant or researcher for, or otherwise perform services for any business or enterprise directly engaged in, or with affiliates directly engaged in, the business of researching, developing, licensing, selling, distributing, marketing or otherwise commercializing organic light emitting device (“OLED”) technology, chemicals or manufacturing equipment. The Grantee further agrees that, given the nature of the Company’s business and the locations of its clients, a worldwide geographic scope is appropriate and reasonable.

(b) For purposes of this Agreement, the Grantee acknowledges and agrees that the terms “Confidential Information” and “Trade Secrets” shall mean information that the Company or any of its affiliates owns or possesses, that the Company or its affiliates have developed at significant expense and effort, that they use or that is potentially useful in the business of the Company or its affiliates, that the Company or its affiliates treat as proprietary, private or confidential, and that is not generally known to the public. The Grantee further acknowledges that the Grantee’s relationship with the Company is one of confidence and trust such that the Grantee has in the past been, and may in the future be, privy to Confidential Information and Trade Secrets of the Company or any of its affiliates.

(c) The Grantee covenants and agrees that during the term of the Grantee’s employment by the Company and for a period to two (2) years following termination of employment for any reason, the Grantee shall not, directly or indirectly through others, (i) hire or attempt to hire any employee of the Company or any of its affiliates, (ii) solicit or attempt to solicit any employee of the Company or its affiliates to become an employee, consultant, or independent contractor to, for, or of any other person or business entity, or (iii) solicit or attempt to solicit any employee, or any consultant or independent contractor of the Company or any of its affiliates to change or terminate his or her relationship with the Company or any of its affiliates, unless in each case more than three months shall have elapsed between the last day of such person’s employment or service with the Company or any of its affiliates and the first date of such solicitation or hiring or attempt to solicit or hire. If any employee, consultant, or independent contractor is hired or solicited by any entity that has hired or agreed to hire the Grantee, such hiring or solicitation shall be conclusively presumed to be a violation of this Grant Letter; provided, however, that any hiring or solicitation pursuant to a general solicitation conducted by an entity that has hired or agreed to hire the Grantee, or by a headhunter employed by such entity, which does not involve the Grantee, shall not be a violation of this Section 8(c).

(d) The Grantee covenants and agrees that during the term of the Grantee’s employment by the Company or its affiliates and for a period to two (2) years following termination of employment for any reason, the Grantee shall not, either directly or indirectly through others:

(i) solicit, divert, appropriate, or do business with, or attempt to solicit, divert, appropriate, or do business with, any customer for whom the Company or any of its affiliates provided goods or services within 12 months prior to the Grantee’s date of termination or any actively sought prospective customer of the Company or any of its affiliates for the purpose of providing such customer or actively sought prospective customer with services or products competitive with those offered by the Company or any of its affiliates during the Grantee’s employment with the Company or any of its affiliates, or

(ii) encourage any customer for whom the Company or any of its affiliates provided goods or services within 12 months prior to the Grantee’s date of termination to reduce the level or amount of business such customer conducts with the Company or any of its affiliates.

(e) The Grantee acknowledges and agrees that the business of the Company and its affiliates is highly competitive, that the Confidential Information and Trade Secrets have been developed by the Company at significant expense and effort, and that the restrictions contained

4

 

in this Section 8 are reasonable and necessary to protect the legitimate business interests of the Company and its affiliates.

(f) Because the Grantee’s services are personal and unique and the Grantee has had and will continue to have access to and has become and will continue to become acquainted with Confidential Information and Trade Secrets, the parties to this Grant Letter acknowledge and agree that any breach by the Grantee of any of the covenants or agreements contained in Section 8 will result in irreparable injury to the Company or any of its affiliates, as the case may be, for which money damages could not adequately compensate such entity. Therefore, the Company or any of its affiliates shall have the right (in addition to any other rights and remedies which it may have at law or in equity and in addition to the forfeiture requirements set forth in Section 8(g) below) to seek to enforce Section 8 and any of its provisions by injunction, specific performance, or other equitable relief, without bond and without prejudice to any other rights and remedies that the Company or any of its affiliates may have for a breach, or threatened breach, of the restrictive covenants set forth in Section 8. The Grantee agrees that in any action in which the Company or any of its affiliates seeks injunction, specific performance, or other equitable relief, the Grantee will not assert or contend that any of the provisions of Section 8 are unreasonable or otherwise unenforceable. The Grantee irrevocably and unconditionally (i) agrees that any legal proceeding arising out of this paragraph or the obligations set forth in this Agreement may be brought in the State Courts of the Commonwealth of Pennsylvania or the United States District Court for the Eastern District of Pennsylvania, (ii) consents to the non-exclusive jurisdiction of such court in any such proceeding, and (iii) waives any objection to the laying of venue of any such proceeding in any such court. The Grantee also irrevocably and unconditionally consents to the service of any process, pleadings, notices, or other papers.

(g) The Grantee acknowledges and agrees that in the event the Grantee breaches any of the covenants or agreements contained in this Section 8:

(i) The Committee may in its discretion determine that the Grantee shall forfeit all of the outstanding Restricted Stock Units, and the outstanding Restricted Stock Units shall immediately terminate, and

(ii) The Committee may in its discretion require the Grantee to return to the Company any shares of Common Stock received in settlement of the Restricted Stock Units; provided, that if the Grantee has disposed of any shares of Common Stock received in settlement of the Restricted Stock Units, then the Committee may require the Grantee to pay to the Company, in cash, the fair market value of such shares of Common Stock as of the date of disposition. The Committee shall exercise the right of recoupment provided in this Section 8(g)(ii) within 180 days after the Committee’s discovery of the Grantee’s breach of any of the covenants or agreements contained in this Section 8.

(h) If any portion of the covenants or agreements contained in this Section 8, or the application hereof, is construed to be invalid or unenforceable, the other portions of such covenants or agreements or the application thereof shall not be affected and shall be given full force and effect without regard to the invalid or unenforceable portions to the fullest extent possible. If any covenant or agreement in this Section 8 is held to be unenforceable because of the duration thereof or the scope thereof, then the court making such determination shall have the power to reduce the duration and limit the scope thereof, and the covenant or agreement shall then be enforceable in its reduced form. The covenants and agreements contained in this Section 8 shall survive the termination of this Agreement.

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9.
Amendment.

This award may be amended by the Committee, in whole or in part, in accordance with the applicable terms of the Plan.

10.
Notice.

Any notice to the Company provided for in this Grant Letter shall be addressed to it in care of the Corporate Secretary of the Company, 250 Phillips Boulevard, Ewing, New Jersey 08618, and any notice to the Grantee shall be addressed to such Grantee at the current address shown on the payroll system of the Company or a subsidiary thereof, or to such other address as the Grantee may designate to the Company in writing. Any notice provided for hereunder shall be delivered by hand, sent by telecopy or electronic mail, or enclosed in a properly sealed envelope addressed as stated above, registered and deposited, postage and registry fee prepaid in the United States mail or other mail delivery service. Notice to the Company shall be deemed effective upon receipt. By receipt of this Grant Letter, Grantee hereby consents to the delivery of information (including without limitation, information required to be delivered to the Grantee pursuant to the applicable securities laws) regarding the Company, the Plan, and the Restricted Stock Units via the Company’s electronic mail system or other electronic delivery system.

11.
Incorporation of Plan by Reference.

This Grant Letter is made pursuant to the terms of the Plan, the terms of which are incorporated herein by reference, and shall in all respects be interpreted in accordance therewith. The decisions of the Committee shall be conclusive upon any question arising hereunder. The Grantee’s receipt of the Restricted Stock Units awarded under this Grant Letter constitutes such Grantee’s acknowledgment that all decisions and determinations of the Committee with respect to the Plan, this Grant Letter, and/or the Restricted Stock Units shall be final and binding on the Grantee, his or her beneficiaries, and any other person having or claiming an interest in such Restricted Stock Units. The settlement of any award with respect to Restricted Stock Units is subject to the provisions of the Plan and to interpretations, regulations, and determinations concerning the Plan as established from time to time by the Committee in accordance with the provisions of the Plan. A copy of the Plan will be furnished to each Grantee upon request.

12.
Income Taxes; Withholding Taxes.

The Grantee is solely responsible for the satisfaction of taxes and penalties that may arise in connection with the Restricted Stock Units pursuant to this Grant Letter. At the time of taxation, the Company shall have the right to deduct from other compensation, or to withhold from the amounts payable under the Restricted Stock Unit, including from shares of Common Stock, an amount equal to the federal (including FICA), state, local, and foreign income taxes and other amounts as may be required by law to be withheld with respect to the taxation of the Restricted Stock Units, provided that any share withholding shall not exceed the Grantee’s minimum applicable withholding tax rate for federal (including FICA), state, local, and foreign tax liabilities.

 

6

 

13.
Governing Law.

The validity, construction, interpretation, and effect of this instrument shall exclusively be governed by, and determined in accordance with, the applicable laws of the Commonwealth of Pennsylvania, excluding any conflicts or choice of law rule or principle.

14.
Assignment.

This Grant Letter shall bind and inure to the benefit of the successors and assignees of the Company. The Grantee may not sell, assign, transfer, pledge, or otherwise dispose of the Restricted Stock Units, except to a successor Grantee in the event of the Grantee’s death.

15.
Section 409A.

This Grant Letter is intended to comply with the applicable requirements of section 409A of the Code, as set forth in Section 23.3 of the Plan.

16.
Company Policies.

All Restricted Stock Units under this Grant Letter shall be subject to any applicable clawback or recoupment policies, share trading policies, and other policies that may be implemented by the Board from time to time.

IN WITNESS WHEREOF, the Company has caused its duly authorized officer to execute and attest this instrument, and the Grantee has placed his or her signature hereon, effective as of the date of the grant set forth above.

 

Universal Display Corporation

 

By: __________________________________

Name: Steven V. Abramson

Title: President & CEO

 

 

GRANTEE ACCEPTANCE

I, _______________________, hereby accept the award of the Restricted Stock Units described in this Grant Letter pursuant to the terms and conditions described herein, and I agree to be bound by all terms of the Plan and this Grant Letter. I hereby agree that all decisions and determinations of the Committee with respect to the Restricted Stock Units shall be final and binding.

Acknowledged and Agreed by the Grantee:

 

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By: _______________________________

[NAME]

 

Date: _

 

 

 

8

 

Exhibit 10.16

 

Universal Display Corporation

EQUITY COMPENSATION PLAN

 

PERFORMANCE UNIT GRANT LETTER

 

 

THIS PERFORMANCE UNIT GRANT LETTER (the “Grant Letter”), dated as of [ ] (the “Grant Date”), is delivered by Universal Display Corporation (the “Company”), to [ ], a key employee of the Company or one of its subsidiaries (the “Grantee”).

RECITALS

WHEREAS, the Universal Display Corporation Equity Compensation Plan, amended and restated effective as of June 19, 2014 (the “Plan”) permits the grant of stock units based on the achievement of certain performance goals (“Performance Units”) to employees, non-employee directors, or consultants of the Company and its subsidiaries, in accordance with the terms and provisions of the Plan;

WHEREAS, the Company desires to grant Performance Units to the Grantee, and the Grantee desires to accept such Performance Units, on the terms and conditions set forth herein and in the Plan;

WHEREAS, the Performance Units granted pursuant to this Grant Letter shall vest based on the attainment of performance goals related to total shareholder return and revenue growth, as described in Schedule A (“Performance Goals”); and

WHEREAS, the applicable provisions of the Plan are incorporated into this Grant Letter by reference, including the definitions of terms contained in the Plan (unless such terms are otherwise defined herein).

NOW, THEREFORE, the parties hereto, intending to be legally bound hereby, agree as follows:

1.
Grant of Performance Units.

Subject to the terms and vesting conditions hereinafter set forth, the Company hereby awards to the Grantee a target award of [ ] Performance Units (hereinafter, the “Target Award”) under the Plan.

2.
Vesting.
(a)
General Vesting Terms. Except as set forth in Sections 2(b) and 2(c) below, the Grantee shall vest in a number of Performance Units based on the attainment of the Performance Goals as of the end of the Performance Period (defined below), provided that the Grantee remains employed by the Company or a subsidiary through [ ] (the “Vesting Date”). The performance period shall begin [ ] (the “Performance Period Start Date”) and shall end [ ] (the “Performance Period End Date” and, together with the Performance Period Start Date, the “Performance Period”). The period beginning on [

1

 

] and ending on the Vesting Date shall be referred to as the “Vesting Period.” Except as specifically provided for below in this Section 2, no Performance Units will vest for any reason prior to the Vesting Date, and in the event of a termination of the Grantee’s employment prior to the Vesting Date, the Grantee will forfeit all Performance Units that have not yet vested as of the termination date. Except as provided in Section 2(c) below, if the Performance Goals are not attained at the end of the Performance Period, the Performance Units will be immediately forfeited. Except as otherwise set forth in this Grant Letter, at the end of the Performance Period, the Human Capital Committee of the Board of Directors or such other persons as they may properly delegate (the “Committee”) will determine whether and to what extent the Performance Goals have been met and the amount earned with respect to the Performance Units, and will certify such attainment of the Performance Goals (“Performance Goal Certification”). The Grantee may earn up to [ ] percent ([ ]%) of the Target Award based on the attainment of the Performance Goals.
(b)
Death or Disability. If the Grantee terminates employment during the Vesting Period because of the Grantee’s death or “Disability” (as defined below), the Grantee shall earn a pro-rata portion of the outstanding Performance Units based on attainment of the Performance Goals described on Schedule A, as determined following the end of the Performance Period (or as determined under Section 2(c), if applicable). The pro-rated portion shall be determined based on the number of Performance Units earned based on the attainment of the Performance Goals during the Performance Period, multiplied by a fraction, the numerator of which is the number of days of service actually completed by the Grantee during the Vesting Period prior to such termination of employment, and the denominator of which is the number of days from the commencement of the Performance Period through the Vesting Date, inclusive, as determined by the Committee). “Disability” shall mean that the Grantee is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than 12 months, as determined by the Committee in its discretion.
(c)
Corporate Changes. In the event of a corporate change under Section 13 of the Plan, the Performance Units shall vest and the Performance Goals shall be deemed to have been attained at such a level that the Grantee shall have earned one hundred percent (100%) of the Target Award.
(d)
Termination other than due to Death or Disability. Except as provided in Section 2(b), in the event of a termination of employment, the Grantee will forfeit all Performance Units that do not vest either before the termination date or on the termination date associated with such termination. Except as provided in Section 2(b), no Performance Units will vest after the Grantee’s employment with the Company or a subsidiary has terminated for any reason. In the event a Grantee’s employment is terminated by the Company or a subsidiary for cause, as determined by the Committee, all outstanding Performance Units held by such Grantee shall immediately terminate and be of no further force or effect.
3.
Performance Units Account.

The Company shall establish a bookkeeping account on its records for the Grantee and shall credit the Grantee’s Performance Units to the bookkeeping account.

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4.
Payment of Performance Units.
(a)
If the Performance Units vest in accordance with Section 2(a) or Section 2(b), the Grantee shall be entitled to receive upon vesting the equivalent number of shares of common stock of the Company (“Common Stock”) corresponding to the vested Performance Units. The shares of Common Stock shall be distributed as soon as reasonably possible after the Performance Goal Certification is completed and shall not be subject to any holding requirement.
(b)
If the Performance Units vest in accordance with Section 2(c) due to a corporate change as set forth in Section 13 of the Plan that qualifies as a “change in control event” under section 409A of the Code, the Grantee shall be entitled to receive the equivalent number of shares of Common Stock corresponding to the vested Performance Units as of the corporate change under Section 13 of the Plan. If the corporate change as set forth in Section 13 of the Plan is not a “change in control event” under section 409A of the Code, distribution of the shares of Common Stock shall be made on the regular schedule set forth in Section 4(a), to the extent required under section 409A of the Code.
(c)
For distributions under Section 4(a), or upon the closing date of the corporate change as set forth in Section 13 of the Plan, for distributions under Section 4(b), as applicable, each vested Performance Unit credited to the Grantee’s account shall be settled in stock as one share of Common Stock for every vested Performance Unit, and the Company shall deliver to the Grantee a stock certificate (which shall not restrict the transfer, pledge, or assignment of the shares), or make an appropriate book entry for such shares, for the number of shares of Common Stock equal to the number of vested Performance Units being settled, subject to payment of any federal, state, local, or foreign withholding taxes as described in Section 12 below, and subject to compliance with section 409A of the Code, if applicable. The obligation of the Company to deliver the shares upon vesting shall be subject to the rights of the Company as set forth in the Plan and to all applicable laws, rules, regulations, and such approvals by governmental agencies as may be deemed appropriate by the Committee.
5.
Certain Corporate Changes.

If there is any change made to the Common Stock (whether by reason of a stock dividend, extraordinary dividend or distribution, recapitalization, stock split, combination of shares, exchange of shares, merger, reorganization, consolidation, reclassification, change in par value, or any other change in capital structure made without receipt of consideration), then unless such event or change results in the termination of all the Performance Units granted under this Grant Letter, the Committee shall proportionately adjust, as provided in the Plan, the number and class of shares underlying the Performance Units held by the Grantee to reflect the effect of such event or change in the Company’s capital structure in such a way as to prevent the enlargement or dilution of rights and benefits under the Performance Units. Any adjustment that occurs under the terms of this Section 5 or the Plan will not change the timing or form of payment with respect to any Performance Units.

6.
No Stockholder Rights.

The Grantee has no voting rights, no rights to receive dividends, and no other ownership rights and privileges of a stockholder with respect to the shares of Common Stock subject to the Performance Units prior to the delivery of shares of Common Stock after vesting. Notwithstanding the foregoing, should any dividend or other distribution payable in cash be

3

 

declared and paid on the outstanding Common Stock while one or more Performance Units remain subject to this award (i.e., those shares of Common Stock are not otherwise issued and outstanding for purposes of entitlement to the dividend or distribution), then a special book account shall be established for the Grantee and credited with a dividend equivalent to the actual dividend or distribution which would have been paid on those shares of Common Stock had they been issued and outstanding and entitled to that dividend or distribution. No interest will be credited to any such account. The dividend equivalents shall vest in accordance with the vesting provisions in effect hereunder for the particular shares of Common Stock to which they relate and shall be distributed to the Grantee (in cash or such other form as the Committee may deem appropriate) concurrently with the issuance of those vested shares of Common Stock, subject to applicable tax withholding. In no event shall any dividend equivalents vest or become distributable unless the shares of Common Stock to which they relate vest in accordance with the terms of this Grant Letter.

7.
Retention Rights.

Neither the award of Performance Units, nor any other action taken with respect to the Performance Units, shall confer upon the Grantee any right to continue in the employ or service of the Company or a subsidiary or shall interfere in any way with the right of the Company or a subsidiary to terminate Grantee’s employment or service at any time.

8.
Restrictive Covenants.

(a) The Grantee acknowledges and agrees that, during the Grantee’s employment with the Company and its affiliates, and for the twelve (12) month period following the Grantee’s termination of employment for any reason, the Grantee will not be employed for, engaged as a consultant or researcher for, or otherwise perform services for any business or enterprise directly engaged in, or with affiliates directly engaged in, the business of researching, developing, licensing, selling, distributing, marketing or otherwise commercializing organic light emitting device (“OLED”) technology, chemicals or manufacturing equipment. The Grantee further agrees that, given the nature of the Company’s business and the locations of its clients, a worldwide geographic scope is appropriate and reasonable.

(b) For purposes of this Agreement, the Grantee acknowledges and agrees that the terms “Confidential Information” and “Trade Secrets” shall mean information that the Company or any of its affiliates owns or possesses, that the Company or its affiliates have developed at significant expense and effort, that they use or that is potentially useful in the business of the Company or its affiliates, that the Company or its affiliates treat as proprietary, private or confidential, and that is not generally known to the public. The Grantee further acknowledges that the Grantee’s relationship with the Company is one of confidence and trust such that the Grantee has in the past been, and may in the future be, privy to Confidential Information and Trade Secrets of the Company or any of its affiliates.

(c) The Grantee covenants and agrees that during the term of the Grantee’s employment by the Company and for a period to two (2) years following termination of employment for any reason, the Grantee shall not, directly or indirectly through others, (i) hire or attempt to hire any employee of the Company or any of its affiliates, (ii) solicit or attempt to solicit any employee of the Company or its affiliates to become an employee, consultant, or independent contractor to, for, or of any other person or business entity, or (iii) solicit or attempt to solicit any employee, or any consultant or independent contractor of the Company or any of its affiliates to change or terminate his or her relationship with the Company or any of its affiliates, unless in each case

4

 

more than three months shall have elapsed between the last day of such person’s employment or service with the Company or any of its affiliates and the first date of such solicitation or hiring or attempt to solicit or hire. If any employee, consultant, or independent contractor is hired or solicited by any entity that has hired or agreed to hire the Grantee, such hiring or solicitation shall be conclusively presumed to be a violation of this Grant Letter; provided, however, that any hiring or solicitation pursuant to a general solicitation conducted by an entity that has hired or agreed to hire the Grantee, or by a headhunter employed by such entity, which does not involve the Grantee, shall not be a violation of this Section 8(c).

(d) The Grantee covenants and agrees that during the term of the Grantee’s employment by the Company or its affiliates and for a period to two (2) years following termination of employment for any reason, the Grantee shall not, either directly or indirectly through others:

(i) solicit, divert, appropriate, or do business with, or attempt to solicit, divert, appropriate, or do business with, any customer for whom the Company or any of its affiliates provided goods or services within 12 months prior to the Grantee’s date of termination or any actively sought prospective customer of the Company or any of its affiliates for the purpose of providing such customer or actively sought prospective customer with services or products competitive with those offered by the Company or any of its affiliates during the Grantee’s employment with the Company or any of its affiliates, or

(ii) encourage any customer for whom the Company or any of its affiliates provided goods or services within 12 months prior to the Grantee’s date of termination to reduce the level or amount of business such customer conducts with the Company or any of its affiliates.

(e) The Grantee acknowledges and agrees that the business of the Company and its affiliates is highly competitive, that the Confidential Information and Trade Secrets have been developed by the Company at significant expense and effort, and that the restrictions contained in this Section 8 are reasonable and necessary to protect the legitimate business interests of the Company and its affiliates.

(f) Because the Grantee’s services are personal and unique and the Grantee has had and will continue to have access to and has become and will continue to become acquainted with Confidential Information and Trade Secrets, the parties to this Grant Letter acknowledge and agree that any breach by the Grantee of any of the covenants or agreements contained in Section 8 will result in irreparable injury to the Company or any of its affiliates, as the case may be, for which money damages could not adequately compensate such entity. Therefore, the Company or any of its affiliates shall have the right (in addition to any other rights and remedies which it may have at law or in equity and in addition to the forfeiture requirements set forth in Section 8(g) below) to seek to enforce Section 8 and any of its provisions by injunction, specific performance, or other equitable relief, without bond and without prejudice to any other rights and remedies that the Company or any of its affiliates may have for a breach, or threatened breach, of the restrictive covenants set forth in Section 8. The Grantee agrees that in any action in which the Company or any of its affiliates seeks injunction, specific performance, or other equitable relief, the Grantee will not assert or contend that any of the provisions of Section 8 are unreasonable or otherwise unenforceable. The Grantee irrevocably and unconditionally (i) agrees that any legal proceeding arising out of this paragraph or the obligations set forth in this Agreement may be brought in the State Courts of the Commonwealth of Pennsylvania or the United States District Court for the Eastern District of Pennsylvania, (ii) consents to the non-exclusive jurisdiction of such court in any such proceeding, and (iii) waives any objection to the laying of venue of any such proceeding in any such court. The Grantee also irrevocably and unconditionally consents to the service of any process, pleadings, notices, or other papers.

(g) The Grantee acknowledges and agrees that in the event the Grantee breaches any of the covenants or agreements contained in this Section 8:

5

 

(i) The Committee may in its discretion determine that the Grantee shall forfeit all of the outstanding Performance Units, and the outstanding Performance Units shall immediately terminate, and

(ii) The Committee may in its discretion require the Grantee to return to the Company any shares of Common Stock received in settlement of the Performance Units; provided, that if the Grantee has disposed of any shares of Common Stock received in settlement of the Performance Units, then the Committee may require the Grantee to pay to the Company, in cash, the fair market value of such shares of Common Stock as of the date of disposition. The Committee shall exercise the right of recoupment provided in this Section 8(g)(ii) within 180 days after the Committee’s discovery of the Grantee’s breach of any of the covenants or agreements contained in this Section 8.

(h) If any portion of the covenants or agreements contained in this Section 8, or the application hereof, is construed to be invalid or unenforceable, the other portions of such covenants or agreements or the application thereof shall not be affected and shall be given full force and effect without regard to the invalid or unenforceable portions to the fullest extent possible. If any covenant or agreement in this Section 8 is held to be unenforceable because of the duration thereof or the scope thereof, then the court making such determination shall have the power to reduce the duration and limit the scope thereof, and the covenant or agreement shall then be enforceable in its reduced form. The covenants and agreements contained in this Section 8 shall survive the termination of this Agreement.

9.
Amendment.

This award may be amended by the Committee, in whole or in part, in accordance with the applicable terms of the Plan.

10.
Notice.

Any notice to the Company provided for in this Grant Letter shall be addressed to it in care of the Corporate Secretary of the Company, 250 Phillips Boulevard, Ewing, New Jersey 08618, and any notice to the Grantee shall be addressed to such Grantee at the current address shown on the payroll system of the Company or a subsidiary thereof, or to such other address as the Grantee may designate to the Company in writing. Any notice provided for hereunder shall be delivered by hand, sent by telecopy or electronic mail, or enclosed in a properly sealed envelope addressed as stated above, registered and deposited, postage and registry fee prepaid in the United States mail or other mail delivery service. Notice to the Company shall be deemed effective upon receipt. By receipt of this Grant Letter, Grantee hereby consents to the delivery of information (including without limitation, information required to be delivered to the Grantee pursuant to the applicable securities laws) regarding the Company, the Plan, and the Performance Units via the Company’s electronic mail system or other electronic delivery system.

11.
Incorporation of Plan by Reference.

This Grant Letter is made pursuant to the terms of the Plan, the terms of which are incorporated herein by reference, and shall in all respects be interpreted in accordance therewith. The decisions of the Committee shall be conclusive upon any question arising hereunder. The Grantee’s receipt of the Performance Units awarded under this Grant Letter constitutes such Grantee’s acknowledgment that all decisions and determinations of the Committee with respect to the Plan, this Grant Letter, and/or the Performance Units shall be final and binding on the Grantee, his or her beneficiaries, and any other person having or claiming an interest in such

6

 

Performance Units. The settlement of any award with respect to Performance Units is subject to the provisions of the Plan and to interpretations, regulations, and determinations concerning the Plan as established from time to time by the Committee in accordance with the provisions of the Plan. A copy of the Plan will be furnished to each Grantee upon request.

12.
Income Taxes; Withholding Taxes.

The Grantee is solely responsible for the satisfaction of taxes and penalties that may arise in connection with the Performance Units pursuant to this Grant Letter. At the time of taxation, the Company shall have the right to deduct from other compensation, or to withhold from the amounts payable under the Performance Units, including from shares of Common Stock, an amount equal to the federal (including FICA), state, local, and foreign income taxes and other amounts as may be required by law to be withheld with respect to the taxation of the Performance Units, provided that any share withholding shall not exceed the Grantee’s minimum applicable withholding tax rate for federal (including FICA), state, local, and foreign tax liabilities.

13.
Governing Law.

The validity, construction, interpretation, and effect of this instrument shall exclusively be governed by, and determined in accordance with, the applicable laws of the Commonwealth of Pennsylvania, excluding any conflicts or choice of law rule or principle.

14.
Assignment.

This Grant Letter shall bind and inure to the benefit of the successors and assignees of the Company. The Grantee may not sell, assign, transfer, pledge, or otherwise dispose of the Performance Units, except to a successor Grantee in the event of the Grantee’s death.

15.
Section 409A.

This Grant Letter is intended to comply with the applicable requirements of section 409A of the Code, as set forth in Section 23.3 of the Plan.

16.
Company Policies.

All Performance Units under this Grant Letter shall be subject to any applicable clawback or recoupment policies, share trading policies, and other policies that may be implemented by the Board from time to time.

7

 

IN WITNESS WHEREOF, the Company has caused its duly authorized officer to execute and attest this instrument, and the Grantee has placed his or her signature hereon, effective as of the date of the grant set forth above.

 

Universal Display Corporation

 

 

By: ________________________________

Name: Steven V. Abramson

Title: President and CEO

 

 

I, [ ], hereby accept the award of the Performance Units described in this Grant Letter pursuant to the terms and conditions described herein, and I agree to be bound by all terms of the Plan and this Grant Letter. I hereby agree that all decisions and determinations of the Committee with respect to the Performance Units shall be final and binding.

 

Acknowledged and Agreed by the Grantee:

 

 

By: _______________________________

[ ]

 

Date: _____________________________

 

8

 

Schedule A

Performance Goals

1.
Performance Goals. The Performance Units shall vest based on continual employment (as described in the Grant Letter) and based on the Company’s achievement of [ ]
2.
General Vesting Terms. [ ] No vesting shall occur unless and until the Committee certifies that the Performance Goals have been achieved. Any fractional Performance Unit resulting from the vesting of the Performance Units shall be rounded down to the nearest whole number. Any portion of the Performance Units that does not vest as of the end of the Performance Period shall be forfeited as of the end of the Performance Period. In no event shall the maximum number of Performance Units that may be payable pursuant to this Grant Letter exceed [ ] of the Target Award.

 

9

 

Exhibit 10.23

 

 

AMENDED AND RESTATED
CHANGE IN CONTROL AGREEMENT

 

 

This Amended and Restated Change in Control Agreement (the “Agreement”) is made as of September 6, 2022, by and between Universal Display Corporation (the “Company”), and Brian Millard (“Employee”).

WHEREAS, the Company believes that appropriate steps should be taken to reinforce and encourage the continued attention and dedication of Employee to the Company without distraction notwithstanding the fact that the Company could be subject to a “Change in Control” (as hereinafter defined), and that such possibility, and the uncertainty and questions which it may raise among management, may result in the departure or distraction of key management personnel to the detriment of the Company;

WHEREAS, in consideration for Employee agreeing to continue in employment with the Company and its affiliate and agreeing to keep Company information confidential and not to compete with the Company (as hereinafter defined), the Company agrees that Employee shall receive the compensation set forth in this Agreement as a cushion against the financial and career impact on Employee in the event Employee’s employment with the Company is involuntarily terminated in connection with a Change in Control; and

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements hereinafter set forth and intending to be legally bound hereby, the Company and Employee (individually a “Party” and together, the “Parties”) agree as follows:

1.
Definitions.
(a)
“Annual Base Salary” shall mean twelve (12) times the greater of: (a) the highest monthly base salary paid or payable (including any base salary which has been earned but deferred and any car allowance) to Employee by the Company and its affiliates (as defined in Section 1504 of the Code without regard to subsection (b) thereof), together with any and all salary reduction authorized amounts under any of the Company’s and its affiliates’ benefit plans or programs, during the twenty-four (24) month period immediately preceding the date of the Change in Control, or (b) the monthly base salary paid or payable to Employee by the Company and its affiliates (including authorized deferrals, salary reduction amounts and any car allowance), together with any and all salary reduction authorized amounts under any of the Company’s and its affiliates’ benefit plans or programs, for the last full month immediately prior to Employee’s Termination of Employment.
(b)
“Annual Bonus” shall mean an amount equal to Employee’s highest annual bonus for the last three (3) full fiscal years prior to the Change in Control (annualized in the event that Employee was not employed for the whole of such fiscal year). If any such amount was paid in whole or in part in the form of stock options, stock appreciation rights, warrants, stock awards or performance units, whether or not restricted or subject to the satisfaction of any performance goals or other criteria, the annual bonus for such fiscal year shall include the fair market dollar

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value equivalent of all such stock options, stock appreciation rights, warrants, stock awards and performance units, determined as of the date of grant.
(c)
“Board” shall mean the board of directors of the Company.
(d)
“Cause” shall mean (i) conviction of a crime involving moral turpitude, or (ii) gross negligence in the performance of duties, which gross negligence is willful, has or has the potential to have a material adverse effect on the business, operations, assets, properties or financial condition of the Company and its affiliates taken as a whole, and is not cured within sixty (60) days after reasonable written notice from the Company.
(e)
“Change in Control” shall mean the occurrence of any of the following:
(i)
if any Person or affiliated group of Persons (other than in their capacities as trustees of a trust existing on the Effective Date or any successor trust having the same beneficiaries) first become the “beneficial owners” (as defined in Rule 13d-3 under the Securities Exchange Act), directly or indirectly, of securities of the Company (not including in the securities beneficially owned by such Persons any securities acquired directly from the Company or its affiliates) representing thirty percent (30%) or more of either the then-outstanding shares of stock of the Company or the combined voting power of the Company’s then-outstanding securities;
(ii)
if, during any period of twenty-four (24) consecutive months during the existence of this Agreement commencing on or after the date hereof, the individuals who, at the beginning of such period, constitute the Board (the “Incumbent Directors”) cease for any reason other than death to constitute at least a majority thereof; provided that a director who was not a director at the beginning of such twenty-four (24) month period shall be deemed to have satisfied such twenty-four (24) month requirement (and be an Incumbent Director) if such director was elected by, or on the recommendation of or with the approval of, at least two-thirds of the directors who then qualified as Incumbent Directors either actually (because they were directors at the beginning of such twenty-four (24) month period) or by prior operation of this clause (ii);
(iii)
the consummation of a merger or consolidation of the Company with any other corporation other than (A) a merger or consolidation that would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving of the Company or such surviving entity or any parent thereof) at least fifty percent (50%) of the combined voting power of the voting securities of the Company or such surviving entity or any parent outstanding immediately after such merger or consolidation, or (B) a merger or consolidation effected to implement a recapitalization of the Company (or a similar transaction) in which no Person or group of affiliated Persons (other than in their capacities as trustees of a trust existing on the Effective Date or any successor trust having the same beneficiaries) first become the “beneficial owners” (as defined in Rule 13d-3 under the Securities Exchange Act), directly or indirectly, of securities of the Company (not including in the securities beneficially owned by such Persons

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any securities acquired directly from the Company or its affiliates) representing thirty percent (30%) or more of either the then-outstanding shares of stock of the Company or the combined voting power of the Company’s then-outstanding securities;
(iv)
the stockholders of the Company approve a plan of complete liquidation or dissolution of the Company, or there is consummated an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets, other than a sale or disposition by the Company of all or substantially all of the Company’s assets to an entity, at least fifty percent (50%) of the combined voting power of the voting securities of which are owned by Persons in substantially the same proportion as their ownership of the Company immediately prior to such sale; or
(v)
any Person has consummated a tender offer or exchange for voting stock of the Company and, directly or indirectly, has become (in one or more transactions) the “beneficial owner” of securities of the Company representing a majority of the voting power of the then outstanding shares of stock of the Company.

Upon the occurrence of a Change in Control as provided above, no subsequent event or condition shall constitute a Change in Control for purposes of this Agreement, with the result that there can be no more than one Change in Control hereunder.

(f)
“Code” shall mean the Internal Revenue Code of 1986, as amended, and the regulations issued thereunder.
(g)
“Cure Period” shall mean the thirty (30) day period after the Company receives Employee’s Notice of Termination as described in Section 2 below, during which period the Company shall have the opportunity, if the act or omission is capable of correction, to correct the action or failure to act that constitutes the applicable occurrence as set forth in the Notice of Termination.
(h)
“Effective Termination Date” shall mean:
(i)
in the case of a Termination of Employment initiated by the Company at the time of or within two (2) years after a Change in Control, the date of Employee’s receipt of the Notice of Termination described in Section 2 hereof, or any later date specified therein on which a Termination of Employment is to occur (which date shall not be more than fifteen (15) days after the giving of such notice), as the case may be;
(ii)
in the case of a Termination of Employment initiated by Employee at the time of or within two (2) years after a Change in Control, the date immediately following the end of the Cure Period for the action or failure to act that constitutes the applicable occurrence as set forth in the Employee’s Notice of Termination, provided that the Company shall not have, prior to such date, corrected such action or failure to act or Employee has not waived such failure; and

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(iii)
in the case of a Termination of Employment initiated by either the Company or Employee during the one (1) year period immediately preceding a Change in Control, the date of the Change in Control or, if sooner, the date the Company or its affiliates publicly announce an intention to consummate the Change in Control.
(i)
“Person” shall mean any corporation, partnership, limited liability company, joint venture, other entity or natural person.
(j)
“Separation Period” shall mean the twenty-four (24) month period beginning on the Effective Termination Date.
(k)
“Termination of Employment” shall mean the termination of Employee’s active employment relationship with the Company or its affiliates.
(l)
“Termination in Connection with a Change in Control” shall mean:
(i)
Subject to the requirements of Section 2, a Termination of Employment at the time of or within two (2) years after a Change in Control either:
A.
initiated by the Company or its affiliates for any reason other than (I) Employee’s death, continuous illness, injury or incapacity for a period of twelve (12) consecutive months, or (II) for Cause; or
B.
initiated by Employee upon the occurrence of one or more of the following events without Employee’s consent, subject to any applicable Cure Period:
(I)
any material failure of the Company to comply with and satisfy any of the terms of this Agreement or any other material obligations of the Company or its affiliates to Employee;
(II)
any significant reduction by the Company or its affiliates of the authority, duties, reporting responsibilities or job responsibilities of Employee;
(III)
any removal by the Company or its affiliates of Employee from the employment grade, compensation level or officer positions which Employee holds as of the effective date hereof (except in connection with a promotion to higher office);
(IV)
the relocation of the offices of the Company at which Employee is principally employed to a location more than fifty (50) miles from such location immediately prior to the date that is six (6) months before the Change in Control, except for required travel on the Company’s business to any extent substantially consistent with Employee’s business travel obligations as of the date of this Agreement;

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(ii)
a Termination of Employment during the one (1) year period immediately preceding a Change in Control, which termination is initiated by the Company, or by Employee upon the occurrence of one or more of the events in clauses (I) – (IV) of subsection (l)(i)(B) above and without Employee’s consent, unless the Company establishes by clear and convincing evidence that such Termination of Employment was for good faith business reasons not related to the Change in Control.
2.
Notice of Termination of Employment.
(a)
The party initiating a Termination of Employment, whether Employee or the Company, shall communicate the Termination of Employment to the other party by a written notice of termination given in accordance with Section 16 hereof (a “Notice of Termination”). The Notice of Termination shall (i) briefly summarize the facts and circumstances deemed to provide a basis for the Termination of Employment; (ii) indicate, to the extent known, whether the party initiating termination considers the Termination of Employment to be a Termination in Connection with a Change in Control and, if so, the specific reasons why; (iii) if the Effective Termination Date is other than the date of receipt of such notice, specify the Effective Termination Date to the extent determinable, subject to any applicable Cure Period.
(b)
If termination is initiated by Employee based on an event described in Section 1(l)(i)(B)(III)-(IV) above, such Notice of Termination shall be delivered to the Company within a reasonable period of time after the date on which Employee first has actual knowledge of the facts or circumstances giving rise thereto, such period not to exceed ninety (90) days following such date.
(c)
To the extent the Termination of Employment is initiated during the one (1) year period immediately preceding a Change in Control, it is understood that whether the Termination of Employment is a Termination in Connection with a Change in Control may be unknown and the Effective Termination Date may be undeterminable at the time the Notice of Termination is delivered. In such event, the party initiating the Termination of Employment shall provide a supplemental written notice to the other party providing the additional information that was unknown or undeterminable at the time the original Notice of Termination was delivered (a “Supplemental Notice”). This Supplemental Notice shall be delivered within a reasonable period of time after the first date on which the initiating party learns of the Change in Control or, if sooner, the date of the publicly announced intention of the Company or its affiliates to consummate the Change in Control, such period not to exceed ninety (90) days after the earlier of the two dates.
3.
Compensation upon Termination in Connection with a Change in Control. In the event of a Termination in Connection with a Change in Control, the Company shall pay to Employee, or provide to Employee at no additional cost for the length of the Separation Period, the following:
(a)
An amount equal to Employee’s earned or accrued but unpaid compensation (including any unused paid time off) as of the date of Termination of Employment, said amount to be paid in a lump sum within fifteen (15) days after the Effective Termination Date, but in any event no later than March 15 of the year following the year of the Effective Termination Date.
(b)
An amount equal to all reasonable out-of-pocket business expenses properly incurred but not yet reimbursed by the Company or its affiliates, said amount to be paid in a lump

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sum within fifteen (15) days after the Effective Termination Date, but in any event no later than March 15 of the year following the year of the Effective Termination Date.
(c)
An amount equal to two (2) times the sum of the Annual Base Salary and the Annual Bonus, said amount to be paid in a lump sum within fifteen (15) days after the Effective Termination Date, but in any event no later than March 15 of the year following the year of the Effective Termination Date.
(d)
An amount equal to the estimated after-tax premium cost to Employee of continuing any Company-sponsored life, travel and accident and disability insurance coverage for Employee (and where applicable, his or her spouse and dependents) based on the coverage levels in effect for Employee (and where applicable, his or her spouse and dependents) immediately prior to the Effective Termination Date (less any amount that Employee would have been required to contribute toward the cost of such coverage), for the length of the Separation Period, as if Employee had continued to be employed by the Company during the Separation Period at his or her Annual Base Salary, said amount to be paid in a lump sum within fifteen (15) days after the Effective Termination Date, but in any event no later than March 15 of the year following the year of the Effective Termination Date.
(e)
An amount equal to the Company provided contributions to which Employee would be entitled under the Company’s or its affiliates’ 401(k) savings and retirement plans (whether qualified or non-qualified) (the “Benefit Plans”), if Employee had continued working for the Company during the Separation Period at his or her Annual Base Salary, and were making the maximum amount of employee contributions, if any, as are required under such Benefit Plans, said amount to be paid in a lump sum within fifteen (15) days after the Effective Termination Date, but in any event no later than March 15 of the year following the year of the Effective Termination Date.
(f)
Effective immediately preceding the Change in Control (but contingent upon the consummation of the Change in Control), all outstanding equity awards held by Employee immediately preceding the Change in Control that have not yet become vested (and exercisable to the extent applicable) shall become fully vested (and exercisable to the extent applicable); provided that awards that vest based upon attainment of performance criteria shall not accelerate and vest pursuant to this Section 3(f) but shall instead be governed by the terms of the plan or award agreement evidencing the terms of such award.
(g)
Continued group hospitalization, health and dental care coverage during the Separation Period, at the level in effect as of the Effective Termination Date (or generally comparable coverage) for Employee and, where applicable, Employee’s spouse and dependents, as the same may be changed by the Company from time to time for employees generally, as if Employee had continued in employment during the Separation Period. The COBRA healthcare continuation coverage period under Section 4980B of the Code shall run concurrently with the Separation Period.
(h)
Outplacement assistance services during the Separation Period provided by an outplacement agency selected by Employee, said amount to be paid in a lump sum equal to $10,000 within fifteen (15) days after the Effective Termination Date, but in any event no later than March 15 of the year following the year of the Effective Termination Date.

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Notwithstanding the foregoing, no such payments, benefits or services shall be made or provided (except as may be required by law) unless Employee executes, and does not revoke, a written release, substantially in the form attached hereto as ANNEX I (the “Release”), of any and all claims against the Company and all related parties with respect to all matters arising out of Employee’s employment by the Company or its affiliates (other than any entitlements under the terms of this Agreement or under any other plans or programs of the Company in which Employee participated and under which Employee has accrued or become entitled to a benefit), or the termination thereof.

4.
Other Payments; Non-Exclusivity of Rights. The payments and benefits due under Section 3 hereof shall be in addition to and not in lieu of any payments or benefits due to Employee under any other plan, policy or program of the Company or its affiliates, including, without limitation, any employee benefit programs, compensation plans and programs, or other program permitting Employee to obtain benefits based on exceeding compensation limitations imposed by the Code, and any employee perquisite programs maintained for the benefit of the Company’s officers or employees, except that no cash payments shall be paid to Employee under the Company’s then-current severance pay policies. Moreover, nothing in this Agreement shall prevent or limit Employee’s continuing or future participation in or rights under any benefit, bonus, incentive or other plan or program provided by the Company or its affiliates and for which Employee may qualify.
5.
Enforcement.
(a)
In the event that the Company shall fail or refuse to make payment of any amounts due Employee under Sections 3 and 4 hereof within the respective time periods provided therein, the Company shall pay to Employee, in addition to the payment of any other sums provided in this Agreement, interest, compounded daily, on any amount remaining unpaid from the date payment is required under Section 3 and 4, as appropriate, until paid to Employee, at the rate from time to time reported by The Wall Street Journal as its “prime rate” plus 2%, each change in such rate to take effect on the effective date of the change in such prime rate.
(b)
It is the intent of the Parties that Employee not be required to incur any expenses associated with the enforcement of his or her rights under Sections 3 or 4 hereof by arbitration, litigation or other legal action because the cost and expense thereof would substantially detract from the benefits intended to be extended to Employee hereunder. Accordingly, the Company shall pay Employee, on demand, the amounts necessary to advance to, or reimburse Employee in full for, all expenses (including all attorneys’ fees and legal expenses) reasonably incurred by Employee in enforcing any of Employee’s rights under this Agreement.
6.
No Mitigation. Employee shall not be required to mitigate the amount of any payment or benefit provided for in this Agreement by seeking other employment or otherwise, nor shall the amount of any payment or benefit provided for herein be reduced by any compensation earned by other employment or otherwise.
7.
No Set-Off. The Company’s obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any circumstances, including, without limitation, any set-off, counterclaim, recoupment, defense or other right which the Company or its affiliates may have against Employee or others.

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8.
Tax Withholding. Any payment required under this Agreement shall be subject to all requirements of the law with regard to the withholding of taxes, filing, making of reports and the like, and the Company shall use its best efforts to satisfy promptly all such requirements.
9.
Tax Reimbursement Payments. In the event that any amount or benefit paid or distributed to Employee pursuant to this Agreement, taken together with any amounts or benefits otherwise paid or distributed to Employee by the Company or its affiliates (collectively, the “Covered Payments”), including, without limitation, any profits realized in respect of the receipt, vesting or exercise of stock options or warrants and similar events, are or become subject to the tax (the “Excise Tax”) imposed under Section 4999 of the Code, the Company shall pay to Employee at the time specified below an additional amount (the “Tax Reimbursement Payment”), such that the net amount retained by Employee with respect to such Covered Payments, after deducting any Excise Tax on the Covered Payments, as well as any Federal, state and local income taxes and Excise Tax on the Tax Reimbursement Payment provided for by this Section 9, but before deduction for any Federal, state or local income or employment tax withholding on such Covered Payments, shall be equal to the amount of the Covered Payments. The Company shall reimburse Employee only as a result of excise taxes imposed under Section 4999 of the Code (or a successor Code provision of comparable intent).
(a)
For purposes of determining whether any of the Covered Payments will be subject to the Excise Tax and the amount of such Excise Tax,
(i)
such Covered Payments will be treated as “parachute payments” within the meaning of Section 280G of the Code, and all “parachute payments” in excess of the “base amount” (as defined under Section 280G(b)(3) of the Code) shall be treated as subject to the Excise Tax, unless, and except to the extent that, in the good faith judgment of the Company’s independent certified public accountants or tax counsel selected by such Accountants (the “Accountants”), such Covered Payments, in whole or in part, either do not constitute “parachute payments” or represent reasonable compensation for personal services actually rendered (within the meaning of Section 280G(b)(4)(B) of the Code) in excess of the “base amount,” or such “parachute payments” are otherwise not subject to the Excise Tax, and
(ii)
the value of any non-cash benefits or any deferred payments or benefits shall be determined by the Accountants in accordance with the principles of Section 280G of the Code.
(b)
For purposes of determining the amount of the Tax Reimbursement Payment, Employee shall be deemed to pay:
(i)
Federal income taxes at the highest applicable marginal rate of Federal income taxation for the calendar year in which the Tax Reimbursement Payment is to be made, and taking into account the effect of loss of the value of itemized deductions and personal exemptions as a result of Employee’s receipt of the Tax Reimbursement Payment; and
(ii)
any applicable state and local income taxes at the highest applicable marginal rate of taxation for the calendar year in which the Tax Reimbursement Payment is to be made, net of the maximum reduction in Federal incomes taxes that

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could be obtained from the deduction of such state or local taxes if paid in such year.
(c)
In the event that the Excise Tax is subsequently determined by the Accountants, or pursuant to any proceeding or negotiations with the Internal Revenue Service, to be less than the amount taken into account hereunder in calculating the Tax Reimbursement Payment made, Employee shall repay to the Company, at the time that the amount of such reduction in the Excise Tax is finally determined, the portion of such prior Tax Reimbursement Payment that would not have been paid if such Excise Tax had been applied in initially calculating such Tax Reimbursement Payment, plus interest on the amount of such repayment at the rate provided in Section 1274(b)(2)(B) of the Code. Notwithstanding the foregoing, in the event any portion of the Tax Reimbursement Payment to be refunded to the Company has been paid to any Federal, state or local tax authority, repayment thereof shall not be required until actual refund or credit of such portion has been made to Employee, and interest payable to the Company shall not exceed interest received or credited to Employee by such tax authority for the period it held such portion. Employee and the Company shall mutually agree upon a course of action to be pursued (and the method of allocating the expenses thereof) if Employee’s good faith claim for refund or credit is denied.
(d)
In the event that the Excise Tax is later determined by the Accountants, or pursuant to any proceeding or negotiations with the Internal Revenue Service, to exceed the amount taken into account hereunder at the time the Tax Reimbursement Payment is made (including, but not limited to, by reason of any payment the existence or amount of which cannot be determined at the time of the Tax Reimbursement Payment), the Company shall make an additional Tax Reimbursement Payment in respect of such excess (plus any interest or penalty payable with respect to such excess) at the time that the amount of such excess is finally determined.
(e)
The Tax Reimbursement Payment (or any portion thereof) provided for in this Section 9 shall be paid to Employee not later than fifteen (15) days following payment of the Covered Payments; provided, however, that if the amount of such Tax Reimbursement Payment (or any portion thereof) cannot be finally determined on or before the date on which payment is due, the Company shall pay to Employee by such date an amount estimated in good faith by the Accountants to be the minimum amount of such Tax Reimbursement Payment, and shall pay to Employee the remainder of such Tax Reimbursement Payment (together with interest at the rate provided in Section 1274(b)(2)(B) of the Code) as soon as the amount thereof can be determined, but in no event later the end of Employee’s taxable year next following Employee’s taxable year in which Employee remits the taxes for which the Tax Reimbursement Payment is being paid. In the event that the amount of the estimated Tax Reimbursement Payment exceeds the amount subsequently determined to have been due, such excess shall be paid by the Company to Employee, within fifteen (15) days after written demand by the Company for repayment (together with interest at the rate provided in Section 1274(b)(2)(B) of the Code).
(f)
Notwithstanding anything in this Agreement to the contrary, if applicable, the Company shall not pay Covered Payments and Tax Reimbursement Payments under this Agreement earlier than the earliest date permitted by Section 409A of the Code, or later than the latest date permitted by Section 409A of the Code, if, as determined in the reasonable judgment of outside counsel hired by the Company, payment on the originally scheduled date would cause the Employee to incur adverse tax consequences under Section 409A of the Code. Covered Payments

- 9 -

and Tax Reimbursement Payments that are subject to Section 409A of the Code shall only be paid upon an event permitted by Section 409A of the Code, and this Agreement shall be administered consistently with Section 409A of the Code, to the extent applicable.
10.
Section 409A of the Code.
(a)
Amounts payable under this Agreement are intended, in whole or in part, to meet the requirements of the “short-term deferral” exception or another exception under Section 409A of the Code. For purposes of Section 409A of the Code, all payments to be made upon a termination of employment under this Agreement may only be made upon a “separation from service” within the meaning of such term under Section 409A of the Code and each payment made under this Agreement shall be treated as a separate payment. In no event shall the Employee, directly or indirectly, designate the calendar year of payment. All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A of the Code, including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during the Employee’s lifetime (or during a shorter period of time specified in this Agreement), (ii) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year, (iii) the reimbursement of an eligible expense will be made on or before the last day of the calendar year following the year in which the expense is incurred, and (iv) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit.
(b)
Notwithstanding anything in this Agreement to the contrary, if at the time of the Employee’s “separation from service” with the Company, the Company has securities which are publicly-traded on an established securities market and the Employee is a “specified employee,” and it is necessary to postpone payment of any amount under this Agreement for a period of six (6) months after the Employee’s “separation from service” with the Company to prevent any accelerated or additional tax under Section 409A of the Code, payment of such amount shall be postponed as required by Section 409A of the Code, and the accumulated postponed amount, with interest (as described below), shall be paid in a lump sum payment within ten (10) days after the end of the six-month period. If the Employee dies during the postponement period prior to the payment of postponed amount, the amounts postponed on account of Section 409A of the Code, with interest, shall be paid to the personal representative of the Employee’s estate within sixty (60) days after the date of the Employee’s death. A “specified employee” shall mean an employee who, at any time during the twelve (12) month period ending on the identification date, is a “specified employee” under Section 409A of the Code, as may be determined by the Company’s Board of Directors or its delegate. The determination of “specified employees,” including the number and identity of persons considered “specified employees” and the identification date, shall be made by the Company’s Board of Directors or its delegate in accordance with the provisions of Sections 416(i) and 409A of the Code and the regulations issued thereunder. If amounts are postponed on account of Section 409A, the postponed amounts will be credited with interest for the postponement period. Said interest shall be compounded daily at an annualized rate equal to the interest rate reported by The Wall Street Journal as its “prime rate” on the Effective Termination Date.
11.
Confidential Information. Employee recognizes and acknowledges that, by reason of his or her employment by and service to the Company, he or she has had and will continue to have access to confidential information of the Company, including, without limitation, information

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and know-how pertaining to the Company’s products and services, innovations, designs, ideas, plans, trade secrets, proprietary inventions, distribution and sales methods and systems, sales and profit figures, customer and supplier lists, and relationships with customers, suppliers and others (“Confidential Information”). Employee acknowledges that such Confidential Information is a valuable and unique asset of the Company and covenants that he or she will not, either during or after his or her employment by the Company, disclose or use any Confidential Information for any purpose known to be adverse to the interests of the Company, unless the information is already in the public domain through no fault of Employee or such disclosure or use is required by law or in a judicial or administrative proceeding.
12.
Non-Competition and Non-Solicitation.
(a)
During Employee’s employment by the Company and for a period of six (6) months after Employee’s Termination in Connection with a Change in Control, Employee will not, except with the prior written consent of the Board (which consent shall not be unreasonably withheld or delayed), own, manage, operate, join, control or finance, or participate in the ownership, management, operation, control or financing of, or be connected as an officer, director, employee, partner, principal, agent, representative, consultant or otherwise with, or use or permit Employee’s name to be used in connection with, any business or enterprise directly engaged in, or with affiliates directly engaged in, the business of researching, developing, licensing, selling, distributing, marketing or otherwise commercializing organic light emitting device (“OLED”) technology, chemicals or manufacturing equipment. The foregoing restrictions shall not be construed to prohibit the ownership by Employee of less than five percent (5%) of any class of securities of a corporation engaged in any of the foregoing business activities that has a class of securities registered pursuant to the Securities Exchange Act, provided that such ownership represents a passive investment and that neither Employee nor any group of Persons including Employee, either directly or indirectly, manages or exercises control over any such corporation, guarantees any of its financial obligations, otherwise takes any part in the conduct of its business (other than in exercising their rights as shareholders), or seeks to do any of the foregoing.
(b)
During his or her employment by the Company, and thereafter during the Separation Period, Employee will not knowingly (i) solicit, divert, take away, redirect or unreasonably interfere with the Company’s business relationships with any of its suppliers, customers, partners or joint venturers with whom Employee had any direct or indirect involvement during the term of this Agreement; or (ii) solicit, induce, recruit or attempt to influence any person who is now or is hereafter an employee of the Company to become an employee or be engaged as an independent contractor of any entity engaged in activities competitive with those of the Company.
(c)
An amount equal to one-half of the severance benefits payable under this Agreement is specifically designated as additional consideration for the covenants described in this Section 12. The covenants described in this Section 12 shall continue to apply during the period specified herein after Employee’s Termination of Employment for any reason, without regard to whether Employee executes a Release or receives any severance benefits as a result of such termination. If Employee breaches any of the covenants described in this Section 12, the applicable period during which the covenant applies shall be tolled during the period of such breach.
13.
Equitable Relief.

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(a)
Employee acknowledges that the restrictions contained in Sections 11 and 12 hereof are reasonable and necessary to protect the legitimate interests of the Company and its affiliates, that the Company would not have entered into this Agreement in the absence of such restrictions, and that any violation of any provision of those Sections will result in irreparable injury to the Company. Employee agrees that the Company shall be entitled to preliminary and permanent injunctive relief, without the necessity of proving actual damages, as well as an equitable accounting of all earnings, profits and other benefits arising from any violation of Sections 11 or 12 hereof, which rights shall be cumulative and in addition to any other rights or remedies to which the Company may be entitled. In the event that any of the provisions of Sections 11 or 12 hereof should ever be adjudicated to exceed the time, geographic, service, or other limitations permitted by applicable law in any jurisdiction, then such provisions shall be deemed reformed in such jurisdiction to the maximum time, geographic, service, or other limitations permitted by applicable law.
(b)
Employee irrevocably and unconditionally (i) agrees that any suit, action or other legal proceeding arising out of Section 11 or 12 hereof, including without limitation, any action commenced by the Company for preliminary and permanent injunctive relief or other equitable relief, may be brought in the state or federal courts of the State of New Jersey, (ii) consents to the non-exclusive jurisdiction of any such court in any such suit, action or proceeding, and (iii) waives any objection which Employee may have to the laying of venue of any such suit, action or proceeding in any such court. Employee also irrevocably and unconditionally consents to the service of any process, pleadings, notices or other papers in a manner permitted by the notice provisions of Section 16 hereof.
14.
Term of Agreement. This Agreement shall continue in full force and effect until all of the obligations of the Parties hereunder are satisfied or have expired.
15.
Successor Company. The Company shall require any successor or successors (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company, by written agreement in form and substance reasonably satisfactory to Employee, to acknowledge expressly that this Agreement is binding upon and enforceable against the Company in accordance with the terms hereof, and to become jointly and severally obligated with the Company to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession or successions had taken place. Failure of the Company to obtain such agreement prior to the effectiveness of any such succession shall be a breach of this Agreement. As used in this Agreement, the Company shall mean the Company as hereinbefore defined and any such successor or successors to its business and/or assets, jointly and severally.
16.
Notices. All notices and other communications required or permitted hereunder or necessary or convenient in connection herewith shall be in writing and shall be delivered personally or mailed by registered or certified mail, return receipt requested, or by overnight express courier service, as follows:

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If to the Company, to:

 

 

Universal Display Corporation

250 Phillips Boulevard

Ewing, New Jersey 08618

Attention: President and Chief Executive Officer

 

If to Employee, to Employee’s address of record with the Company

 

or to such other names or addresses as the Company or Employee, as the case may be, shall designate by notice to the other in the manner specified in this Section 16; provided, however, that if no such notice is given by the Company following a Change in Control, notice at the last address of the Company or to any successor pursuant to this Section 16 shall be deemed sufficient for the purposes hereof. Any such notice shall be deemed delivered and effective when received in the case of personal delivery, five (5) days after deposit, postage prepaid, with the U.S. Postal Service in the case of registered or certified mail, or on the next business day in the case of overnight express courier service.

 

17.
Governing Law. This Agreement shall be governed by and interpreted under the laws of the State of New Jersey, without giving effect to any conflict of laws provisions.
18.
Contents of Agreement, Amendment and Assignment.
(a)
This Agreement supersedes all prior agreements, sets forth the entire understanding between the Parties hereto with respect to the subject matter hereof and cannot be changed, modified, extended or terminated except upon written amendment executed by Employee and executed on the Company’s behalf by a senior executive officer or a senior management representative having supervisory responsibility with respect to Employee and/or Board approval. The provisions of this Agreement may provide for payments to Employee under certain compensation or bonus plans under circumstances where such plans would not provide for payment thereof. It is the specific intention of the Parties that the provisions of this Agreement shall supersede any provisions to the contrary in such plans, and such plans shall be deemed to have been amended to correspond with this Agreement without further action by the Company or the Board.
(b)
Nothing in this Agreement shall be construed as giving Employee any right to be retained in the employ of the Company, or as changing or modifying the “at will” nature of Employee’s employment status.
(c)
All of the terms and provisions of this Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective heirs, representatives, successors and assigns of the Parties hereto, except that the duties and responsibilities of Employee and the Company hereunder shall not be assignable, in whole or in part, except as expressly authorized herein. If Employee should die after a Termination in Connection with a Change in Control and while any amount payable hereunder would still be payable to Employee if Employee had continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to Employee’s devises, legates or other designees or, if there is no such designee, to Employee’s estate.

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(d)
Notwithstanding the foregoing, the Company may amend this Agreement at any time without the consent of the Employee if the Company determines, based on the advice of outside counsel, that such amendment is necessary to comply with the requirements of Section 409A of the Code with respect to any particular amount or benefit that the Employee is entitled to receive under this Agreement. However, no amendment shall reduce the aggregate amounts and benefits the Employee is entitled to receive hereunder unless such aggregate amounts and benefits are prohibited by Section 409A of the Code or other applicable law.
19.
Severability; Effect of Legal Restrictions. If any provision of this Agreement or application thereof to anyone or under any circumstances shall be determined to be invalid or unenforceable, such invalidity or unenforceability shall not affect any other provisions or applications of this Agreement which can be given effect without the invalid or unenforceable provision or application. Moreover, the terms of this Agreement shall be deemed modified to the extent necessary for the Company, in the written opinion of its outside counsel, to avoid violating the requirements of the Sarbanes-Oxley Act of 2002, or any other law applicable to the employment arrangements between Employee and the Company. Any delay in providing benefits or payments, any failure to provide a benefit or payment, or any repayment of compensation that is required due to operation of the preceding sentence shall not, in and of itself, constitute a breach of this Agreement; provided, however, that the Company shall provide economically equivalent payments or benefits to Employee to the extent permitted by law.
20.
Remedies Cumulative; No Waiver. Except as otherwise expressly set forth herein, no right conferred upon either Party by this Agreement is intended to be exclusive of any other right or remedy, and each and every such right or remedy shall be cumulative and shall be in addition to any other right or remedy given hereunder, or now or hereafter existing at law or in equity. No delay or omission by either Party in exercising any right, remedy or power hereunder or existing at law or in equity shall be construed as a waiver thereof.
21.
Miscellaneous. All section headings are for convenience only. This Agreement may be executed in several counterparts, each of which is an original. It shall not be necessary in making proof of this Agreement or any counterpart hereof to produce or account for any of the other counterparts.

 

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EMPLOYEE REPRESENTS AND ACKNOWLEDGES THAT (I) HE OR SHE HAS BEEN ADVISED BY THE COMPANY TO CONSULT HIS OR HER OWN LEGAL COUNSEL IN RESPECT OF THIS AGREEMENT, AND (II) THAT HE OR SHE HAS HAD FULL OPPORTUNITY, PRIOR TO EXECUTION OF THIS AGREEMENT, TO REVIEW THOROUGHLY THIS AGREEMENT WITH HIS OR HER COUNSEL.

IN WITNESS WHEREOF, the undersigned, intending to be legally bound, have executed this Agreement as of the date first above written.

 

UNIVERSAL DISPLAY CORPORATION

 

 

 

 

By: /s/ Steven V. Abramson

 

Name:  Steven V. Abramson

 

Title: President and CEO

 

 

 

 

 

/s/ Marilyn Caldwell

Witness

 

 /s/ Brian Millard

EMPLOYEE

 

 

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ANNEX I

 

SEPARATION OF EMPLOYMENT AGREEMENT AND GENERAL RELEASE

 

WHEREAS <Insert Name> (“Employee”) has been employed by Universal Display Corporation (the “Company”) and its affiliate, UDC, Inc., and because the Employee’s employment with the Company terminated or will terminate effective as of ____________________ (the “Effective Termination Date”), Employee and the Company agree as follows:

In consideration of the promises of the Company set forth in paragraph 3 below, Employee, and his or her heirs, executors and administrators, intending to be legally bound, hereby permanently and irrevocably agrees to the termination of Employee’s employment with the Company as of the Effective Termination Date, and hereby REMISE, RELEASE and FOREVER DISCHARGE the Company and any individual or organization related to the Company against whom or which Employee could assert a claim, including any and all affiliates, and their officers, directors, shareholders, partners, employees and agents, together with their respective successors and assigns, heirs, executors and administrators (hereinafter referred to collectively as the “Releasees”), of and from any and all causes of action, suits, debts, claims and demands whatsoever, which Employee had, has, or may have against Releasees up until the date of execution of this Separation of Employment Agreement and General Release, other than the Release Exclusions (as defined below). Particularly, but without limitation, Employee so releases all claims relating in any way to his employment or the termination of his employment relationship with the Company, including without limitation claims under the New Jersey Law Against Discrimination, N.J.S.A. 10:5-1 et al., Title VII of the Civil Rights Act of 1964, as amended, § 42 U.S.C. 2000e et seq., the Americans with Disabilities Act, 42 U.S.C. § 12101 et seq., Employee Retirement Income Security Act of 1974, as amended 29 U.S.C. § 1001 et seq., the Age Discrimination in Employment Act, as amended 29 U.S.C. § 621 et seq. (the “ADEA”), any common law claims and all claims for attorneys’ fees and costs.

Employee agrees and covenants that, should any other person, organization or other entity file, charge, claim, sue, or cause or permit to be filed any civil action, suit or legal proceeding involving any matter occurring at any time in the past, up to and including the date of execution of this Separation of Employment Agreement and General Release, Employee will not seek or accept any personal relief in such civil action, suit or legal proceeding. Moreover, Employee shall promptly take all steps necessary to dismiss, with prejudice, any and all pending complaints, charges and grievances against the Company or the Releasees, regardless of whether they are or have been filed internally or externally.

Notwithstanding anything to the contrary in this Separation of Employment Agreement and General Release, nothing herein relinquishes any rights Employee may have to the following claims, or to any civil actions, suits or legal proceedings involving such claims (the “Release Exclusions”): (i) claims to seek indemnification pursuant to applicable state law, the Company’s By-Laws, applicable Company resolutions, applicable Company employee benefit plans or other such documents maintained or required to be maintained by the Company, (ii) claims to seek coverage under directors’ and officers’ liability insurance policies maintained or required to be maintained by the Company, and (iii) claims to seek enforcement of Employee’s rights under the

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Change in Control Agreement between Employee and the Company (the “Change in Control Agreement”).

In full consideration of Employee’s execution of this Separation of Employment Agreement and General Release, and his or her agreement to be legally bound by its terms, the Company has agreed to provide Employee with the payments, benefits and other consideration specified in the Change in Control Agreement. Except as set forth in this Separation of Employment Agreement and General Release, or as may be required by applicable law, it is expressly agreed and understood that Releasees do not have, and will not have, any obligation to provide Employee, at any time in the future, with any payments, benefits or other consideration not specified in the Change in Control Agreement.

Employee hereby agrees and recognizes that, as of the Effective Termination Date, Employee’s employment relationship with the Company will be permanently and irrevocably severed. Accordingly, Employee will not apply for a position with the Company or any of its affiliates and Employee waives his or her right to be hired or rehired in the future by the Company or any of its affiliates. It is further agreed and understood that Employee will continue to be available and cooperate in a reasonable manner in providing assistance to the Company in concluding any matters which are reasonably related to the duties and responsibilities which Employee had while employed by the Company, provided that such cooperation and assistance does not interfere with any subsequent employment obtained by Employee.

Employee agrees and acknowledges that this Separation of Employment Agreement and General Release is not and shall not be construed to be an admission of any violation by the Releasees of any federal, state or local statute or regulation, or of any duty owed by the Releasees to Employee or any other person.

Employee agrees, covenants and promises that Employee will not communicate or disclose the terms of this Separation of Employment Agreement and General Release to any persons with the exception of members of Employee’s immediate family and Employee’s attorneys and financial advisors, except as may be required by applicable law.

Employee hereby certifies that Employee has read the terms of this Separation of Employment Agreement and General Release, that Employee has been advised by the Company to consult with an attorney of his or her own choice prior to executing this Separation of Employment Agreement and General Release, that Employee has had an opportunity to do so, and that Employee understands the terms and effects of this Separation of Employment Agreement and General Release. Employee further certifies that neither the Releasees, nor any representative of Releasees, have made any representations to Employee concerning this Separation of Employment Agreement and General Release other than those contained herein.

Employee acknowledges that Employee has been informed that this Separation of Employment Agreement and General Release includes a waiver of claims under the ADEA, and that Employee has the right to reconsider this Separation of Employment Agreement and General Release as it pertains to claims under the ADEA for a period of twenty-one (21) days (or forty-five (45) days in the event of a group termination). Employee also understands that he or she has the right to revoke this Separation of Employment Agreement and General Release in its entirety for a period of seven (7) days following Employee’s execution thereof. Should Employee desire to exercise any of the foregoing rights, Employee shall do so by providing written notice to the

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Company within the applicable period at the following address: Universal Display Corporation at 375 Phillips Boulevard, Ewing, New Jersey 08618, Attention: President.

This Separation of Employment Agreement and General Release, together with the Change in Control Agreement, constitute the complete and entire understanding between the parties relating to the subject matter of such documents, and supersede any and all prior agreements and understandings between the parties relating thereto. If any provision of this Separation of Employment Agreement and General Release is deemed invalid, the remaining provisions shall not be affected. The provisions of this Separation of Employment Agreement and General Release shall be governed by the laws of New Jersey, without giving effect to any conflict of laws provisions.

 

IN WITNESS WHEREOF, and intending to be legally bound hereby, Employee has executed this Separation of Employment Agreement and General Release as of the date indicated below.

 

 

 

EMPLOYEE

_________________

Date

 

 

 

 

 

Acknowledgment of Receipt by:

UNIVERSAL DISPLAY CORPORATION

 

 

By:

 

Name:

 

Title:

 

 

- 18 -

Exhibit 10.24

 

 

universal display corporation

EQUITY COMPENSATION PLAN

RESTRICTED STOCK UNIT GRANT LETTER

THIS RESTRICTED STOCK UNIT GRANT LETTER (the “Grant Letter”), dated as of September 29, 2022 (the “Grant Date”), is delivered by Universal Display Corporation (the “Company”), to Brian Millard, a key employee of the Company or one of its subsidiaries (the “Grantee”).

RECITALS

WHEREAS, the Universal Display Corporation Equity Compensation Plan, amended and restated effective as of June 19, 2014 (the “Plan”) permits the grant of Restricted Stock Units to employees, non-employee directors, or consultants of the Company and its subsidiaries, in accordance with the terms and provisions of the Plan;

 

WHEREAS, the Company desires to grant Restricted Stock Units to the Grantee, and the Grantee desires to accept such Restricted Stock Units, on the terms and conditions set forth herein and in the Plan; and

WHEREAS, the applicable provisions of the Plan are incorporated into this Grant Letter by reference, including the definitions of terms contained in the Plan (unless such terms are otherwise defined herein).

NOW, THEREFORE, the parties hereto, intending to be legally bound hereby, agree as follows:

1.
Grant of Restricted Stock Units.

Subject to the terms and vesting conditions hereinafter set forth, the Company hereby awards to the Grantee 8,301 restricted stock units under the Plan (hereinafter, the “Restricted Stock Units”), subject to the vesting and other conditions of this Grant Letter.

2.
Vesting.
(a)
General Vesting Terms. Provided the Grantee remains employed by the Company or a subsidiary through the vesting dates set forth in this Section 2 (the “Vesting Dates”) and meets any applicable vesting requirements set forth in this Grant Letter, except as set forth in Section 2(b) and 2(c) below, the Restricted Stock Units awarded under this Grant Letter shall vest pro-rata over a two (2) year period from the Grant Date as follows (the period over which the Restricted Stock Units vest is referred to as the “Vesting Period”):

Vesting Date

Number of Vested Restricted Stock Units

September 29, 2023

September 6, 2024

4,151 Restricted Stock Units

4,150 Restricted Stock Units

 

1

 

 

(b)
Death or Disability. If the Grantee terminates employment during the Vesting Period because of the Grantee’s death or “Disability” (as defined below), the Grantee shall vest in a portion of the Restricted Stock Units. Such pro-ration shall be applied by multiplying the number of Restricted Stock Units by a fraction, the numerator of which is the number of months of service actually completed by the Grantee during the applicable Vesting Period prior to such termination of employment (rounded up to the next whole month), and the denominator of which is 12 (i.e., the number of months in the applicable Vesting Period). “Disability” shall mean that the Grantee is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than 12 months, as determined by the Committee in its discretion.
(c)
Corporate Changes. In the event of a corporate change under Section 13 of the Plan, the Restricted Stock Units may vest as set forth in Section 13 of the Plan.
(d)
Termination other than due to Death or Disability. Except as provided in Section 2(b), in the event of a termination of employment, the Grantee will forfeit all Restricted Stock Units that do not vest either before the termination date or on the termination date associated with such termination. No Restricted Stock Units will vest after the Grantee’s employment with the Company, or a subsidiary has terminated for any reason. In the event a Grantee’s employment is terminated by the Company or a subsidiary for cause, as determined by the Committee, all outstanding Restricted Stock Units held by such Grantee shall immediately terminate and be of no further force or effect.
(e)
Restriction on Disposition Restricted Stock Units. In no event may any unvested shares of the Restricted Stock Units be assigned, transferred, pledged or otherwise disposed of or encumbered by the Grantee before the shares vest. After shares of the Restricted Stock Units vest, the vested shares (net of any applicable tax withholding) may not be assigned, transferred, pledged or otherwise disposed of or encumbered by the Grantee until the one-year anniversary of the vesting of said shares, except in the event of Section 2(b) or Section 2(c).
3.
Restricted Stock Units Account.

The Company shall establish a bookkeeping account on its records for the Grantee and shall credit the Grantee’s Restricted Stock Units to the bookkeeping account.

4.
Payment of Restricted Stock Units.
(a)
If the Restricted Stock Units vest in accordance with Section 2(a), the Grantee shall be entitled to receive the equivalent number of shares of common stock of the Company (“Common Stock”) corresponding to the vested Restricted Stock Units as of the Vesting Date.
(b)
If the Restricted Stock Units vest in accordance with Section 2(b), the Grantee shall be entitled to receive the equivalent number of shares of Common Stock corresponding to the vested Restricted Stock Units as of the date of the Grantee’s termination of employment on account of death or Disability, as applicable.

2

 

(c)
If the Restricted Stock Units vest in accordance with Section 2(c) due to a corporate change as set forth in Section 13 of the Plan that qualifies as a “change in control event” under section 409A of the Code, the Grantee shall be entitled to receive the equivalent number of shares of Common Stock corresponding to the vested Restricted Stock Units as of the corporate change under Section 13 of the Plan. If the corporate change as set forth in Section 13 of the Plan is not a “change in control event” under section 409A of the Code, distribution of the shares of Common Stock shall be made on the regular schedule set forth in Section 4(a) or (b) above, as applicable, to the extent required under section 409A of the Code.
(d)
Within 30 days after the Vesting Date (for distributions under Section 4(a)), within 30 days after the date of termination of employment (for distributions under Section 4(b)), or upon closing of a corporate event under Section 4(c), as applicable, each vested Restricted Stock Unit shall be settled in stock as one share of Common Stock for every vested Restricted Stock Unit, and the Company shall deliver to the Grantee a stock certificate (or make an appropriate book entry for such shares) for the number of shares of Common Stock equal to the number of vested Restricted Stock Units being settled, subject to payment of any federal, state, local, or foreign withholding taxes as described in Section 12 below, and subject to compliance with section 409A of the Code, if applicable. The obligation of the Company to deliver the shares upon vesting shall be subject to the rights of the Company as set forth in the Plan and to all applicable laws, rules, regulations, and such approvals by governmental agencies as may be deemed appropriate by the Committee.
5.
Certain Corporate Changes.

If there is any change made to the Common Stock (whether by reason of a stock dividend, extraordinary dividend or distribution, recapitalization, stock split, combination of shares, exchange of shares, merger, reorganization, consolidation, reclassification, change in par value, or any other change in capital structure made without receipt of consideration), then unless such event or change results in the termination of all the Restricted Stock Units granted under this Grant Letter, the Committee shall proportionately adjust, as provided in the Plan, the number and class of shares underlying the Restricted Stock Units held by the Grantee to reflect the effect of such event or change in the Company’s capital structure in such a way as to prevent the enlargement or dilution of rights and benefits under the Restricted Stock Units. Any adjustment that occurs under the terms of this Section 5 or the Plan will not change the timing or form of payment with respect to any Restricted Stock Units.

3

 

6.
Limited Stockholder Rights

From the time of the Grant Date, the Grantee shall have the right to receive dividends and other distributions payable in cash declared and paid by the Company with respect to the shares of Common Stock subject to the Restricted Stock Units prior to the vesting of the Restricted Stock Units in accordance with the terms of this Grant Letter. The Grantee, however, has no other ownership rights and privileges of a stockholder, including no voting rights, until the Restricted Stock Units have vested and the delivery of shares of Common Stock as provided for herein.

7.
Retention Rights.

Neither the award of Restricted Stock Units, nor any other action taken with respect to the Restricted Stock Units, shall confer upon the Grantee any right to continue in the employ or service of the Company or a subsidiary or shall interfere in any way with the right of the Company or a subsidiary to terminate Grantee’s employment or service at any time.

8.
Restrictive Covenants.

(a) The Grantee acknowledges and agrees that, during the Grantee’s employment with the Company and its affiliates, and for the twelve (12) month period following the Grantee’s termination of employment for any reason, the Grantee will not be employed for, engaged as a consultant or researcher for, or otherwise perform services for any business or enterprise directly engaged in, or with affiliates directly engaged in, the business of researching, developing, licensing, selling, distributing, marketing or otherwise commercializing organic light emitting device (“OLED”) technology, chemicals or manufacturing equipment. The Grantee further agrees that, given the nature of the Company’s business and the locations of its clients, a worldwide geographic scope is appropriate and reasonable.

(b) For purposes of this Agreement, the Grantee acknowledges and agrees that the terms “Confidential Information” and “Trade Secrets” shall mean information that the Company or any of its affiliates owns or possesses, that the Company or its affiliates have developed at significant expense and effort, that they use or that is potentially useful in the business of the Company or its affiliates, that the Company or its affiliates treat as proprietary, private or confidential, and that is not generally known to the public. The Grantee further acknowledges that the Grantee’s relationship with the Company is one of confidence and trust such that the Grantee has in the past been, and may in the future be, privy to Confidential Information and Trade Secrets of the Company or any of its affiliates.

(c) The Grantee covenants and agrees that during the term of the Grantee’s employment by the Company and for a period to two (2) years following termination of employment for any reason, the Grantee shall not, directly or indirectly through others, (i) hire or attempt to hire any employee of the Company or any of its affiliates, (ii) solicit or attempt to solicit any employee of the Company or its affiliates to become an employee, consultant, or independent contractor to, for, or of any other person or business entity, or (iii) solicit or attempt to solicit any employee, or any consultant or independent contractor of the Company or any of its affiliates to change or terminate his or her relationship with the Company or any of its affiliates, unless in each case more than three months shall have elapsed between the last day of such person’s employment or service with the Company or any of its affiliates and the first date of such solicitation or hiring or attempt to solicit or hire. If any employee, consultant, or independent contractor is hired or solicited by any entity that has hired or agreed to hire the Grantee, such hiring or solicitation

4

 

shall be conclusively presumed to be a violation of this Grant Letter; provided, however, that any hiring or solicitation pursuant to a general solicitation conducted by an entity that has hired or agreed to hire the Grantee, or by a headhunter employed by such entity, which does not involve the Grantee, shall not be a violation of this Section 8(c).

(d) The Grantee covenants and agrees that during the term of the Grantee’s employment by the Company or its affiliates and for a period to two (2) years following termination of employment for any reason, the Grantee shall not, either directly or indirectly through others:

(i) solicit, divert, appropriate, or do business with, or attempt to solicit, divert, appropriate, or do business with, any customer for whom the Company or any of its affiliates provided goods or services within 12 months prior to the Grantee’s date of termination or any actively sought prospective customer of the Company or any of its affiliates for the purpose of providing such customer or actively sought prospective customer with services or products competitive with those offered by the Company or any of its affiliates during the Grantee’s employment with the Company or any of its affiliates, or

(ii) encourage any customer for whom the Company or any of its affiliates provided goods or services within 12 months prior to the Grantee’s date of termination to reduce the level or amount of business such customer conducts with the Company or any of its affiliates.

(e) The Grantee acknowledges and agrees that the business of the Company and its affiliates is highly competitive, that the Confidential Information and Trade Secrets have been developed by the Company at significant expense and effort, and that the restrictions contained in this Section 8 are reasonable and necessary to protect the legitimate business interests of the Company and its affiliates.

(f) Because the Grantee’s services are personal and unique and the Grantee has had and will continue to have access to and has become and will continue to become acquainted with Confidential Information and Trade Secrets, the parties to this Grant Letter acknowledge and agree that any breach by the Grantee of any of the covenants or agreements contained in Section 8 will result in irreparable injury to the Company or any of its affiliates, as the case may be, for which money damages could not adequately compensate such entity. Therefore, the Company or any of its affiliates shall have the right (in addition to any other rights and remedies which it may have at law or in equity and in addition to the forfeiture requirements set forth in Section 8(g) below) to seek to enforce Section 8 and any of its provisions by injunction, specific performance, or other equitable relief, without bond and without prejudice to any other rights and remedies that the Company or any of its affiliates may have for a breach, or threatened breach, of the restrictive covenants set forth in Section 8. The Grantee agrees that in any action in which the Company or any of its affiliates seeks injunction, specific performance, or other equitable relief, the Grantee will not assert or contend that any of the provisions of Section 8 are unreasonable or otherwise unenforceable. The Grantee irrevocably and unconditionally (i) agrees that any legal proceeding arising out of this paragraph or the obligations set forth in this Agreement may be brought in the State Courts of the Commonwealth of Pennsylvania or the United States District Court for the Eastern District of Pennsylvania, (ii) consents to the non-exclusive jurisdiction of such court in any such proceeding, and (iii) waives any objection to the laying of venue of any such proceeding in any such court. The Grantee also irrevocably and unconditionally consents to the service of any process, pleadings, notices, or other papers.

(g) The Grantee acknowledges and agrees that in the event the Grantee breaches any of the covenants or agreements contained in this Section 8:

(i) The Committee may in its discretion determine that the Grantee shall forfeit all of the outstanding Restricted Stock Units, and the outstanding Restricted Stock Units shall immediately terminate, and

5

 

(ii) The Committee may in its discretion require the Grantee to return to the Company any shares of Common Stock received in settlement of the Restricted Stock Units; provided, that if the Grantee has disposed of any shares of Common Stock received in settlement of the Restricted Stock Units, then the Committee may require the Grantee to pay to the Company, in cash, the fair market value of such shares of Common Stock as of the date of disposition. The Committee shall exercise the right of recoupment provided in this Section 8(g)(ii) within 180 days after the Committee’s discovery of the Grantee’s breach of any of the covenants or agreements contained in this Section 8.

(h) If any portion of the covenants or agreements contained in this Section 8, or the application hereof, is construed to be invalid or unenforceable, the other portions of such covenants or agreements or the application thereof shall not be affected and shall be given full force and effect without regard to the invalid or unenforceable portions to the fullest extent possible. If any covenant or agreement in this Section 8 is held to be unenforceable because of the duration thereof or the scope thereof, then the court making such determination shall have the power to reduce the duration and limit the scope thereof, and the covenant or agreement shall then be enforceable in its reduced form. The covenants and agreements contained in this Section 8 shall survive the termination of this Agreement.

9.
Amendment.

This award may be amended by the Committee, in whole or in part, in accordance with the applicable terms of the Plan.

10.
Notice.

Any notice to the Company provided for in this Grant Letter shall be addressed to it in care of the Corporate Secretary of the Company, 250 Phillips Boulevard, Ewing, New Jersey 08618, and any notice to the Grantee shall be addressed to such Grantee at the current address shown on the payroll system of the Company or a subsidiary thereof, or to such other address as the Grantee may designate to the Company in writing. Any notice provided for hereunder shall be delivered by hand, sent by telecopy or electronic mail, or enclosed in a properly sealed envelope addressed as stated above, registered and deposited, postage and registry fee prepaid in the United States mail or other mail delivery service. Notice to the Company shall be deemed effective upon receipt. By receipt of this Grant Letter, Grantee hereby consents to the delivery of information (including without limitation, information required to be delivered to the Grantee pursuant to the applicable securities laws) regarding the Company, the Plan, and the Restricted Stock Units via the Company’s electronic mail system or other electronic delivery system.

11.
Incorporation of Plan by Reference.

This Grant Letter is made pursuant to the terms of the Plan, the terms of which are incorporated herein by reference, and shall in all respects be interpreted in accordance therewith. The decisions of the Committee shall be conclusive upon any question arising hereunder. The Grantee’s receipt of the Restricted Stock Units awarded under this Grant Letter constitutes such Grantee’s acknowledgment that all decisions and determinations of the Committee with respect to the Plan, this Grant Letter, and/or the Restricted Stock Units shall be final and binding on the Grantee, his or her beneficiaries, and any other person having or claiming an interest in such Restricted Stock Units. The settlement of any award with respect to Restricted Stock Units is subject to the provisions of the Plan and to interpretations, regulations, and determinations

6

 

concerning the Plan as established from time to time by the Committee in accordance with the provisions of the Plan. A copy of the Plan will be furnished to each Grantee upon request.

12.
Income Taxes; Withholding Taxes.

The Grantee is solely responsible for the satisfaction of taxes and penalties that may arise in connection with the Restricted Stock Units pursuant to this Grant Letter. At the time of taxation, the Company shall have the right to deduct from other compensation, or to withhold from the amounts payable under the Restricted Stock Unit, including from shares of Common Stock, an amount equal to the federal (including FICA), state, local, and foreign income taxes and other amounts as may be required by law to be withheld with respect to the taxation of the Restricted Stock Units, provided that any share withholding shall not exceed the Grantee’s minimum applicable withholding tax rate for federal (including FICA), state, local, and foreign tax liabilities.

 

13.
Governing Law.

The validity, construction, interpretation, and effect of this instrument shall exclusively be governed by, and determined in accordance with, the applicable laws of the Commonwealth of Pennsylvania, excluding any conflicts or choice of law rule or principle.

14.
Assignment.

This Grant Letter shall bind and inure to the benefit of the successors and assignees of the Company. The Grantee may not sell, assign, transfer, pledge, or otherwise dispose of the Restricted Stock Units, except to a successor Grantee in the event of the Grantee’s death.

15.
Section 409A.

This Grant Letter is intended to comply with the applicable requirements of section 409A of the Code, as set forth in Section 23.3 of the Plan.

16.
Company Policies.

All Restricted Stock Units under this Grant Letter shall be subject to any applicable clawback or recoupment policies, share trading policies, and other policies that may be implemented by the Board from time to time.

IN WITNESS WHEREOF, the Company has caused its duly authorized officer to execute and attest this instrument, and the Grantee has placed his or her signature hereon, effective as of the date of the grant set forth above.

By: /s/ Steven V. Abramson

 

7

 

universal Display Corporation

 

 

Name: STEVEN V. ABRAMSON

Title: PRESIDENT AND CEO

 

 

GRANTEE ACCEPTANCE

I, BRIAN MILLARD, hereby accept the award of the Restricted Stock Units described in this Grant Letter pursuant to the terms and conditions described herein, and I agree to be bound by all terms of the Plan and this Grant Letter. I hereby agree that all decisions and determinations of the Committee with respect to the Restricted Stock Units shall be final and binding.

Acknowledged and Agreed by the Grantee:

 

By: /s/ Brian Millard

BRIAN MILLARD

 

Date: October 22, 2022

 

 

 

8

 

 

Exhibit 10.25

certain identified information, marked herein with [***], has been excluded from this exhibit because it is both not material and is the type that the registrant treats as private or confidential.

OLED PATENT LICENSE AGREEMENT

THIS OLED PATENT LICENSE AGREEMENT (this “Agreement”) is entered into effective as of January 1, 2023 (the “Effective Date”), by and between Samsung Display Co., Ltd. (“SDC”), an entity incorporated under the laws of the Republic of Korea and having a place of business at 1 Samsung-ro, Giheung-gu, Yongin-si, Gyeonggi-do, 17113, Korea, and UDC Ireland Limited (“UDC”), an entity incorporated under the laws of Ireland and having a place of business at Suite 14, Plaza 256, Blanchardstown Corporate Park 2, Ballycoolin, Dublin 15, D15PR23, Ireland.

BACKGROUND

WHEREAS, UDC has rights in certain patents concerning Organic Light Emitting Devices;

WHEREAS, SDC previously obtained license rights to practice under certain ones of these patents under an OLED PATENT LICENSE AGREEMENT effective as of January 1, 2018, including any agreement supplemental thereto (the “2018 License Agreement”); and

WHEREAS, SDC desires to obtain license rights to continue its practice under these patents beyond the 2018 License Agreement’s expiration on December 31, 2022.

NOW, THEREFORE, intending to be legally bound, SDC and UDC agree as follows:

AGREEMENT

1.
Definitions

In addition to other terms defined elsewhere herein, the following terms shall have their corresponding meanings when used in this Agreement.

1.1
“Affiliate” means a corporation, partnership, trust or other entity that directly or indirectly (through one or more intermediates) controls, is controlled by or is under common control with the party in question. For such purposes, “control,” “controlled by” and “under common control with” shall mean the ability to make, or participate meaningfully in the making of, business decisions on behalf of the relevant entity and/or such party, as applicable. “Control” shall be presumed where the party in question owns fifty percent (50%) or more of the voting or other similar interests in the relevant entity.
1.2
“Licensed Product” means an OLED Display Module, or any product or part thereof that incorporates such an OLED Display Module, which OLED Display Module is made using a Permitted Process and which (a) is covered, in whole or in part, by any Valid Claim(s); and/or (b) is manufactured using a process that is covered, in whole or in part, by any Valid Claim(s).

UDC/SDC Confidential Page 1 of

 

1.3
“OLED” or “Organic Light Emitting Device” means a device consisting of two electrodes, at least one of which is transparent, together with one or more chemical substances deposited between these two electrodes, at least one of which chemical substances is an organic or organometallic material, which device emits light when a voltage is applied across the electrodes.
1.4
“OLED Display Module” means a device designed for use in display applications (which expressly exclude lighting applications), which device includes an active matrix OLED that may contain one or more colors of Phosphorescent Materials, [***].
1.5
“Permitted Process” means any method of manufacture other than organic vapor phase deposition or organic vapor jet printing, as described in any of the UDC issued patents or pending published patent applications.
1.6
“Permitted Sublicensees” means, unless otherwise separately agreed by the parties in writing, entities in which SDC has an ownership or other similar controlling interest of [***] percent [***] or more, which entities do not have, and are not Affiliates of entities (other than SDC) that have, their own OLED programs. Such entities shall be Permitted Sublicensees only for so long as they continue to satisfy the foregoing requirements.
1.7
“Phosphorescent Material” means an organometallic or other organic material intended to be used in the emissive layer of an OLED, and that when so used in the emissive layer, emits radiation from a triplet excited state or enhances the emission of radiation through phosphorescent sensitization.
1.8
“UDC Patents” means all patents, the design patents and the utility models (a) issued/registered in any country or territory in the world as of the Effective Date; or (b) issued/registered from the patent applications filed before or during the Term subject to Section 2.2 below, which UDC and/or its Affiliates at anytime during the Term own (it being understood that any ownership transfer of such patents shall be subject to the license rights granted to SDC hereunder), or at any time during the Term have the right to grant license thereunder. Subject to Section 2.2, UDC Patents shall specifically include, without limitation, those patents, the design patents and the utility models, for which UDC and/or its Affiliates have obtained, or will obtain at anytime during the Term (including, without limitation, those patents acquired by UDC from FujiFilm Corporation in 2012 and BASF SE in 2016), and certain patents owned by third parties (“Third Party Patents”) under which UDC and/or its Affiliates have rights to grant sublicenses to SDC, subject to any applicable sublicensing terms in the agreements with such third parties and the terms of Exhibit D.
1.9
“Valid Claim” means a claim of an issued/registered and unexpired UDC Patent, which claim has not been finally held unpatentable, invalid or unenforceable by a court or other government agency of competent jurisdiction.
2.
License Rights
2.1
Grant of License to SDC. Subject to the remaining provisions of this Article 2, UDC hereby grants to SDC a worldwide, non-exclusive and non-transferable (except in connection with a permitted transfer of this Agreement as a whole) license under the UDC Patents, solely to manufacture (including the right to practice methods, processes and procedures), have

UDC/SDC Confidential Page 2 of

 

manufactured by its Permitted Sublicensees, sell, offer for sale, use, lease, import, distribute and otherwise dispose of Licensed Products. SDC shall be permitted to grant sublicenses of the foregoing license rights solely to its Permitted Sublicensees, provided that (a) each such sublicense shall be pursuant to a written agreement between SDC and the Permitted Sublicensee, which written agreement shall obligate the Permitted Sublicensee to abide by the scope of license and other provisions of this Agreement that are applicable to Permitted Sublicensees; (b) in addition to its other rights or remedies hereunder, UDC shall be expressly identified in the written sublicense agreement as a third-party beneficiary thereof, entitled to enforce the scope of license and other applicable provisions of this Agreement directly against the Permitted Sublicensee; (c) SDC shall identify the name and business address of each such Permitted Sublicensee to UDC in writing promptly following its entry into a written sublicense agreement with the Permitted Sublicensee; and (d) SDC shall use its best efforts to cause each Permitted Sublicensee abide by the scope of license and other applicable provisions of this Agreement.
2.2
License Rights to Future Patents. To the extent UDC and/or its Affiliates have the right to do so, SDC’s license rights under Section 2.1 above will be expanded to include, and UDC and its Affiliates hereby grant to SDC a license under, additional patents, for which UDC and/or its Affiliates at anytime during the Term acquires the ownership interest or the right to grant license thereunder, to the extent such additional patents cover SDC’s manufacture, use, importation, or sale of OLED Display Modules through Permitted Processes as contemplated hereunder, but excluding any such patents which (a) are acquired by UDC through a merger, asset acquisition or other similar transaction, and (b) do not relate to phosphorescent OLED technology (“Non-Phosphorescent Patents”), unless separately agreed in writing. [***]
2.3
No Right to Make OLED Materials. Except as may otherwise be expressly agreed to by the parties in writing, nothing in this Agreement shall be construed as authorizing or otherwise permitting SDC or its Permitted Sublicensees, or any third parties claiming through them, to practice under any UDC Patents for purposes of manufacturing Phosphorescent Materials or other OLED materials, or having Phosphorescent Materials or other OLED materials manufactured for them or on their behalf.
2.4
Patents on SDC Improvements. SDC hereby covenants not to assert or assist third-parties in asserting, and SDC shall ensure that its Permitted Sublicensees do not assert or assist third-parties in asserting, any of its or their patents claiming improvements, modifications or enhancements to the inventions described in the UDC Patents (“SDC Improvements”) against UDC or its Affiliates solely for their conduct of research and development activities. SDC shall, and shall cause its Permitted Sublicensees to, condition each assignment or exclusive license of any patent claiming a SDC Improvement on the assignee or licensee agreeing to covenant the same to UDC in writing.
2.5
Reservation of Rights. Except for the license rights expressly granted to SDC under this Article 2, all rights to practice under the UDC Patents are reserved unto UDC and its licensors. Except for the express covenants of SDC and its Permitted Sublicensees under this Article 2, all rights to practice under any patents claiming SDC Improvements are reserved unto SDC and its Permitted Sublicensees. No implied rights or licenses to practice under any patents or to utilize any unpatented inventions, know-how or technical information of either party are granted to the other party hereunder. For clarification, the license granted under Section 2.1 does

UDC/SDC Confidential Page 3 of

 

not include Phosphorescent Materials covered by the UDC Patents unless such materials are purchased from UDC and/or its Affiliates.
2.6
Release. UDC, on behalf of itself, and each of its Affiliates and its and their respective predecessors, successors, and assigns, does hereby for their and their respective legal successors, heirs and assigns, release, acquit and discharge SDC or its Permitted Sublicensees and its and their respective officers, directors, employees, agents, successors, assigns, representatives and attorneys, and its direct and indirect customers, distributors, dealers, and resellers, from any and all claims or liabilities of any kind and nature, at law, in equity, or otherwise, known and unknown, suspected and unsuspected, disclosed and undisclosed (i) to the extent arising from infringement before the Effective Date of any of UDC Patents by Licensed Products (whether direct, contributory or by inducement, and whether or not willful) based on any acts of SDC or its Permitted Sublicensees prior to the Effective Date, or (ii) arising from infringement of any UDC Patents (whether direct, contributory or by inducement, and whether or not willful) based on Licensed Products manufactured or sold prior to the Effective Date; provided, however, this release shall apply only to the extent of the rights held by UDC and/or its Affiliates. For clarifications, the release granted under this Section 2.6 does not include release of any material suppliers to SDC or its Permitted Sublicensees for any manufacture or supply of material prior to the Effective Date.
3.
Patent Matters
3.1
Patent Validity. To the extent permitted by law, SDC shall not, and shall ensure that its Permitted Sublicensees do not, challenge or assist others in challenging the validity or enforceability of any of the UDC Patents or their counterpart foreign patent applications.
4.
Consideration
4.1
License Fees. In consideration of the license rights granted by UDC hereunder, SDC shall pay to UDC the license fees specified in Exhibit A hereto. Said license fees are due and payable on the date(s) specified in Exhibit A hereto. Except as may otherwise be specified in Exhibit A hereto, all license fees shall be non-refundable and payment thereof shall be irrevocable and unconditional.
4.2
Acknowledgement. Both parties acknowledge and agree that the license fees and the methods by which they are to be paid have been determined through arms length negotiations between the parties and that such fees and methods are reasonable and appropriate notwithstanding whether and to what extent any of the UDC Patents have or are in the future issued, expired, invalidated, modified or limited in any manner in any particular country in which Licensed Products are made, sold or used, and notwithstanding the actual number and/or types of License Products SDC may sell or make during the Term of this Agreement.
4.3
[***]

UDC/SDC Confidential Page 4 of

 

5.
Payment Terms; Audit Rights
5.1
Payments. All amounts due to UDC hereunder shall be paid in U.S. Dollars by wire transfer to a bank designated by UDC in writing, or by such other means as the parties may agree in writing. UDC’s current wire instructions are as follows:

 

Each payment is fully earned and shall be nonrefundable once made. Subject to Section 5.2, all payments due hereunder shall be made without set-off, deduction or credit for any amount owed (or alleged to be owed) by UDC to SDC or any of its Affiliates. UDC may require SDC to pay interest on any late payments (i.e., the payment remaining unpaid past the applicable due date as provided in Exhibit A hereto) at a per annum rate equal to the Prime Rate as published in The Wall Street Journal on the due date of payment plus [***] percent [***].

5.2
Payment Authorization and Withholding Taxes. Each party shall be responsible for its own taxes, fees, levies, or other charges, which may arise in connection with this Agreement. UDC shall provide all reasonably necessary documents to be eligible for non-deduction by SDC from the License Fee of any Korean withholding tax under the tax treaty between Ireland and South Korea and other applicable laws and regulations (“Withholding Tax”). Based upon the documents already provided (or to be provided until the Effective Date, only upon reasonable request by SDC), to SDC by UDC (the “Licensor Tax Documents”), SDC will pay the full amount of the License Fee without deducting any Withholding Tax. In the event that the Korean National Tax Service or local Korean tax authorities (collectively, the “Korean Authorities”), despite the Licensor Tax Documents, later determine that Withholding Tax should have been deducted from the License Fee made by SDC, then UDC shall be responsible for paying such Withholding Tax, [***] (“Imposed Tax”). [***] SDC will provide reasonable cooperation with UDC and support UDC’s efforts to obtain a refund, if UDC decides to appeal such Imposed Tax, including but not limited to cooperating with UDC’s counsel in its efforts and supporting UDC’s collection of statutory attorney fees from the Korean Authorities that may be due in connection with any refund.

 

5.3
Payment Restriction. All license fees shall be paid to UDC without deduction of currency exchange fees or other similar fees. If at any time the legal restrictions of a country outside of the United States prevent SDC from paying UDC any amounts due hereunder, UDC may direct SDC to make such payment to UDC’s account in a bank or other depository of such country.
6.
Confidentiality and Publicity
6.1
Obligations of Confidentiality and Non-Use. Each party (the “Recipient”) shall handle and maintain all Confidential Information of the other party in accordance with the following terms and conditions:
6.1.1
Recipient shall not publish, disclose or otherwise disseminate any Confidential Information of the other party, except to such of Recipient’s employees and agents who have a “need to know” it to accomplish the purposes of this Agreement, and then only if such persons previously have agreed in writing to handle and maintain such Confidential Information in accordance with the provisions of this Agreement or provisions substantially similar thereto.

UDC/SDC Confidential Page 5 of

 

Disclosure or dissemination of Confidential Information of the other party to any other persons or entities requires the prior written approval of such other party.
6.1.2
Recipient shall maintain all Confidential Information of the other party in a safe and secure place to prevent any unauthorized access to or disclosure of such Confidential Information.
6.1.3
Recipient shall not utilize, reproduce or otherwise exploit any Confidential Information of the other party, or permit or assist others to utilize, reproduce or otherwise exploit such Confidential Information, except as is reasonably necessary to accomplish the purposes of this Agreement.
6.1.4
Promptly upon learning of any unauthorized use or disclosure of any Confidential Information of the other party, Recipient shall (i) provide the other party with written notice thereof; (ii) take such other steps as are reasonably requested by the other party in order to limit the effects of such use or disclosure; and (iii) take steps to prevent any further unauthorized use or disclosure of such Confidential Information.
6.1.5
Promptly upon the expiration or sooner termination of this Agreement, Recipient shall return to the other party, destroy and/or delete from Recipient’s records and computer systems all Confidential Information of the other party, including any copies or portions thereof, in Recipient’s possession or control; provided, however, that Recipient may retain one copy of documents incorporating Confidential Information for archival purposes only. Within thirty (30) days following the other party’s written request, Recipient shall provide the other party with a certificate of Recipient’s compliance with the foregoing requirements. Nothing in this Agreement requires a party to return or destroy any information that it is required by law to retain.
6.2
Definition of Confidential Information. As used herein, “Confidential Information” of a party means all proprietary or confidential information, in written, oral or electronic form, relating to such party’s or its licensors’, suppliers’ or business partners’ technologies, materials, research programs, operations, pricing, relationships and/or financial or business condition that is (a) disclosed in writing and marked as “Confidential”, “Proprietary” or with similar words at the time of disclosure; or (b) orally or otherwise visually disclosed and identified as confidential or proprietary at the time of disclosure and confirmed as such in writing within thirty (30) days thereafter. Notwithstanding the foregoing, “Confidential Information” of a party shall not include any information that:
6.2.1
is approved by such party in writing for release by Recipient without restriction;
6.2.2
Recipient can demonstrate by written records was previously known to Recipient other than through a prior disclosure by such party or any third party with an obligation of confidentiality to such party;
6.2.3
is publicly known as of the date of this Agreement, or becomes public knowledge subsequent thereto, through no act or omission of Recipient or any third party receiving such information from or through Recipient;

UDC/SDC Confidential Page 6 of

 

6.2.4
is obtained by Recipient in good faith from a third party without the violation of any obligation of confidentiality to such party by either Recipient or the third party; or
6.2.5
is independently developed by or on behalf of Recipient without the benefit of such party’s Confidential Information, as shown by competent written records.
6.3
Disclosure Required by Law. This Agreement shall not restrict Recipient from disclosing any Confidential Information of the other party to the extent required by applicable law, or by the order of any court or government agency; provided, however, that Recipient shall afford the other party prompt notice of such law or order, so that the other party may interpose an objection to such disclosure or take whatever other actions the other party deems appropriate to protect such Confidential Information, and provided further that Recipient shall use all reasonable efforts to (a) limit such disclosure to only that Confidential Information which is required to be disclosed, and (b) ensure that the person or entity to whom such Confidential Information is disclosed agrees to keep it confidential.
6.4
Responsibility for Personnel. Recipient shall be responsible for the acts or omissions of any persons or entities receiving Confidential Information of the other party from or through Recipient to the extent such acts or omissions, if by Recipient, would constitute violations of this Agreement by Recipient.
6.5
Confidentiality of this Agreement. The terms of this Agreement shall be deemed Confidential Information of each party and shall be treated as such by both parties. Notwithstanding the foregoing sentence, either party may disclose in its public filings such of the terms of this Agreement as are reasonably required for such party to comply with applicable securities laws and regulations, including, without limitation, by filing an appropriately redacted copy of this Agreement in connection therewith. Provided that such party filing such redacted copy of this Agreement under this Section 6.5 shall prior to such filing provide the other party with such redacted copy proposed to be filed, and shall seek the written consent by the other party, which consent shall not be unreasonably withheld.
6.6
Press Releases and Other Public Disclosure. Within [***] business days following the execution of this Agreement, so as to coincide with UDC parent company, Universal Display Corporation’s obligation as public company to file with the U.S. Securities and Exchange Commission of a Current Report on Form 8-K (the content of which shall be substantially as set forth in Exhibit C hereto), Universal Display Corporation shall issue a press release, the content of which shall be substantially as provided in Exhibit B hereto. [***] Nothing herein shall prohibit either party from making any disclosure of this Agreement or the terms hereof to the extent required by law or regulation.
7.
Representations and Warranties; Disclaimers and Limitations of Liability
7.1
Warranties by Both Parties. Each party represents and warrants to the other that such party has the right, power and authority to enter into this Agreement and to perform its obligations hereunder, and that such performance will not violate any other agreement or understanding by which such party is bound.

UDC/SDC Confidential Page 7 of

 

7.2
Further Warranty by UDC. UDC additionally represents and warrants to SDC that UDC owns or has sufficient rights in the UDC Patents to grant the licenses granted to SDC hereunder, including those patents it acquired from Fujifilm Corporation and BASF SE.
7.3
Disclaimer of Additional Warranties. ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF NON-INFRINGEMENT, VALIDITY, QUALITY, PERFORMANCE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ARE HEREBY DISCLAIMED BY EACH PARTY. In particular, UDC makes no representations or warranties that SDC will be able to manufacture, sell or use any Licensed Products without obtaining additional license rights from third parties.
7.4
Limitation on Certain Damages. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER, WHETHER AS A RESULT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING UNDER OR IN CONNECTION WITH A BREACH OR ALLEGED BREACH OF THIS AGREEMENT. The foregoing limitation shall not limit either party’s liability to the other party for: (a) any claims of bodily injury or damage to tangible property resulting from such party’s gross negligence or willful misconduct, (b) any infringement of the other party’s patents or unauthorized use of the other party’s proprietary materials or information; or (c) any breach of the provisions of Article 6 respecting the other party’s Confidential Information.
7.5
Essential Part of the Bargain. The parties acknowledge that the disclaimers and limitations of liability set forth in this Article 7 reflect a deliberate and bargained for allocation of risks between them and are intended to be independent of any exclusive remedies available under this Agreement, including any failure of such a remedy to achieve its essential purpose.
8.
Term and Termination
8.1
Term. Unless otherwise extended by mutual written agreement of the parties, the term of this Agreement (the “Term”) shall commence on the Effective Date and shall continue until December 31, 2027, or through the date on which this Agreement is terminated as permitted hereunder, whichever occurs sooner. Unless otherwise expressly agreed in writing by the parties, all licenses granted under this Agreement shall expire immediately at the end of the Term.
8.2
Termination for Breach. Either party may terminate this Agreement on written notice to the other party if the other party materially breaches this Agreement or the 2018 License Agreement and fails to cure such breach within thirty (30) days following written notice thereof by the terminating party.
8.3
Termination for Challenge of Patents. UDC may terminate this Agreement immediately on written notice if SDC or any of its Affiliates asserts or assists another in asserting, before any court, patent office or other governmental agency, that any of the UDC Patents, or their counterpart foreign patent applications, is invalid or unenforceable.
8.4
Other Termination. Either party may terminate this Agreement on written notice to the other party if the other party permanently ceases conducting business in the normal course,

UDC/SDC Confidential Page 8 of

 

becomes insolvent or is adjudicated bankrupt, makes a general assignment for the benefit of its creditors, admits in writing its inability to pay its debts as they become due, permits the appointment of a receiver for its business or assets, or initiates or becomes the subject of any bankruptcy or insolvency proceedings which proceedings, if initiated involuntarily, are not dismissed with sixty (60) days thereafter.
8.5
Survival. The following provisions of this Agreement shall survive the expiration or earlier termination of this Agreement: (a) Articles 5 through 9; (b) any unfulfilled payment obligations of SDC to the extent not excused due to UDC’s breach; and (c) any other provisions necessary to interpret the respective rights and obligations of the parties hereunder.
9.
Miscellaneous
9.1
Independent Contractors. This Agreement is not intended by the parties to constitute, create, give effect to, or otherwise recognize a joint venture, partnership, or formal business organization of any kind. Each party hereto shall act as an independent contractor and neither shall act as an agent of the other for any purpose. Neither party has the authority to assume or create any obligation, express or implied, on behalf of the other.
9.2
Force Majeure. Neither party shall be in breach of this Agreement for any failure of performance (other than a failure to pay amounts due and owing hereunder) caused by an event beyond its reasonable control and not due to its or its Affiliates’ fault or negligence. In the event that such a force majeure event occurs, the party unable to perform shall promptly notify in writing the other party of such non-performance and its expected duration. In addition, such party shall in good faith maintain such partial performance of this Agreement as is reasonably practicable, shall use all reasonable efforts to overcome the cause of nonperformance by immediately taking reasonable steps to limit or minimize the consequences of such force majeure and shall resume full performance as soon as is reasonably practicable. The end of the force majeure shall also be reported in writing.
9.3
Non-Assignment. This Agreement and the rights and obligations of the parties hereunder shall not be assigned or transferred by either party without the prior written consent of the other party, except that either party may assign or transfer this Agreement, in its entirety, to a successor in interest to all or substantially all of such party’s business or assets to which this Agreement relates, whether by merger, acquisition or otherwise. Either party may assign or transfer this Agreement, in its entirety, to a wholly owned Affiliate thereof, subject to the written consent of the other party, which consent shall not be unreasonably withheld. Notwithstanding the foregoing, SDC may not assign or transfer this Agreement to a third party with whom UDC is then-engaged in litigation or other formal adversarial or dispute resolution proceedings respecting the UDC Patents. Should SDC assign or transfer this Agreement, whether by merger, acquisition or otherwise, to a third party with an existing OLED display business, or should SDC acquire the existing OLED display business of any third party, the license rights granted to SDC under this Agreement shall not extend to any current or future products of such third party’s OLED display business unless otherwise expressly agreed to by UDC in writing. Moreover, should UDC have already entered into a similar license agreement with the third party at the time of such assignment, transfer or acquisition, there shall be no reduction of the payment or other obligations of SDC under this Agreement as they pertain to products of SDC’s OLED display business, or of such third party under its similar license agreement as they pertain to products of the third party’s OLED

UDC/SDC Confidential Page 9 of

 

display business, unless otherwise expressly agreed to by UDC in writing. Nothing herein shall confer any rights upon any person other than the parties hereto and their respective successors and permitted assigns.
9.4
Equitable Relief. In the event of a party’s actual or reasonably anticipated infringement of the other party’s patents, unauthorized use of the other party’s proprietary materials or information; or breach of the provisions of Article 6 respecting the other party’s Confidential Information, such other party shall be entitled to seek injunctive or other equitable relief restraining such activity without the necessity of proving actual damages or posting any bond or other security. Such relief shall be in addition to, and not in lieu of, any other remedies that may be available to the other party, at law or equity, including, without limitation, an action for the recovery of damages.
9.5
Choice of Law; Dispute Resolution. This Agreement and the relationship of the parties hereunder shall be interpreted and governed in accordance with the federal laws of the United States of America and the laws of the State of New York, U.S.A., without regard to any principles respecting conflicts of law. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.
9.6
Notices. All notices and other communications under this Agreement shall be in writing and hand delivered or sent by e-mail transmission with confirmation of receipt, commercial overnight courier with written verification of receipt, or certified or registered mail, postage prepaid and return receipt requested; provided, however, that all notices concerning any dispute or any alleged breach or termination of this Agreement, in whole or in part, must be sent by overnight courier or certified or registered mail. Such notices and other communications shall be effective when received if hand delivered, when sent if sent by confirmed e-mail transmission, on the next business day of the recipient when sent by overnight courier, or five (5) business days after deposit in the mail when sent by certified or registered mail. All notices and other communications shall be directed to the parties at their respective addresses as set forth below, or to such other address(es) as either party shall provide to the other in a notice given in accordance herewith.

If to UDC,

All financial notices, to:

 

UDC Ireland Limited

Suite 14, Plaza 256

Blanchardstown Corporate Park 2

Ballycoolin

Dublin 15, Republic of Ireland

Attn:

Tel No.:

E-mail:

 

UDC/SDC Confidential Page 10 of

 

All other notices and communications, to:

 

[same as above]

Universal Display Corporation

Attn:

250 Phillips Boulevard

Ewing, New Jersey, U.S.A. 08618

Fax No.:

Tel No.:

E-mail:

 

If to SDC,

 

Samsung Display Co., Ltd.

SR-5 Building, 3nd Floor, IP Team

1 Samsung-ro , Giheung-gu, Yongin-si

Gyeonggi-do, 17113, Republic of Korea

 

Attn:

Tel No.:

E-mail:

 

Attn:

Tel No.:

E-mail:

 

9.7
No Waivers. The failure of either party on one or more occasions to assert any right hereunder, or to insist upon compliance with any term or condition herein, will not constitute a waiver of that right or excuse any subsequent nonperformance of any such term or condition, or of any other term or condition, by the other party. No waiver of any term of this Agreement shall be effective unless it is in writing and signed by an authorized representative of the party to be bound.
9.8
Severability. In view of the possibility that one or more of the provisions of this Agreement may subsequently be declared invalid or unenforceable in a particular jurisdiction by competent court or administrative tribunal, the parties hereto agree that invalidity or unenforceability of any of the provisions in a particular jurisdiction shall not in any way affect the validity or enforceability of such provisions in any other jurisdiction, or nor shall it affect the validity or enforceability of any other provisions of this Agreement unless the invalidated or unenforceable provisions comprise an integral part of, or are otherwise clearly inseparable from, such other provisions.
9.9
Entire Agreement; Amendments. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes, cancels and annuls all prior understandings, negotiations and communications between the parties with respect thereto, including the 2018 License Agreement. No modification of or addition to this Agreement shall be effective unless it is in writing and signed by an authorized representative of each party.

UDC/SDC Confidential Page 11 of

 

9.10
Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed to be an original, but all of which taken together shall constitute one and the same instrument.

 

UDC/SDC Confidential Page 12 of

 

 

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized representatives:

Samsung Display Co., Ltd. UDC Ireland Limited

 

 

By: /s/ Joo Sun Choi By: /s/ Sidney D. Rosenblatt

 

Name: JOO SUN CHOI Name: SIDNEY D. ROSENBLATT

 

Title: President and CEO Title: Director

 

Date: December 2, 2022 Date: December 2, 2022

 

 

 

 

 

 

 

 

 

 

 

UDC/SDC Confidential Page 13 of

 

Exhibit A

License Fees

SDC shall pay to UDC license fees of [***] (the “License Fee”), said fee to be paid in installments as follows:

[***]

As of January 1, 2023, the License Fee Installments shall be paid to UDC [***]. UDC shall invoice SDC [***] at least [***] days in advance of the applicable due date, [***].

Notwithstanding the foregoing, in the event of any termination of this Agreement, all remaining unpaid license fee installments, to the extent not excused due to such termination, shall be immediately due and owing to UDC.

[***]

Two Year “Term Extension Option:”

[***]

 

UDC/SDC Confidential Page 14 of

 

Exhibit B

Press Release Format

Samsung Display and Universal Display Corporation Enter into Long-Term OLED Agreements

Ewing, New Jersey – [DATE] - Universal Display Corporation (Nasdaq: OLED), enabling energy-efficient displays and lighting with its UniversalPHOLED® technology and materials, today announced the signing of long-term OLED material supply and license agreements with Samsung Display Co., Ltd. (SDC), a global display manufacturing leader. These agreements affirm that Universal Display Corporation will continue to supply its proprietary UniversalPHOLED phosphorescent OLED materials and technology to Samsung Display for use in its OLED displays. The agreements are scheduled to run through December 31, 2027, and may be extended for an additional two year period. Financial terms of the agreements have not been disclosed.

“We are pleased to announce the signing of these long-term agreements with Samsung Display, our partner for more than two decades,” said Steven V. Abramson, President and Chief Executive Officer of Universal Display Corporation. “Through our twenty-plus years of innovation and materials supply, our cooperation and collaboration with SDC has grown stronger and broader. As we enter new frontiers of the OLED revolution, we look forward to continuing to work hand-in-hand to support Samsung’s product roadmaps of advanced, inventive and beautiful OLED displays with our expanding portfolio of highly-efficient, high-performing proprietary OLED technologies and UniversalPHOLED materials.”

About Universal Display Corporation

[Use then current Universal Display “About” Paragraph and SEC Forward Looking Disclaimer language]

 

 

 

UDC/SDC Confidential Page 15 of

 

Exhibit C

Content of Proposed 8-K Filing

Item 1.01 Entry into a Material Definitive Agreement.

On [DATE], the Registrant, through its wholly owned subsidiary UDC Ireland Limited, and Samsung Display Co., Ltd. (“SDC”) entered into an OLED Patent License Agreement (the “License Agreement”) and a Supplemental OLED Material Purchase Agreement (the “Supplemental Agreement”), both effective as of January 1, 2023.

The License Agreement extends SDC’s rights under certain of Registrant’s intellectual property for at least another five years to manufacture and sell certain phosphorescent organic light emitting diode (OLED) display products. In consideration of the license grant, SDC agreed to pay the Registrant a license fee over the term of the License Agreement.

Pursuant to the Supplemental Agreement, the parties agreed that SDC shall continue to purchase red and green dopants from the Registrant, and the Registrant shall supply to SDC, a minimum amount of such phosphorescent materials for SDC’s use in the manufacture of licensed products. This minimum purchase commitment is subject to the Registrant being able to supply SDC with sufficient material to meet its requirements over the term of the Supplemental Agreement, which is concurrent with the term of the License Agreement. In addition, the parties have agreed to continue their discussions regarding ongoing collaboration and supply of blue phosphorescent materials and the entry of separate commercial supply and license provisions with respect to such materials.

 

 

 

UDC/SDC Confidential Page 16 of

 

Exhibit D

 

Sublicense Under Third Party Patents

To the extent UDC and/or its Affiliates have the right to do so and to the extent utilized by SDC, UDC hereby grants to SDC a worldwide, non-exclusive and non-transferable (except in connection with a permitted transfer of this Agreement as a whole) license under certain patents owned by third parties (“Third Party Patents”) under which UDC and/or its Affiliates have rights to grant sublicenses to SDC, subject to any applicable sublicensing terms in the agreements with such third parties, solely to manufacture (including the right to practice methods, processes and procedures), have manufactured by its Permitted Sublicensees, sell, offer for sale, use, lease, import, distribute and otherwise dispose of Licensed Products.

A list of Third Party Patents available for license hereunder is set forth in Appendix 1-A below [***]. A list of Third Party Patents utilized by SDC is set forth in Appendix 1-B below. [***]

Terms and Conditions for licenses under Third Party Patents

SDC will cooperate with UDC to enable UDC to comply with its reasonable third party reporting obligations that are required for the sublicenses granted hereunder, [***].

 

 

UDC/SDC Confidential Page 17 of

 

Appendix 1-A to Exhibit D

List of Third Party Patents Available for License

 

[***]

 

UDC/SDC Confidential Page 18 of

 

 

Appendix 1-B to Exhibit D

List of Third Party Patents

 

[***]

UDC/SDC Confidential Page 19 of

 

Exhibit 10.26

certain identified information, marked herein with [***], has been excluded from this exhibit because it is both not material and is the type that the registrant treats as private or confidential.

SUPPLEMENTAL OLED MATERIAL PURCHASE AGREEMENT

 

THIS SUPPLEMENTAL OLED MATERIAL PURCHASE AGREEMENT (this “Agreement”) is entered into effective as of January 1, 2023 (the “Effective Date”), by and between Samsung Display Co., Ltd. (“SDC”), an entity incorporated under the laws of the Republic of Korea and having a place of business at 1 Samsung-ro, Giheung-gu, Yongin-si, Gyeonggi-do, 17113, Korea, and UDC Ireland Limited (“UDC”), an entity incorporated under the laws of Ireland and having a place of business at Suite 14, Plaza 256, Blanchardstown Corporate Park 2, Ballycoolin, Dublin 15, D15PR23, Ireland.

 

BACKGROUND

WHEREAS, UDC makes and sells certain materials for use in organic light emitting devices;

WHEREAS, SDC desires to purchase these materials from UDC on the terms and conditions set forth herein;

WHEREAS, UDC and SDC have on the date hereof entered into an OLED PATENT LICENSE AGREEMENT (the “Main Agreement”) to which this Agreement is a supplement; and

WHEREAS, terms not defined herein shall have the meanings ascribed to them in the Main Agreement.

NOW, THEREFORE, intending to be legally bound, SDC and UDC agree as follows:

AGREEMENT

1.
Purchase of Commercial Materials
1.1
[***]
1.1.1
[***]
1.1.2
[***]
1.1.3
[***]
1.2
Supply of Existing Phosphorescent Materials. UDC shall continue to supply or have its Affiliates continue to supply Existing Phosphorescent Material(s) in the same quality and quantity required by SDC consistent with SDC’s forecasts provided to UDC or its Affiliates. [***]

UDC/SDC Confidential Page 1 of

 

1.3
Reservation of Rights. Nothing herein shall be construed as a license by UDC, express or implied, for SDC, any Permitted Sublicensee or any third party to manufacture and/or sell to SDC, such Permitted Sublicensee or any other person or entity any Phosphorescent Material or other OLED material covered by the UDC Patents or in which UDC otherwise has a proprietary interest. UDC acknowledges that it is responsible in its discretion for enforcing the UDC Patents and its other proprietary rights against other suppliers endeavoring to make or sell any such material without appropriate license rights from UDC, and that neither SDC nor its Permitted Sublicensees is responsible for such enforcement. Nevertheless, SDC shall refrain from, and shall cause its Permitted Sublicensees to refrain from, encouraging other suppliers to make or develop Phosphorescent Material with the knowledge that the manufacture or development of such material shall use or need to use any UDC intellectual property right.
1.4
[***]
1.5
[***]
2.
Material Purchase Commitments
2.1
UDC Development and Supply Commitment. During the term of this Agreement, UDC shall work diligently to develop and supply [***] red and green Phosphorescent Materials to SDC and its Permitted Sublicensees for the manufacture of Licensed Products. The Parties shall cooperate to regularly discuss SDC’s requirements for Phosphorescent Materials, [***]. UDC will in good faith consider SDC’s requirements in planning and prioritizing its development of new Phosphorescent Materials.
2.2
SDC Purchase Commitment. During the term of this Agreement, SDC and/or its Permitted Sublicensees shall purchase from UDC and/or its Affiliates a minimum quantity of Phosphorescent Materials (red, green and, if separately agreed by the parties, blue) for the manufacture of Licensed Products, as set forth in greater detail in Exhibit A attached hereto. Except as may otherwise be specified in Exhibit A hereto, this minimum purchase commitment shall be irrevocable and unconditional, provided however that in the event that UDC and its Affiliates are unable for any reason not due to SDC’s fault, [***], to supply Phosphorescent Material to SDC in sufficient quantity, consistent with SDC’s reasonable forecasts, to allow SDC to fulfill its minimum purchase commitment hereunder, SDC shall be relieved from the minimum purchase commitment to the extent of such inability.
2.3
Indirect Purchase of Material. In the event the parties agree that Phosphorescent Material is to be supplied [***], the parties agree that (1) UDC’s or its Affiliates’ obligation to supply such Phosphorescent Material under this Agreement is fulfilled and met; and (2) such purchase shall count towards the minimum purchase commitment by SDC under this Agreement to the extent of the purchase payment actually received by UDC or its Affiliates.
3.
Indemnification
3.1
Good Faith Negotiation Obligation. UDC acknowledges and agrees that, with respect to the Phosphorescent Material supplied by UDC and/or its Affiliates to SDC under the Purchase Agreement, UDC shall have an obligation to indemnify SDC and its Permitted Sublicensees as set forth in the Purchase Agreement. The terms and the extent of such

UDC/SDC Confidential Page 2 of

 

indemnification obligation shall be negotiated in good faith by the parties. The parties shall begin such negotiation within sixty (60) days from execution of this Agreement. Subject to further negotiation by the parties, such indemnification obligation shall be as set forth below.
3.1.1
UDC shall defend and/or settle any third-party claim or action brought against SDC, its Permitted Sublicensees, their Affiliates, and/or their respective officers, directors, employees, agents, representatives and customers (each, a “SDC Indemnified Person”), to the extent such claim or action concerns a UDC and/or its Affiliate’s-supplied Phosphorescent Material infringing or allegedly infringing the patent rights of any third party (“Third-Party Claimant”), but excluding any such claim or action where (A) the infringement or alleged infringement would not have occurred but for SDC’s or its Permitted Sublicensee’s combination of such UDC and/or its Affiliates-supplied Phosphorescent Material with materials, elements or features that are not [***]; (B) SDC or its Permitted Sublicensees knew of the infringement or alleged infringement (but only from the date such knowledge is obtained), unless [***]; or (C) the infringement or alleged infringement is based on products sold by SDC or its Permitted Sublicensees, directly or indirectly, to the Third-Party Claimant or its Affiliates, but only to the extent of such products sold to the Third-Party Claimant or its Affiliates.
3.1.2
In addition, UDC shall indemnify and hold harmless SDC and the SDC Indemnified Persons from and against any damages and/or settlement amounts payable by any of them to third parties in connection with any such claim or action, provided that UDC shall have the option to control the defense of, and to settle, the claim or action. Any settlement of such claim or action by SDC is subject to UDC’s prior approval.
3.1.3
With respect to any claim or action subject to indemnification hereunder, SDC shall promptly notify UDC in writing, specifying the nature of the claim or action and, to the extent known, the total monetary amount and/or other relief being sought by the Third-Party Claimant. SDC and any affected SDC Indemnified Persons (1) shall reasonably cooperate with UDC, at UDC’s expense, in connection with the defense and/or settlement of the claim or action; and (2) shall have the right to employ separate counsel to provide input into the defense and/or settlement of the claim or action, at their own cost.
3.1.4
Notwithstanding the foregoing, UDC’s total liability with respect to any and all claims or actions subject to indemnification hereunder shall not exceed the greater of (a) [***] of the purchase price paid by SDC during the Term for the UDC’s and/or its Affiliate’s -supplied Phosphorescent Material(s) giving rise to such claims or actions; or (b) [***].
4.
Miscellaneous
4.1
Term. The term of this Agreement shall run for the same length as the Term of the Main Agreement. For avoidance of doubt, in the event the Main Agreement is terminated, this Agreement shall terminate at the same time such termination of the Main Agreement occurs.
4.2
[***]
4.3
Survival. The following provisions of this Agreement shall survive the expiration or earlier termination of this Agreement: (a) Sections 1.2 and 4.4; (b) any unfulfilled payment

UDC/SDC Confidential Page 3 of

 

obligations of SDC to the extent not excused due to UDC’s breach; and (c) any other provisions necessary to interpret the respective rights and obligations of the parties hereunder.
4.4
Incorporation by Reference. The provisions of Articles 5, 6, 7 and 9 of the Main Agreement are incorporated herein by reference.
4.5
Acknowledgment. Notwithstanding Sections 9.8 and 9.9 of the Main Agreement, both parties acknowledge and agree that the financial terms of this Agreement were determined through arm’s length negotiations between the parties, and that such terms are part of an overall financial arrangement between the parties that is encompassed within this Agreement and the Main Agreement.
4.6
[***].

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized representatives:

 

 

Samsung Display Co., Ltd. UDC Ireland Limited

 

 

By: /s/ Joo Sun Choi By: /s/ Sidney D. Rosenblatt

 

Name: JOO SUN CHOI Name: SIDNEY D. ROSENBLATT

 

Title: President and CEO Title: Director

 

Date: December 2, 2022 Date: December 2, 2022

 

UDC/SDC Confidential Page 4 of

 

Exhibit A

 

Material Purchase Commitment

During the Term, [***], SDC’s minimum purchase commitment shall be [***]. Failure to meet the foregoing requirements shall constitute a material breach of this Agreement.

[***]

 

 

Material Pricing

 

The pricing charged to SDC or its Permitted Sublicensees for red and green non-solution process Phosphorescent Materials for the manufacture of Licensed Products shall be set forth in the Supply Agreement, [***].

 

 

 

 

UDC/SDC Confidential Page 5 of

 

Exhibit 21

 

SUBSIDIARIES OF THE REGISTRANT

 

UDC, Inc., a New Jersey corporation.

 

Adesis, Inc., a Delaware corporation.

 

Universal Display Corporation Hong Kong, Limited, a Hong Kong limited liability entity.

 

Universal Display Corporation Korea, Y.H., a limited liability entity organized under the laws of the Republic of Korea.

 

Universal Display Corporation Japan GK, a limited liability entity organized under the laws of Japan.

 

UDC Ireland Limited, a private company limited by shares, organized under the laws of Ireland.

 

Universal Display Corporation China, Ltd., a wholly foreign-owned limited liability company organized under the laws of China.

 

UDC Ventures LLC, a Delaware limited liability company.

 

OVJP Corporation, a Delaware corporation.

 

OLED Material Manufacturing Limited, a private company limited by shares, organized under the laws of Ireland.

 

 

 

Exhibit 23.1

 

Consent of Independent Registered Public Accounting Firm

 

We consent to the incorporation by reference in the registration statements (Nos. 333-159081, 333-131515, 333-120737, 333-112077, 333-101733, 333-74854, 333-72846, 333-60856, 333-50990, 333-40760, and 333-27901) on Form S-3 and (Nos. 333-198060, 333-159083, 333-159082 and 333-112067) on Form S-8 of our reports dated February 23, 2023, with respect to the consolidated financial statements of Universal Display Corporation and the effectiveness of internal control over financial reporting.

 

/s/ KPMG LLP

 

Philadelphia, Pennsylvania

February 23, 2023

 

 

 

Exhibit 31.1

CERTIFICATIONS REQUIRED BY

RULE 13a-14(a)/15d-14(a)

I, Steven V. Abramson, certify that:

1. I have reviewed this annual report on Form 10-K of Universal Display Corporation (the “registrant”) for the year ended December 31, 2022;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date:

 

February 23, 2023

By:

 

/s/ Steven V. Abramson

 

 

 

 

 

Steven V. Abramson

 

 

 

 

 

President and Chief Executive Officer

 

 

 

Exhibit 31.2

CERTIFICATIONS REQUIRED BY

RULE 13a-14(a)/15d-14(a)

I, Brian Millard, certify that:

1. I have reviewed this annual report on Form 10-K of Universal Display Corporation (the “registrant”) for the year ended December 31, 2022;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date:

 

February 23, 2023

By:

 

/s/ Brian Millard

 

 

 

 

 

Brian Millard

 

 

 

 

 

Vice President, Chief Financial Officer and Treasurer

 

 

 

Exhibit 32.1

CERTIFICATIONS REQUIRED BY

RULE 13a-14(b)/15d-14(b) AND 18 U.S.C. SECTION 1350

In connection with the annual report of Universal Display Corporation (the “Company”) on Form 10-K for the year ended December 31, 2022, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Steven V. Abramson, President and Chief Executive Officer of the Company, hereby certify, based on my knowledge, that:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

Date:

February 23, 2023

By:

 

/s/ Steven V. Abramson

 

 

 

 

Steven V. Abramson

 

 

 

 

President and Chief Executive Officer

 

 

 

Exhibit 32.2

CERTIFICATIONS REQUIRED BY

RULE 13a-14(b)/15d-14(b) AND 18 U.S.C. SECTION 1350

In connection with the annual report of Universal Display Corporation (the “Company”) on Form 10-K for the year ended December 31, 2022, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Brian Millard, Vice President, Chief Financial Officer and Treasurer of the Company, hereby certify, based on my knowledge, that:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

Date:

February 23, 2023

By:

 

/s/ Brian Millard

 

 

 

 

Brian Millard

 

 

 

 

Vice President, Chief Financial Officer and Treasurer