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Netherlands
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001-34841
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98-1144352
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(State or other jurisdiction
of incorporation)
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(Commission
file number)
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(IRS employer
identification number)
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60 High Tech Campus
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Eindhoven
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Netherlands
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5656 AG
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(Address of principal executive offices)
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(Zip code)
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+31
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40
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2729999
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(Registrant’s telephone number, including area code)
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NA
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(Former name or former address, if changed since last report)
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Title of each class
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Trading symbol(s)
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Number of each exchange on which registered
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Common shares, EUR 0.20 par value
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NXPI
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The Nasdaq Global Select Market
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Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits
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10.1
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10.2
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10.3
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99.1
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104
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Cover Page Interactive Data File (formatted as Inline XBRL).
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NXP Semiconductors N.V.
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By:
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/s/ Dr. Jean A.W. Schreurs
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Name:
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Dr. Jean A.W. Schreurs
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Title:
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SVP and Chief Corporate Counsel
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(1)
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NXP Semiconductors N.V., a public limited liability company with seat in Eindhoven, the Netherlands and address at High Tech Campus 60, the Netherlands, hereby duly represented by Sir Peter Bonfield and Mr. Peter Smitham, as authorized by Board resolution of March 5, 2020, ("NXP");
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(2)
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Kurt Sievers, born on April 9, 1969 and residing in Hamburg, Germany, ("Named Executive Officer" or “NEO”).
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(A)
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The expectation is that the Named Executive Officer will be appointed as executive director and member of the board of directors and as President and Chief Executive Officer (“Executive Director and President/CEO”) of NXP by the general meeting of NXP with effect from May 27, 2020 (the "Commencement Date").
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(B)
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In this agreement, NXP and the Named Executive Officer wish to set out the provisions relating to the Named Executive Officer’s performance of his duties and obligations as Executive Director and President/CEO of NXP.
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(C)
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This agreement is conditional on the appointment of the Named Executive Officer as Executive Director and President/CEO of NXP, as set out in (A).
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(D)
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The parties acknowledge and expressly determine that, pursuant to article 2:132(3) Dutch Civil Code ("BW"), their legal relationship may not be deemed an employment agreement.
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(E)
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This agreement is an agreement for services as referred to in article 7:400 et seq. BW.
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(F)
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The parties wish to set out the terms of their legal relationship in this agreement, it being understood that the Named Executive Officer will continue his employment relation with NXP Semiconductors Germany GmbH (“NXP GmbH”) under his employment contract with NXP GmbH (the “Contract”) of October 23, 2009, as amended from time to time, together with the secondment addendum (“Secondment Addendum”) of March 5, 2020 agreed upon between the Named Executive Officer
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1
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DURATION OF THIS AGREEMENT
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1.1
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Duration
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1.1.1
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This agreement takes effect on the Commencement Date on the condition that the Named Executive Officer is appointed as Executive Director and President/CEO of NXP, as set out in (A).
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1.1.2
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This agreement is entered into for the period up to and including the date of NXP’s general meeting to be held in the next financial year after the Commencement Date, and ends automatically on that date without prior notice being required.
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1.2
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Reappointment
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2
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NOTICE
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2.1
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Notice period
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2.2
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Urgent cause
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3
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TERMINATION
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3.1
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Dismissal/resignation
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3.2
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Urgent cause
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4
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SERVICES
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4.1
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Duties and obligations
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4.1.1
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As the President/CEO of NXP, the Named Executive Officer is a member of NXP’s board of directors (the “Board”). The parties agree that the Named Executive Officer will perform the duties and obligations (the "Services") of Executive Director and President/CEO of NXP with effect from the Commencement Date.
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4.1.2
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In his capacity as Executive Director and President/CEO of NXP, the Named Executive Officer has all the rights and obligations assigned to and imposed on him by law or under NXP’s articles of association. By signing this agreement, the Named Executive Officer declares that he has received a copy of NXP’s articles of association and a copy of the Rules governing the Board of NXP, and that he is aware of their contents.
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4.1.3
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The Named Executive Officer shall perform his duties as Executive and President/CEO of NXP properly and shall do his utmost to manage NXP and its affiliates as responsibly as possible.
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4.2
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Services for a group company
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4.3
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Additional activities
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4.3.1
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The Named Executive Officer may only accept additional activities, including a supervisory board membership, with the prior written consent of the chairman of NXP’s Board. If the nature of the additional activities for which NXP has given its consent changes, the Named Executive Officer shall consult with the chairman of NXP’s Board and secure further agreement about this.
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4.3.2
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On the Commencement Date the Named Executive Officer does not perform any additional activities outside the NXP group.
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5
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FEES
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6
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MISCELLANEOUS
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6.1
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Previous agreements
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6.2
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Amendments
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7
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APPLICABLE LAW AND JURISDICTION
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7.1
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Applicable law
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7.2
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Jurisdiction
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/s/ Sir Peter Bonfield
NXP Semiconductors N.V.
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/s/ Peter Smitham
NXP Semiconductors N.V.
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Name: Sir Peter Bonfield
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Name: Peter Smitham
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Title: Chairman of the board of directors
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Title: Chairman of the Compensation Committee
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/s/ Kurt Sievers
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Kurt Sievers
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1.
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NXP Semiconductors Germany GmbH, a company registered and incorporated under the laws of Germany having its principal place of business in Hamburg, hereinafter referred to as ‘Employer’;
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2.
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Kurt Sievers, hereinafter referred to as ‘Employee’;
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•
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Employee is employed by Employer on the basis of the contract of employment of October 23, 2009, as amended from time to time, for an indefinite period of time (the "Employment Contract");
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•
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Employer is an affiliated company of NXP Semiconductors N.V. and forms part of the NXP group;
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•
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Employee will be seconded to NXP Semiconductors N.V. (“NXPI”) on a full-time basis as of May 27, 2020, subject to, and for the period of, his appointment as executive director and member of the board of directors and president/chief executive officer of NXPI ("Executive Director and President/CEO") by the annual general meeting of shareholders (“AGM”) of NXPI (the ‘Secondment’);
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1.
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The Secondment takes effect on May 27, 2020 on the condition that Employee is appointed as Executive Director and President/CEO of NXPI by the AGM and ends automatically on the date on which Employee ceases to be Executive Director and President/CEO of NXPI, irrespective of the reason thereof. This is to confirm that, as long as Employee is Executive Director and President/CEO of NXPI, his employment relationship with Employer will be governed by the Employment Contract and this Secondment Addendum;
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2.
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During the Secondment, Employer will make Employee available to NXPI on a full-time basis, to which Employee agrees.
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3.
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During the Secondment, Employee will be working under maintenance of the Employment Contract, the provisions of which will remain in full force and effect unless explicitly stipulated otherwise in this Secondment Addendum.
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4.
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Employer will continue to pay Employee’s salary and emoluments and continue to execute all relevant employment terms and conditions included in the Employment Contract during the term of the Secondment. During the Secondment, Employee shall receive a gross annual base salary of EUR 1 million including holiday allowance, to be paid in twelve equal monthly instalments at the end of each calendar month, net of the mandatory and agreed withholdings and deductions. In view of, and subject to Employee’s appointment as Executive Director and President/CEO of NXPI, Employee will be offered a long term incentive equity grant with a total grant value of US$ 3 million. This award is 30% in the form of Restricted Share Units (RSUs) and 70% in the form of Performance Share Units (PSUs) under the NXPI 2019 Omnibus Incentive Plan. The number of shares will be determined using the closing price of NXPI on the NASDAQ on the first trading day after the publication of NXPI’s Q2 quarterly earnings release (“Date of Grant”). Employee will be notified of the official grant and related terms and conditions, and further actions to take in accepting the grant as soon as possible after the Date of Grant. During the Secondment, the salary and emoluments, as well as the terms and conditions of employment of Employee may be adjusted annually by Employer following the review and the instruction of the compensation committee of the board of directors of NXPI. Employee shall be informed in writing of any salary increases awarded to him in this way.
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5.
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In deviation of clause 3.3. of the Employment Contract, during the Secondment the on-target cash incentive percentage for Employee shall be 150% of the base salary, with the maximum annual incentive opportunity to be equal to 200% of the at target cash incentive opportunity. Every year the compensation committee of the board of directors of NXP shall set the targets to be achieved and the variable remuneration applicable to those targets.
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6.
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In deviation of the first sentence of clauses 10.4 and 12.3 of the Employment Contract, Employee shall owe to Employer without any demand or other prior notice a non-recurrent penalty of 100,000 euro for each breach of the confidentiality and non-competition obligations set out in the Employment
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7.
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As per the date of termination of this Secondment Addendum, Employee shall solely be entitled to the terms and conditions of employment as applicable to Employee pursuant to the Employment Contract immediately prior to the date the Secondment takes effect.
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8.
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During the Secondment, Employee shall receive international medical coverage, and annually, he will be entitled to receive a physical examination. Expenses relating to the international medical coverage and the annual physical will be paid for by the Employer.
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9.
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Tax Protection. If Employee is exposed during the Secondment to a total higher income tax payable than he would have paid if he would be exclusively taxable in his home country (i.e. Germany), the excess taxes incurred on his remuneration (excluding his equity income) will be compensated by Employer.
The NXP Group's designated advisor will calculate the possible compensation amount after the filing of the various income tax returns. |
10.
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During the Secondment, Employer's retirement arrangements remain applicable to Employee, and Employee continues to participate in Employer's pensions plan, to the extent permitted by law and in accordance with the rules of such pension plans. The retirement age remains to be in accordance with local rules and practice of Employer.
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11.
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The activities of Employee for NXPI will solely exist of his duties as Executive Director and President/CEO of NXPI. At the latest as per May 27, 2020, Employee shall step down from the board of directors (“Vorstand”) of Employer, and withdraw from all other functions within Employer.
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12.
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Employer will invoice NXPI for the costs resulting from the Secondment. Invoicing details and agreements will be agreed upon between Employer and NXPI.
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13.
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Employee acknowledges and agrees that if the Secondment terminates, the employment contract between Employee and Employer will also have to be
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14.
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In deviation of clause 2.5 of the Employment Contract, in the event of termination of the Employment Contract at the initiative of Employer and other than for Cause, simultaneously with the termination of the Secondment Addendum, Employee will be entitled to a fixed gross severance amount of two times the gross annual base salary paid to Employee in the last twelve months (the "Severance Amount"), provided that Employee signs and returns a general release within seven days following the end of the employment. The costs of the notice period (including gross amounts of salary and any other benefits) shall be deducted from the Severance Amount, unless Employee has performed or will perform actual work during the notice period. Any statutory severance entitlements shall be deemed to be included in, or deducted from, the Severance Amount. Clauses 3.4 and 3.4 of the Employment Contract relating to the on-target cash incentive are applicable in the event of termination of the Employment Contract.
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15.
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In the event of termination for Cause, Employee shall not be entitled to the Severance Amount. For the purpose of this Secondment Addendum and the Employment Contract “Cause” shall be understood to be present in case of (i) a material breach by Employee of his contractual or fiduciary obligations owed to Employer or any of its affiliates (including NXPI) to the detriment of Employer or any of its affiliates or their stakeholders (including employees), which breach is of a nature and severity that renders Employee’s continued employment unbearable for Employer, or (ii) a breach by Employee of the non-compete and/or non-solicitation and/or confidentiality obligations as set out in the Employment Contract, or (iii) other serious culpable behaviour/act or serious culpable failure to act of Employee. Criminal acts committed by Employee against Employer or any of its affiliates (including NXPI) always qualify as Cause.
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16.
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For the purposes of clause 14 of this Secondment Addendum, "actual work" shall be deemed to include periods of holiday leave and periods of incapacity to work on account of illness or disablement, in so far as such period does not exceed 3 months.
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17.
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In deviation of clause 5 of the Employment Contract, Employee will take vacation at his own discretion ensuring company and business requirements
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18.
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This Addendum is governed by German law.
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/s/ Peter Smitham
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/s/ Kurt Sievers
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Employer
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Employee
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By: Peter Smitham
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By: Kurt Sievers
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Signed by NXPI,
solely for the purpose of acknowledgment
of the Secondment of Employee to NXPI
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/s/ Sir Peter Bonfield
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/s/ Peter Smitham
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NXP Semiconductors N.V.
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NXP Semiconductors N.V.
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By: Sir Peter Bonfield
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By: Peter Smitham
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Chairman of the board of directors
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Chairman of the Compensation Committee
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1.
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In view of your transition from your position as chief executive officer and member of the board of directors of NXP Semiconductors N.V. (“NXPI”), your management service and employment agreement with NXPI will end as of May 28, 2020. Effective the same date, May 28, 2020, you will enter into the temporary employment of the Company.
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2.
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Your employment with the Company will terminate on October 31, 2021, unless terminated on an earlier date by the Company for any reason (“Separation Date”), or unless extended by written agreement between you and the Company (hereinafter referred to as the “Extension”). In the event of your termination of employment by the Company, other than for Cause, prior to the Separation Date, you will be entitled to a fixed gross severance amount (“Severance Payment”), provided you sign and return the General Release in the form attached as Exhibit A within seven days following your Separation Date. The Severance Payment to be paid to you shall be 100% of the base salary you would have been entitled to between the Separation Date and October 31, 2021, which payments will all be made within one month after the Separation Date. In the event of your termination for Cause, you shall not be entitled to the Severance Payment. “Cause” shall for purposes of this Agreement be understood to be present only if the Company shows that termination is based on material breaches of your obligations owed to the Company or any Affiliate of the Company to the detriment of the Company or any of its Affiliates, which breaches must be of a nature and severity that render your continued employment unbearable for the Company, or if you breach your non-compete and non-solicitation obligations as laid out in Section 8 below. Criminal acts that materially injures the Company, committed by you against the Company or any of its Affiliates always qualify as Cause. “Affiliates” shall for purposes of this Agreement be understood to be NXPI or any of the subsidiaries owned by NXPI.
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3.
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From May 28, 2020 until your Separation Date, you will act as Strategic Advisor to the Chief Executive Officer (“CEO”) of NXPI, and you will continue to assist NXP with the transition of your duties and other tasks as needed and requested by the CEO of NXPI.
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4.
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Your bi-weekly salary will be $US$ equivalent of 46,153.86 euros, using EUR/USD exchange rate on May 28, 2020 (gross) and will be paid in accordance with our normal payroll schedule. You will be eligible for NXP’s Group Employee Benefit Programs. However, you agree that you will not enroll in any benefit program to the extent it would result in you receiving duplication of any benefits as provided in this Agreement, such as the health benefits as described in Section 9 below. You will be eligible for an annual incentive payment for the period January 1, 2020 through May 28, 2020, at realization and payable per the process applicable to NXP employees generally. You will not be entitled to any annual incentive over the period as of May 28, 2020.
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5.
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Annually, you will be entitled to receive a physical examination. Expenses relating to your annual physical will be paid for by the Company.
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6.
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Your seniority rights accrued since January 1, 2009 during your employment with NXP Semiconductors N.V. and its group companies will be acknowledged by the Company.
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7.
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Your participation in any NXP Semiconductors N.V. Long Term Incentive (LTI) plans or agreements will continue to be governed by the terms of those plans and agreements. Further note that with regard to your LTI awards, the following terms shall continue to apply:
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•
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Reboot RSUs and Reboot PSUs granted on July 26, 2018 shall continue to vest until July 26, 2021 (full vesting), unless in the event of your termination for Cause prior to July 26, 2021. Reboot PSUs will vest subject to achieving the targets. NXPI shares for vested Reboot RSUs and Reboot PSUs will be delivered per the process applicable to NXP employees generally.
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•
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PSUs and RSUs granted on October 29, 2019 shall continue to vest until the Separation Date (pro rata vesting), unless in the event of your termination for Cause. 2019 PSUs will pro rata vest subject to achieving the targets. NXPI shares for (pro rata) vested 2019 RSUs and PSUs will be delivered per the process applicable to NXP employees generally.
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•
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Any other Long Term Incentives (all of which were granted before July 2018, including the RSU grant in October 2017) will continue to vest until the Separation Date.
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•
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Any PSUs/RSUs that are unvested as of the Separation Date will become null and void, and not exercisable anymore, without compensation. This is to confirm that, in the event of an Extension of this Agreement beyond October 31, 2021 or in the event you are appointed and take on a directorship of NXPI effective immediately following the Separation Date, any unvested RSUs and PSUs shall continue to vest during the Extension and during your NXPI directorship.
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•
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Vested stock options are exercisable until the 10th anniversary of the grant date.
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•
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Current Accelerated Vesting at Change of Control, as laid down in the resolution of September 1, 2016 of the Nominating & Compensation Committee of the Board of Directors of NXPI shall remain applicable until the Separation Date, on the understanding that if a transaction that would constitute a Change of Control is substantially agreed upon prior to the Separation Date, but is not consummated until after the Separation Date, any outstanding and unvested LTI’s awarded to you prior to the Separation Date will fully vest on, and subject to, the date the Change of Control transaction is consummated.
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•
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Also, the current death arrangements on your LTI’s remain applicable until the Separation Date. This means that, notwithstanding what is stipulated in the respective LTIP terms and conditions, in case your employment with the Company terminates as a result of your death (“death in service”), your unvested LTIs (including any NXP stock options, PSUs and RSUs) will fully (for 100%) vest (accelerated vesting). As a consequence, in case of your death in service, your unvested LTIs will become unconditional on the date of your death in service, and as of such date, no time vesting requirements will apply anymore. PSUs will continue to fully vest subject to achieving the targets, provided that any performance conditions are guaranteed to have achieved at target level as a minimum.
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•
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You will not be entitled to any new LTI grants as of May 28, 2020.
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8.
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In consideration of your employment by NXP, including without limitation the salary and other compensation paid to you, and your receipt of and access to confidential information of NXPI and its Affiliates, you explicitly agree that until the earlier of (i) one year from the Separation Date, and (ii) June 1, 2022, you may not, without the Company’s prior written consent, directly or indirectly, for yourself or for others, for payment or otherwise, in any way work for or be involved with or have an interest in Analog Devices, ARM, Bosch, Broadcom, Cypress, Infineon, Intel, Marvell, Maxim Integrated Products, MediaTek, Microchip, NVIDIA, ON Semiconductor, Qualcomm, Renesas, Samsung LSI, Silicon Laboratories, STMicroelectronics, TeleChips and Texas Instruments, which for the avoidance of doubt shall not include investments in these listed companies. It is also explicitly confirmed that you may continue your current activities as chairman of the board and equity owner of Privafy, Inc. Furthermore, you may not, directly or indirectly and in any capacity whatsoever, actively solicit or actively endeavor to entice away or actively recruit any employees of NXP or its Affiliates in said period.
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9.
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The Company will take out for you and your family the following Aetna Global coverage: Global Medical, International Employee Assistance Program (IEAP), Prescription Drug Coverage, Vision Coverage, and Comprehensive Dental Coverage. The Company will reimburse 100% for all costs eligible for reimbursement under the terms of the policy, as well as the premiums.
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10.
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NXP Corporate Fiscal in consultation with Price Waterhouse Coopers will continue the tax support and assist you in the filing of your annual tax returns for The Netherlands and US for the tax years 2020 and 2021. The tax support will not cover the period as of tax year 2022.
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11.
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You are required to sign NXP’s Intellectual Property Agreement as attached to this Agreement.
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12.
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The Current repatriation approach for you as approved and laid down in the resolution of October 4, 2019 of the Compensation Committee of the Board of Directors of NXPI shall remain applicable until the Separation Date.
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13.
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Except where otherwise specified, this Agreement sets forth the entire Agreement between the parties pertaining to the subject matters of this Agreement, and supersedes and replaces any prior contracts, agreements or understandings, whether written or oral, between you and NXP, its affiliated entities (which includes NXP Semiconductors N.V.) and/or (members of) its Board of Directors. Going forward, you will be subject exclusively to the terms and conditions of employment, and exclusively be entitled to the compensation, reimbursements and allowances, as described in this Agreement and in the plans, policies and procedures applicable to NXP USA, Inc. employees. Furthermore, by entering into employment with NXP USA, Inc., you are voluntarily terminating your employment and/or role and function with any other NXP affiliated entity, with any applicable notice periods waived.
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14.
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This Agreement shall, in all respects, be interpreted, enforced, and governed under the laws of the State of Texas. You agree that any litigation concerning this Agreement shall be brought in the federal courts of Texas, unless otherwise provided for in a plan document.
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Peter Smitham
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/s/ Peter Smitham
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Signature
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Date: March 5, 2020
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/s/ Richard L. Clemmer
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Richard L. Clemmer
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Date: March 5, 2020
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Signature
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Date
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NXP BUSINESS CODE OF CONDUCT AND INTELLECTUAL PROPERTY AGREEMENT
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1.
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Not to use, publish or otherwise disclose (except as my job requires) either during or after my employment, any secret or confidential (proprietary) information or data of the company or its customers or any other third party received by the company in confidence (collectively “Trade Secret Information”).
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2.
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Upon the termination of my employment, to deliver promptly to the company all written and other materials that relate to the business of the company.
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3.
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To disclose promptly, and hereby assign and agree to assign, without further compensation, to the company as its exclusive property, all inventions, technical innovations, business innovations, works of authorship and any other intellectual property developed or conceived by me alone or with others, while I am employed, which: (a) pertains to any line of the businesses, work or investigations of the company or its affiliates, (b) pertains to any demonstrably anticipated business, research or development of the company or its affiliates, (c) is suggested by or result from work that I may do for the company or its affiliates, or (d) is aided by use of time, materials, facilities, patents, trade secrets, know-how, technology, confidential information, ideas, copyrights, trademarks, and service marks and any and all rights, applications and registrations relating to them of the company or its affiliates. This or any other provision of this agreement, if found to be invalid, illegal or unenforceable, will be revised only to the extent necessary to make it valid, legal and enforceable.
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4.
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To make and maintain for the company adequate and current written records of such intellectual property.
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5.
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To perform all reasonable acts (such as execution of all necessary papers) and otherwise provide proper assistance (at the company’s request) during and subsequent to my employment to enable the company to obtain patents, copyrights or other legal protection for such intellectual property in any and all countries.
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6.
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Not to disclose or utilize in my work any proprietary information of others (including that of any prior employers) or any intellectual property of my own that is not included within the scope of paragraph 3 and for which I do not agree to grant the following license. For any intellectual property of my own or that I have the right to license and that I use, or cause to be used, in my work for the company or its affiliates (collectively “Utilized Intellectual Property”), I agree and hereby agree to grant to the company a non-exclusive, worldwide, perpetual, irrevocable , sub-licensable, royalty-free, fully paid-up license under the Utilized
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7.
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To abide by the ethical and legal principles as set forth in the NXP Business Code of Conduct and affiliated directives, policies and codes, as established and amended from time to time.
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8.
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I have the right under 18 U.S.C. § 1833(b) to disclose Trade Secret Information: (1) in confidence to a Federal, State or local government official, or to an attorney, for the sole purpose of reporting or investigating a suspected violation of law, or (2) in a document filed in a lawsuit or other proceeding, but only if the filing is made under seal and protected from public disclosure. Nothing in this agreement is intended to conflict with 18 U.S.C. § 1833(b) or create liability for disclosures of Trade Secret Information that are expressly allowed by 18 U.S.C. § 1833(b).
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RICHARD L. CLEMMER
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EMPLOYEE SIGNATURE, MARCH 5, 2020
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JENNIFER WUAMETT, MARCH 5, 2020
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(Company Representative)
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