CYPRESS SEMICONDUCTOR CORP /DE/ (Form: 8-K, Received: 08/12/2016 17:30:25)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

____________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): August 10, 2016

CYPRESS SEMICONDUCTOR CORPORATION

(Exact Name of Registrant as Specified in its Charter)



Delaware	1-10079	94-2885898
(State or other jurisdiction of incorporation or organization)	Commission File Number	IRS Employer Identification Number



198 Champion Court San Jose, California 95134		(408) 943-2600
(Address of principal executive offices and zip code)		(Registrant's telephone number, including area code)

(Former name, former address, and formal fiscal year,

if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:



	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)



	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)



	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))



	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 11, 2016, Cypress Semiconductor Corporation (the “ Company ”) announced the following changes to its Board of Directors (the “ Board ”) and management:

(b), (c) and (e) Appointment of Chief Executive Officer; Compensation

Effective August 10, 2016, Hassane El-Khoury was promoted to the position of President and Chief Executive Officer of the Company. Upon the effectiveness of Mr. El-Khoury’s appointment as President and Chief Executive Officer, the Office of President and Chief Executive Officer, which had been performing the duties of the President and Chief Executive Officer since April 2016, was dissolved by the Board.

Mr. El-Khoury, age 36, served as Executive Vice President, Programmable Systems Division from 2012 until his appointment as President and Chief Executive Officer. Prior to that, from 2010 to 2012, he served as Senior Director of the Company’s Automotive Business Unit. Prior to joining the Company, from 1999 to 2007, Mr. El-Khoury served as Senior Design Engineer at Continental Automotive Designs, a German automotive manufacturing company specializing in tires, brake systems, interior electronics, automotive safety, powertrain and chassis components, tachographs, and other parts for the automotive and transportation industry. Mr. El-Khoury holds a Bachelor of Science degree in Electrical Engineering from Lawrence Technological University and a Master of Sciences degree in Engineering Management from Oakland University.

The Company and Mr. El-Khoury have entered into an employment offer letter, dated as of August 10, 2016 (the “ CEO Offer Letter ”). Mr. El-Khoury’s employment with the Company is on an at-will basis. Under the terms of the CEO Offer Letter, Mr. El-Khoury will be paid an annual base salary of $650,000 and, for fiscal 2017, will be eligible for a bonus of 125% of his base salary under the Cypress Incentive Program (the “ CIP ”). The CEO Offer Letter also provides that Mr. El-Khoury is eligible to participate in certain benefits programs available to employees of the Company generally.

Pursuant to the terms of the CEO Offer Letter, effective as of August 10, 2016, Mr. El-Khoury was granted restricted stock units (“ RSUs ”) with an aggregate value of $2.5 million, which vest in equal quarterly installments over a three-year period. In addition, the CEO Offer Letter provides that, subject to the approval of the Board, Mr. El-Khoury will be entitled to receive additional equity awards with an aggregate value of $4.5 million in the first quarter of 2017. The vesting schedule and terms of the additional equity awards will be determined by the Board at the time of grant. Mr. El-Khoury will also be eligible to receive annual equity awards under the Cypress PARS Grant Program. All equity awards described above have been or will be granted pursuant to the terms of the Cypress 2013 Stock Plan and related award agreements.

Subject to certain exceptions and conditions, if Mr. El-Khoury’s employment is terminated involuntarily by the Company other than for “cause” (as defined in the CEO Offer Letter) or by Mr. Khoury pursuant to a “voluntary termination for good reason” (as defined in the CEO Offer Letter), Mr. Khoury will be entitled to receive certain cash severance payments, accelerated vesting of outstanding equity awards, including, but not limited to, the equity awards described above, and certain other benefits, in each case as described in the CEO Offer Letter.

The foregoing description of the CEO Offer Letter is qualified in its entirety by reference to the full text of the CEO Offer Letter, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Mr. El-Khoury has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K promulgated under the Securities Exchange Act of 1934, as amended, nor are any such transactions currently proposed. There are no family relationships between Mr. El-Khoury and any of the Company’s directors or executive officers.

(b) and (d) Changes in Board Composition

Effective as of August 10, 2016, T.J. Rodgers resigned as a member of the Board and from his position as Technical Advisor to the Company. Mr. Rodgers' resignation was not due to any disagreement with the Company.

Effective as of August 10, 2016, the Board appointed Mr. El-Khoury as a member of the Board to fill the vacancy created by Mr. Rodgers’ departure.

In connection with the appointment of board member H. Raymond Bingham as Executive Chairman, as described under Item 8.01 below, Mr. Bingham became an employee of the Company and is no longer eligible to serve on the Compensation Committee and Nominating and Corporate Governance Committee of the Board. Accordingly, Mr. Bingham resigned as a member of such committees effective as of his appointment as Executive Chairman (as defined below).

Effective as of August 10, 2016, the Board appointed Eric Benhamou as Lead Independent Director and Chair of the Nominating and Corporate Governance Committee.

Item 8.01 Other Events.

Appointment of Executive Chairman; Compensation

Effective August 10, 2016, the Board appointed H. Raymond Bingham as Executive Chairman, a newly created position pursuant to which Mr. Bingham will function as both an executive officer of the Company and as Chairman of the Board. As Executive Chairman, Mr. Bingham will report directly to the Board.

Mr. Bingham, age 70, has served as the non-executive chairman of the Board from the date of the merger with Spansion in March 2015. Mr. Bingham serves on the boards of a number of high-tech companies, including Oracle Corporation, he is the chairman of the board of Flex (formerly Flextronics), and he has served as the managing director of General Atlantic LLC, a technology-focused global private investment firm. From 1993 to 2005, Mr. Bingham served in leadership positions with Cadence Design Systems, Inc., including president and chief executive officer and executive chairman. Mr. Bingham has more than 30 years of business expertise as a chief executive officer and a board member directing mergers and acquisitions. Mr. Bingham received a Bachelor of Science degree in economics (with honors) from Weber State University and a Master of Business Administration degree from the Harvard Business School.

The Company and Mr. Bingham have entered into an employment offer letter, dated as of August 10, 2016 (the “ Bingham Offer Letter ”). Mr. Bingham’s employment with the Company is on an at-will basis. Under the terms of the Bingham Offer Letter, Mr. Bingham will be paid an annual base salary of $390,000 and will be eligible for a bonus of 125% of his base salary under the CIP. The Bingham Offer Letter also provides that Mr. Bingham is eligible to participate in certain benefits programs available to employees of the Company generally.

Pursuant to the terms of the Bingham Offer Letter, effective as of August 10, 2016, Mr. Bingham was granted RSUs with an aggregate value of $1.5 million, which vest in equal quarterly installments over a three-year period. In addition, the Bingham Offer Letter provides that Mr. Bingham will be entitled to receive additional equity awards with an aggregate value of $3.0 million in the first quarter of 2017. The additional equity awards will vest according to criteria determined by the Board at the time of grant. All equity awards described above have been or will be granted pursuant to the terms of the 2010 Spansion Inc. Equity Incentive Award Plan and related award agreements.

Subject to certain exceptions and conditions, if Mr. Bingham’s employment is terminated involuntarily by the Company other than for “cause” (as defined in the Bingham Offer Letter) or by Mr. Bingham pursuant to a “voluntary termination for good reason” (as defined in the Bingham Offer Letter), Mr. Bingham will be entitled to receive certain cash severance payments, accelerated vesting of outstanding equity awards, including, but not limited to, the equity awards described above, and certain other benefits, in each case as described in the Bingham Offer Letter.

The foregoing description of the Bingham Offer Letter is qualified in its entirety by reference to the full text of the Bingham Offer Letter, which is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference.

Press Release

On August 11, 2016, the Company issued a press release announcing the Board and management changes described above. A copy of the press release is furnished herewith as Exhibit 99.1.

The information set forth under this Item 8.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of the Securities Exchange Act of 1934, as amended, or incorporated by reference in any filing under the Securities Act of 1933, as amended, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.



Exhibit No.	Description
10.1	Employment Offer Letter, by and between the Company and Hassane El-Khoury, dated August 10, 2016.
10.2	Employment Offer Letter, by and between the Company and H. Raymond Bingham, dated August 10, 2016.
99.1	Press release announcing management changes dated August 11, 2016.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: August 12, 2016 CYPRESS SEMICONDUCTOR CORPORATION

By: /s/ Thad Trent

Thad Trent

Executive Vice President, Finance and Administration

and Chief Financial Officer

Exhibit Index



Exhibit No.	Description
10.1+	Employment Offer Letter, by and between the Company and Hassane El-Khoury, dated August 10, 2016.
10.2+	Employment Offer Letter, by and between the Company and H. Raymond Bingham, dated August 10, 2016.
99.1	Press release announcing management changes dated August 11, 2016.

+ Identifies a management contract or compensatory plan or arrangement

August 10, 2016

Mr. Hassane El-Khoury

Dear Hassane,

We are pleased to extend this offer to you for the position of President and Chief Executive Officer of Cypress Semiconductor Corporation. Effective on Wednesday, August 10, 2016 you will assume the duties of that role as well as other duties and responsibilities as may be assigned to you from time to time by the Board of Directors of the Company.

In consideration for all services rendered by you in such employment, you will be paid based on an annual salary of $650,000.00. Salary payments will be made bi-weekly. During your employment, you shall be entitled to participate in the Company's employee fringe benefit programs, stock purchase and 401(k) plans to the extent of your eligibility.

You will be a participant in the Cypress Incentive Program (CIP). Effective immediately your target incentive for fiscal year 2017 will be 125% of base salary. Your actual earned incentive (if any) will be based on both company and individual performance.

Subject to the approval of the Board of Directors, you will receive an equity grant valued at $2,500,000.00 dollars in restricted stock units (RSUs) under the Cypress 2013 Stock Plan. Your award will vest quarterly in equal installments over three years. Effective during the February 2017 executive grant cycle and subject to the approval of the Board, you will receive an additional $4,500,000.00 dollars’ worth of equity. The vesting schedule as well as the vesting criteria will be determined at the time of grant and will be consistent with those of other senior executives, as determined in the discretion of the Board. Thereafter as the President and CEO of Cypress you will be eligible for annual grants under the Cypress PARS Grant Program, as may be determined by the Board. The PARS Grant Program has historically included grants of both RSUs and PSUs that vest over a multi-year time period.

If your employment is terminated involuntarily by the Company other than for Cause (as defined below) (and not due to your death or disability), or by you pursuant to a Voluntary Termination for Good Reason (as defined below), and in both cases only if you execute and do not revoke a general release of claims (which release is satisfactory to the Company in the Company’s sole discretion) against the Company and its affiliates within 60 days after the date of your termination of employment (so that the release becomes irrevocable no later than the 60 ^th day after your termination), then the Company shall provide you with the benefits set forth below:

(i) Cash Award. A lump sum payment in an amount equal to the sum of: (x) your monthly base salary immediately prior to such employment termination multiplied by twenty-four

months (24) (without regard to any reduction in base salary that may have served as the basis for Voluntary Termination for Good Reason; and (y) your target annual CIP bonus amount for twenty-four months, in addition to any other earned but unpaid compensation due through the date of such termination (without regard to any reduction in target annual cash bonus opportunity that may have served as the basis for Voluntary Termination for Good Reason).

Notwithstanding the above, you shall not be paid any pro-rated bonus to date which has not otherwise been earned and paid on the date of termination of employment, but instead shall only get two years of bonus as described in (y) above. This lump sum payment is to be paid on the sixty first (61st) day after the effective date of the employment termination.

(ii) Acceleration of Vesting of Equity Awards; Exercise Period. All vesting for (A) outstanding options to purchase the common stock of the Company or any affiliate of the Company granted under any equity plan of the Company or affiliate of the Company then held by you, (B) restricted stock granted under any equity plan of the Company or affiliate of the Company then held by you and (C) other equity and equity equivalent awards granted under any equity plan of the Company or affiliate of the Company then held by you shall be accelerated in full effective as of the sixty first (61st) day after the effective date of the employment termination and, where applicable, shall remain exercisable for such period of time following termination of employment as provided for by the specific agreements governing each such award; provided that, notwithstanding any provision in the Agreement or the award agreement to the contrary, if your termination of employment entitles you to vesting under this Section (ii), then any vested options (including, but not limited to, options accelerated pursuant to this Section (ii), shall be exercisable for up to twelve (12) months following such termination (or until the original expiration date of such options, if earlier).

(iii) Benefits Continuation. For twenty-four (24) months following the effective date of the employment termination, the Company shall pay directly, on your behalf, or reimburse you in twenty-four (24) monthly installments, at the Company’s option, for premium costs incurred by you and your dependents for continued health, dental, vision, and EAP coverage under the applicable plans maintained by the Company for a coverage period of twenty-four (24) months following the effective date of the employment termination.

For the avoidance of doubt and notwithstanding any contrary provision of this letter, you will not be entitled to any of the payments and benefits described in (i) through (iii) above unless the above-described release of claims becomes effective and irrevocable no later than the 60 ^th day after your termination of employment.

loss of significant revenues or business opportunities, or (C) significantly and detrimentally effected the business or reputation of the Company or any of its subsidiaries; and/or (iv) the

willful failure or refusal by you to follow the reasonable and lawful directives of the Board, provided such failure or refusal continues after your receipt of reasonable notice in writing of such failure or refusal and an opportunity of not less than fifteen (15) days to correct the problem. For purposes of this Agreement, no act or failure to act shall be deemed willful unless done, or failed to be done, intentionally and in bad faith.

For purposes of this letter, “Voluntary Termination for Good Reason” means you voluntarily resign from employment with the Company within ninety (90) days of one or more of the following events which occurs without your consent and which remains uncured thirty (30) days after your delivery to the Company of written notice thereof:

(i) a material reduction in your duties, authority and responsibilities;

(ii) a material reduction by the Company in your base salary or target annual cash incentive bonus, in either case as in effect immediately prior to such reduction;

(iii) the Company’s material breach of any of its obligations under this Agreement or any offer letter or employment agreement between the Company and you, and

(iv) your relocation without your written consent, to a facility or location fifty (50) miles from the Company’s current headquarters in San Jose, CA.

As a Cypress employee, you are required to follow all of Cypress’s specifications, policies, and practices. Among many other things, this includes (but is not limited to) your responsibility to follow Cypress’ Code of Business Conduct and Ethics.

All payments and benefits described in this letter will be subject to applicable tax and other withholdings. In addition, in order to help you avoid extra taxes under Section 409A of the Internal Revenue Code, Exhibit A also will apply to all payments and benefits under this letter.

Any equity compensation awards made to you will be subject to the terms and conditions of the written award agreement that will be provided to you for each grant, as such terms and conditions are determined by the Board or an authorized Committee of the Board in its discretion. This letter constitutes the entire agreement between you and the Company with respect to the matters discussed in this letter and supersedes in their entirety all prior representations, understandings, undertakings or agreements (whether oral or written and whether expressed or implied) concerning the same matters. For example, but not by way of limitation, you no longer will be eligible for any payments or benefits under the severance policy for Executive Vice Presidents adopted by the Company in May 2016, nor will you be eligible for any payments or benefits under the Change of Control Severance Agreement between you and the Company dated May 26, 2016.

Your employment with Cypress will be at-will. This means that both you and Cypress can end your employment at any time, whether or not there is cause or notice. No one other than the Executive Vice President of Human Resources (and only after authorization from the Board or an authorized Committee of the Board) has the authority to change this arrangement or to make

any agreement contrary to this. Any such agreement must be in writing, must be signed by the Executive Vice President of Human Resources and must express a clear intent to alter the at-will nature of your employment relationship.



Very truly yours,

/s/ CARMINE RENZULLI


Carmine Renzulli
Executive Vice President & CHRO

I accept Cypress’s offer and agree to all of the terms described in this letter:

Signature __ /s/ HASSANE EL-KHOURY ____

Date _______ 8/10/16 ___________________

August 10, 2016

Mr. Ray Bingham

Dear Ray,

We are pleased to extend this offer of employment to you for the position of Executive Chairman. Effective on Wednesday, August 10, 2016, if accepted, you will assume the duties of that role as well as other duties and responsibilities as may be assigned to you from time to time by the Board of Directors of the Company.

In consideration for all services rendered by you in such employment, you will be paid based on an annual salary of $390,000.00. Salary payments will be made bi-weekly. During your employment, you shall be entitled to participate in the Company's employee fringe benefit programs, stock purchase and 401(k) plans to the extent of your eligibility.

You will be a participant in the Cypress Incentive Program (CIP). Effective immediately your target incentive will be 125% of your base salary. Your actual incentive will be based on both company and individual performance.

Subject to the approval of the Board of Directors, you will receive an equity grant valued at $1,500,000.00 dollars in restricted stock units (RSUs) under the Spansion 2010 Stock Plan. Your award will vest quarterly in equal installments over three years. Effective during the February 2017 executive grant cycle you will receive an additional $3,000,000.00 dollars’ worth of equity. The vesting schedule as well as the vesting criteria will be determined at the time of grant in the discretion of the Board.

If your employment is terminated involuntarily, by the Company other than for Cause (as defined below) (and not due to your death or disability) or by you pursuant to a Voluntary Termination for Good Reason (as defined below) and you execute and do not revoke a general release of claims (which release is satisfactory to the Company in the Company’s sole discretion) against the Company and its affiliates within 60 days after the date of your termination of employment, then the Company shall provide you with the benefits set forth below:

(i) Cash Award. A lump sum payment in an amount equal to the sum of: (x) your monthly base salary immediately prior to such employment termination multiplied by twenty-four months (24) (without regard to any reduction in base salary that may have served as the basis for Voluntary Termination for Good Reason; and (y) your target annual CIP bonus amount for twenty-four months, in addition to any other earned but unpaid compensation due through the

date of such termination (without regard to any reduction in target annual cash bonus opportunity that may have served as the basis for Voluntary Termination for Good Reason).

Notwithstanding the above, you shall not be paid any pro-rated bonus to date which has not otherwise been earned and paid on the date of termination of employment, but instead shall only get two years of bonus as described in (y) above. This lump sum payment is to be paid on the sixtieth (60th) day after the effective date of the employment termination.

(ii) Acceleration of Vesting of Equity Awards; Exercise Period. All vesting for (A) outstanding options to purchase the common stock of the Company or any affiliate of the Company granted under any equity plan of the Company or affiliate of the Company then held by you, (B) restricted stock granted under any equity plan of the Company or affiliate of the Company then held by you and (C) other equity and equity equivalent awards granted under any equity plan of the Company or affiliate of the Company then held by you shall be accelerated in full effective as of the sixtieth (60th) day after the effective date of the employment termination and, where applicable, shall remain exercisable for such period of time following termination of employment as provided for by the specific agreements governing each such award; provided that, notwithstanding any provision in the Agreement or the award agreement to the contrary, if your termination occurs pursuant to this Section (ii), then any vested options (including, but not limited to, options accelerated pursuant to this Section (ii), shall be exercisable for up to twelve (12) months following such termination (or until the original expiration date of such options, if earlier).

(iii) Benefits Continuation. For twenty-four (24) months following the effective date of the employment termination, the Company shall pay directly, on your behalf, or reimburse you, at the your option, for premium costs incurred by you and your dependents for continued health, dental, vision, and EAP coverage under the applicable plans maintained by the Company.

For purposes of this letter, “Cause” means any of the following acts committed by you: (i) theft, dishonesty or falsification of any employment or Company records that is not trivial in nature; (ii) malicious or reckless disclosure of the Company’s confidential or proprietary information; (iii) commission of any immoral or illegal act or any gross or willful misconduct, where a majority of the disinterested members of the Board reasonably determines that such act or misconduct has (A) seriously undermined the ability of the Board or the Company’s management to entrust you with important matters or otherwise work effectively with you, (B) contributed to the Company’s loss of significant revenues or business opportunities, or (C) significantly and detrimentally effected the business or reputation of the Company or any of its subsidiaries; and/or (iv) the willful failure or refusal by you to follow the reasonable and lawful directives of the Board, provided such failure or refusal continues after your receipt of reasonable notice in writing of such failure or refusal and an opportunity of not less than fifteen (15) days to correct the problem. For purposes of this Agreement, no act or failure to act shall be deemed willful unless done, or failed to be done, intentionally and in bad faith.

For purposes of this letter, “Voluntary Termination for Good Reason” means you voluntarily resign from employment with the Company within ninety (90) days of one or more of the

following events which occurs without your consent and which remains uncured thirty (30) days after your delivery to the Company of written notice thereof:

(i) a material reduction in your duties, authority and responsibilities;

(ii) a material reduction by the Company in your base salary or target annual cash incentive bonus, in either case as in effect immediately prior to such reduction;

(iii) the Company’s material breach of any of its obligations under this Agreement or any offer letter or employment agreement between the Company and you, and

(iv) your relocation without your written consent, to a facility or location fifty (50) miles from the Company’s current headquarters in San Jose, CA.

Your employment with Cypress will be at-will. This means that both you and Cypress can end your employment at any time, whether or not there is cause or notice. No one other than the Executive Vice President of Human Resources has the authority to change this arrangement or to make any agreement contrary to this. Any such agreement must be in writing, must be signed by the Executive Vice President of Human Resources and must express a clear intent to alter the at-will nature of your employment relationship.



Very truly yours,

/s/ CARMINE RENZULLI


Carmine Renzulli
Executive Vice President & CHRO

I accept Cypress’s offer and agree to all of the terms described in this letter:

Signature __ /s/ H. RAYMOND BINGHAM ________

Date ______ 8/11/16 _________________________

Investor contact :

Thad Trent

EVP Finance & Administration and CFO

(408) 943-2925

Media contact :

Joseph L. McCarthy

Senior Director, Corporate Communications

(408) 943-2902

Cypress Names Hassane El-Khoury as Next CEO

Longtime Cypress Executive, Architect of the Company’s Successful Embedded Automotive Strategy Named President, Chief Executive Officer, Member of the Board of Directors

Cypress Chairman of the Board Ray Bingham Named Executive Chairman

SAN JOSE, Calif., August 11, 2016-Cypress Semiconductor Corporation (NASDAQ: CY) today announced that Hassane El-Khoury has been named its president, chief executive officer, and a member of its board of directors, and that Ray Bingham’s current role as chairman of the board has been expanded to executive chairman, providing him with a day-to-day role in support of the CEO focused externally on customers and investment opportunities.

“The goal of our comprehensive internal and external executive search was to identify a CEO who would drive the transformation of Cypress, expand our leadership position in embedded systems and enhance our focus on revenue and earnings growth and long-term shareholder value,” said Bingham, a 30-year veteran of the semiconductor industry who sits on numerous high-tech boards of directors in addition to Cypress. “Among the many interested and qualified candidates we interviewed, El-Khoury emerged as the clear executive leader to deliver on Cypress’s enormous potential and unlock its value for customers and investors. He has demonstrated strong leadership and judgment over the past nine years as a senior executive at Cypress, heading up some of the company’s most innovative and successful businesses. He is an agent of change who brings to this position an extensive knowledge of our target markets and a mindset focused on customer value and profitable growth.”

“Cypress is at an inflection point,” said El-Khoury, who played a key role in Cypress’s successful integration with Spansion over the last year and a half and its more recent acquisition of Broadcom’s Internet of Things (IoT) business. “We’ve architected our company to become more valuable to our embedded-systems customers, significantly expanding our portfolio of high-value solutions in growth markets such as automotive, industrial, consumer electronics and the IoT. I am thrilled and humbled to lead Cypress into the future as we expand upon our position as the supplier of choice for the world’s most innovative embedded-systems customers and partners.”

Before joining Cypress in 2007, El-Khoury served in various roles with Continental Automotive Systems in the U.S., Germany and Japan. Prior to Continental, he earned his bachelor’s of science degree in electrical engineering (BSEE) from Lawrence Technological University in Michigan and his master’s degree in engineering management from Michigan’s Oakland University.

Bingham served as the non-executive chairman of Cypress’s Board of Directors from its merger with Spansion in March 2015 to the present. He serves on the boards of high-tech companies including Oracle Corporation, he is the chairman of the board of Flex (formerly Flextronics), and he has served as the managing director of General Atlantic LLC, a technology-focused global private investment firm with offices in Silicon Valley. From 1993-2005, Bingham served in leadership positions with Cadence Design Systems, Inc., including president and chief executive officer and executive chairman. His executive experience provides Cypress with the critical perspective of someone familiar with all facets of an international enterprise.

Concurrent with these changes, as planned, former Cypress CEO T.J. Rodgers has resigned from Cypress and the Cypress board. “T.J. created a company with the resiliency to stand up to more than 34 years of change in the semiconductor industry, and one that is positioned for considerable future success,” El-Khoury said, “On behalf of all of our employees around the world, we would like to thank T.J. for his contributions and dedication to Cypress.”

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About Cypress

Founded in 1982, Cypress is the leader in advanced embedded system solutions for the world’s most innovative automotive, industrial, home automation and appliances, consumer electronics and medical products. Cypress’s programmable systems-on-chip, general-purpose microcontrollers, analog ICs, wireless and USB-based connectivity solutions and reliable, high-performance memories help engineers design differentiated products and get them to market first. Cypress is committed to providing customers with the best support and engineering resources on the planet enabling innovators and out-of-the-box thinkers to disrupt markets and create new product categories in record time. To learn more, go to www.cypress.com .

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