TTM Technologies, Inc. - Form 8-K Summary
Business Context and Reporting Period
This Current Report on Form 8-K was filed by TTM Technologies, Inc. on January 19, 2012, covering events that occurred on January 16, 2012. The filing focuses on amendments to executive employment agreements and the establishment of change-in-control severance arrangements.
Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report does not contain financial statements or pro forma financial information.
Material Changes
- CEO Employment Amendment: The Company amended the Restated Employment Agreement with President and CEO Kenton K. Alder. The amendment removed the automatic one-year renewal provision. Unless further amended, the agreement will now terminate on March 22, 2013.
- Executive Severance Agreements: The Company entered into Executive Change in Control Severance Agreements with three senior executives: Canice Chung (CEO - Asia Pacific Region), Dale Knecht (SVP - Information Technology), and Grace Lee (SVP - Human Resources).
Outlook, Risks, and Contingencies
The filing details specific contingencies related to executive compensation in the event of a change in control:
- Triggering Events: Severance is triggered if employment is terminated without "cause" during a pending change in control or within 12 months following a change in control, or if the executive resigns for "good reason" within 12 months following a change in control.
- Severance Package: Eligible executives receive cash equal to two times the sum of their annual base salary and their annual target bonus (assuming 100% performance achievement).
- Equity Acceleration: Vesting of stock options, restricted stock, and restricted stock units assumed by the surviving entity is accelerated upon a qualifying change in control.
Key Facts for Investor Verification
- Verify the specific definitions of "cause," "good reason," and "change in control" in the attached Exhibit 10.17 to understand the scope of the severance liability.
- Confirm the total potential cash liability exposure for the three executives covered by the new severance agreements based on their current compensation packages.
- Note that the CEO's employment contract now has a fixed termination date of March 22, 2013, removing the previous automatic renewal mechanism.