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): May 14, 2009
PIXELWORKS, INC.
(Exact name of registrant as specified in its charter)
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| OREGON
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000-30269
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91-1761992 |
(State or other jurisdiction of
incorporation)
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(Commission File Number)
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(I.R.S. Employer
Identification No.) |
16760 SW Upper Boones Ferry Road, Suite 101
Portland, OR 97224
(503) 601-4545
(Address, including zip code, and telephone number, including
area code, of registrant’s principal executive offices)
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c)) |
TABLE OF CONTENTS
PIXELWORKS, INC. AND SUBSIDIARIES
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment
of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) Compensatory Arrangements of Certain Officers
Walicek Employment Agreement
On May 11, 2009, Pixelworks, Inc. (the “Company”) entered into an amended and restated employment
agreement (the “Employment Agreement”) with Mr. Bruce Walicek, the Company’s Chief Executive
Officer, effective as of April 1, 2009. Pursuant to the Employment Agreement, Mr. Walicek will
continue to serve as the Company’s Chief Executive Officer and will receive an annual base salary
of $276,250, to be reviewed periodically by the Compensation Committee. Additionally, Mr. Walicek
will participate in the Company’s 2009 Bonus Plan at a target rate to be established by the
Compensation Committee.
The Employment Agreement also provides for certain benefits in the event of Mr. Walicek’s
Involuntary Termination, subject to his general release of claims. An “Involuntary Termination” is
defined as a termination by the Company without “Cause” or by Mr. Walicek for a “Good Reason Event”
(each as defined in the Employment Agreement). A brief description of the material terms of the
Employment Agreement is provided below.
In the event of an Involuntary Termination, Mr. Walicek will be entitled to the following benefits:
(i) severance pay consisting of the higher of Mr. Walick’s annual base salary then in effect, or
$325,000; (ii) severance pay consisting of the higher of Mr. Walicek’s actual bonus target for the
then-current year or $325,000; and (iii) payment by the Company of Mr. Walicek’s COBRA health
insurance premiums for twelve months.
In addition, in the event of an Involuntary Termination of Mr. Walicek’s employment that occurs
within 12 months of the earlier of a Change of Control or the signing of a Change of Control
Agreement that leads to a Change of Control (each as defined in the Employment Agreement) within 12
months of the signing, Mr. Walicek will receive acceleration of vesting of 50% of his options and
restricted stock units that are outstanding and unvested as of the employment termination date.
Moore Change of Control Severance Agreement
On May 11, 2009, the Company entered into an amended and restated Change of Control Severance
Agreement (the “Severance Agreement”), with Mr. Steven Moore, the Company’s Chief Financial
Officer. The Severance Agreement provides for certain benefits in the event of Mr. Moore’s
Involuntary Termination, subject to his general release of claims. An “Involuntary Termination” is
defined as a termination by the Company without “Cause” or by Mr. Moore for a “Good Reason Event”
(each as defined in the Severance Agreement). A brief description of the material terms of the
Severance Agreement is provided below.
In the event of an Involuntary Termination (other than at a time that is more than twelve months
but less than twenty-four months following a “Change of Control” (as defined in the Severance
Agreement)), Mr. Moore will be entitled to the following benefits: (i) a lump sum cash payment
equal to twelve months of base salary and the then current year’s target bonus in effect as of the
date of such Involuntary Termination or, if greater and such termination is within 12 months of a
Change of Control, as in effect immediately prior to a Change of Control; (ii) accelerated vesting
of stock options granted by the Company to Mr. Moore prior to the Involuntary Termination or
Change of Control (as applicable) that are then-outstanding and would have otherwise vested during
the twelve months following the termination; and (iii) the same level of Company-paid health
coverage and benefits at the levels in effect on the day preceding the termination for Mr. Moore
(and any eligible dependents) until the earlier of when Mr. Moore (and any eligible dependents) is
no longer eligible to receive continuation coverage pursuant to COBRA, or twelve months from the
date of termination.
The Severance Agreement also provides that in the event of an Involuntary Termination during the
period between twelve and twenty-four months following a Change of Control (the “Second Year”), Mr.
Moore will be entitled to the following benefits: (i) a lump sum cash payment equal to Mr. Moore’s
per month base salary in effect at the time of termination, or if greater, at the time of change in
control, multiplied by the number of whole months remaining in the Second Year after the
termination occurs; (ii) a lump sum cash payment equal to one-twelfth of the then current year’s
target bonus in effect at the time of termination, or if greater, at the time of change in control,
multiplied by the number of whole months remaining in the Second Year after the termination occurs;
(iii)