Item 5. Other Information
ITEM 5. Other Information
On February 16, 2021, the Compensation Committee of the Board of Directors of the Company (the Board) approved Mr. Steven Pietkiewicz’s Severance Agreement and Release (the Agreement) in connection with the previously announced change in his responsibilities and planned retirement. Under the terms of the Agreement, Mr. Pietkiewicz will be eligible to receive, subject to timely execution of a supplemental release of claims and his continued retirement for at least 49 weeks following October 17, 2021 (the Retirement Date), the following payments and benefits upon his retirement: (i) cash severance in an amount equal to $424,038, payable in a lump sum (less customary payroll deductions, taxes and withholdings) within 30 days of the effective date of his supplemental release and (ii) a cash contribution to a health reimbursement account, representing the Company’s subsidy for active employees, to help offset the costs of medical insurance until Mr. Pietkiewicz turns 65.
Mr. Pietkiewicz is also eligible to receive the Company’s FY21 first and second quarter cash bonus payable in a lump sum at the time such bonuses are payable to other employees in the Company’s 2021 Executive Performance Incentive Plan. In addition to the foregoing payments and benefits, all outstanding stock options, RSUs, RSAs or other equity awards will continue to vest until the Retirement Date, pursuant to the terms of the applicable plan and specific grant documents. All unvested equity- and cash-based awards held by Mr. Pietkiewicz will be forfeited for no consideration as of the Retirement Date.
Upon his Retirement Date, Mr. Pietkiewicz will continue to be subject to certain restrictive covenants, including non-disparagement and confidentiality covenants. The foregoing description of the Agreement is qualified in its entirety by reference to the complete copy of the Agreement attached hereto as Exhibit 10.9 and incorporated by reference herein.
In addition, on February 16, 2021, the Board appointed Mr. John Hassett as Senior Vice President, Corporate Integration Management, in which role he will lead the Company’s integration management on a full-time basis. In connection with Messrs. Pietkiewicz’s and Hassett’s changed responsibilities, the Board appointed Mr. Martin Cotter as Senior Vice President, Industrial, Consumer and Multi-Markets on February 16, 2021.
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ITEM 6. Exhibits
Exhibit No. Description
10.1 Non-Qualified Performance Stock Option Agreement – CEO Performance Stock Option Award , filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-07819) as filed with the Commission on December 17, 2020 and incorporated herein by reference.
10.2 Form of Performance Restricted Stock Unit Agreement – Integration Award , filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K (File No. 001-07819) as filed with the Commission on December 17, 2020 and incorporated herein by reference.
10.3†# Form of Restricted Stock Unit Agreement for Non-Employee Director s for usage under the Company’s 2020 Equity Incentive Plan ad opted December 8, 2020 .
10.4†# Form of Glo bal Non-Qualified Stock Option Agreement for Employees for usage under the Company’s 2020 Eq uity Incentive Plan adopted December 8, 2020 .
10.5†# Form of Global Restricted Stock Unit Agreement for Employees for usage under the Company’s 2020 Equity Incentive Plan adopted December 8, 2020 .
10.6†# Form of Relative Total Shareholder Return Performance Restricted Stock Unit Agreement for Employees for usage under the Company's 2020 Equity Incentive Plan adopted December 8, 2020 .
10.7†# Form of Financial Metric Performance Restricted Stock Unit Agreement for Employees for usage under the 2020 Equity Incentive Plan adopted December 8, 2020 .
10.8†# Form of Financial Metric Performance Restricted Stock Unit Agreement for China Employees for usage under the 2020 Equity Stock Incentive Plan adopted December 8, 2020 .
10.9†# Severance Agreement and Release between Analog Devices, Inc. and Steven Pietkiewicz, dated February 15, 2021.
31.1† Certification Pursuant to Rule 13a-14(a) and 15d-14(a) of the Securities Exchange Act, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Chief Executive Officer).
31.2† Certification Pursuant to Rule 13a-14(a) and 15d-14(a) of the Securities Exchange Act, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Chief Financial Officer).
32.1†* Certification Pursuant to 18 U.S.C. Section 1350 (Chief Executive Officer).
32.2†* Certification Pursuant to 18 U.S.C. Section 1350 (Chief Financial Officer).
101.INS 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 Schema Document.**
101.CAL Inline XBRL Calculation Linkbase Document.**
101.LAB Inline XBRL Labels Linkbase Document.**
101.PRE Inline XBRL Presentation Linkbase Document.**
101.DEF Inline XBRL Definition Linkbase Document.**
104 Cover page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101).
† Filed or furnished herewith.
# Indicates management contract or compensatory plan, contract or agreement.
* The certification furnished in each of Exhibits 32.1 and 32.2 hereto are deemed to accompany this Quarterly Report on Form 10-Q and will not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, except to the extent that the Registrant specifically incorporates each by reference. Such certification will not be deemed to be incorporated by reference into any filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that the Registrant specifically incorporates it by reference.
** Submitted electronically herewith.
Attached as Exhibit 101 to this report are the following formatted in iXBRL (Inline Extensible Business Reporting Language): (i) Condensed Consolidated Statements of Income for the three months ended January 30, 2021 and February 1, 2020, (ii) Condensed Consolidated Statements of Comprehensive Income for the three months ended January 30, 2021 and February 1, 2020, (iii) Condensed Consolidated Balance Sheets at January 30, 2021 and October 31, 2020, (iv) Condensed Consolidated Statements of Shareholders' Equity for the three months ended January 30, 2021 and February 1, 2020,
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(v) Condensed Consolidated Statements of Cash Flows for the three months ended January 30, 2021 and February 1, 2020 and (vi) Notes to Condensed Consolidated Financial Statements for the three months ended January 30, 2021.
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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 thereunto duly authorized.
ANALOG DEVICES, INC.
Date: February 17, 2021 By: /s/ Vincent Roche
Vincent Roche
President and Chief Executive Officer
(Principal Executive Officer)
Date: February 17, 2021 By: /s/ Prashanth Mahendra-Rajah
Prashanth Mahendra-Rajah
Senior Vice President, Finance and Chief Financial Officer
(Principal Financial Officer)
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