ALPHA & OMEGA SEMICONDUCTOR Ltd 10-Q

ITEM 5. OTHER INFORMATION Retention Agreement On May 6, 2021, the Compensation Committee (the “Committee”) of the Board of Directors of the Company approved the amendment and restatement of the Company’s form of retention agreement (the amended and restated form, the “Retention Agreement”), which provides severance benefits upon certain terminations of employment of certain executive officers of the Company, and authorized the Company to enter into such Retention Agreements with each of the following executive officers: Stephen Chang, President; Yifan Liang, Chief Financial Officer; and Dr. Bing Xue, Executive Vice President of Worldwide Sales and Business Development (such agreements, the “Retention Agreements”). The Retention Agreements provide for the provision of certain benefits, as described below, upon either (i) a termination by the Company of the participant’s employment other than a Termination for Cause (as defined in the Retention Agreements), at any time other than during the Change in Control Severance Period (as defined below), or (ii) by reason of an Involuntary Termination (as defined in the Retention Agreements) within the Change in Control Severance Period. Payment of all benefits under the Retention Agreements will be contingent upon the participant’s execution and non-revocation of a general release of claims in the form prescribed by the Company and the cash severance payments will be conditioned on continued compliance with certain restrictive covenants. The benefits provided for in the Retention Agreements are set forth below. The term “Change in Control Severance Period” means the period commencing with the Company’s execution of the definitive agreement for a Change in Control (as defined in the Retention Agreement) transaction and continuing until the end of the twelve (12)-month period measured from the closing date of such Change in Control. If the Company terminates the participant’s employment (other than a Termination for Cause) at any time other than during the Change in Control Severance Control, a participant will be entitled to: (1) salary continuation for a period of six (6) months following the date of such termination and (2) continued coverage under the Company’s health care plans for a period of six (6) months following the date of such termination. All vesting of the participant’s outstanding options and other equity awards granted will cease at the time of such termination. If the participant’s employment terminates by reason of an Involuntary Termination within the Change in Control Severance Period, the participant will be entitled to: (1) salary continuation for a period of six (6) months following the date of such termination; (2) fifty percent (50%) of the participant’s target bonus for the year of termination payable in 6 equal installments at the same time as salary continuation payments are made; (3) continued coverage under the Company’s health care plans for a period of six (6) months following the date of such termination; and (4) full vesting acceleration for each of such participant’s then-outstanding time-based equity awards and a maximum of six (6) months following such termination to exercise any outstanding options. The Retention Agreements supersede all other agreements and understandings between the Company and each participant with respect to any severance benefits and vesting acceleration entitlements, if any. Amendment to CEO Employment Agreement On May 6, 2021, the Company also entered into First Amendment to the Employment Agreement between the Company and Dr. Mike F. Chang, Chief Executive Officer of the Company, dated as of April 28, 2010 (the “First Amendment”), to provide for certain additional benefits upon certain terminations. The First Amendment provides that, in the event of an Involuntary Termination within the Change in Control Severance Period, Dr. Chang will receive payment of two times his target bonus for the year of termination, payable in twenty-four (24) equal installments at the same time as his salary continuation payments are paid. 47 The amendment to the form of Retention Agreement and the First Amendment were made to align the severance benefits with peer practices and offer a competitive compensation program. The foregoing description of the Retention Agreements and the First Amendment does not purport to be complete and is qualified in its entirety by reference to the text of the Retention Agreements and the First Amendment. A copy of each of the form of Retention Agreement and the First Amendment will be filed as exhibits to the Company’s next Annual Report on Form 10-K . 48 ITEM 6. EXHIBITS 10.1 (+) Alpha and Omega Semiconductor Limited Calendar Year 2021 Executive Incentive Cash Bonus Plan 31.1 Certification of Chief Executive Officer pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2 Certification of Chief Financial Officer pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1 Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.2 Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 101.INS Inline XBRL Instance 101.SCH Inline XBRL Taxonomy Extension Schema 101.CAL Inline XBRL Taxonomy Extension Calculation 101.DEF Inline XBRL Taxonomy Extension Definition 101.LAB Inline XBRL Taxonomy Extension Labels 101.PRE Inline XBRL Taxonomy Extension Presentation 104 Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) (+) Indicates management contract or compensatory plan or arrangement. 49 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. May 7, 2021 ALPHA AND OMEGA SEMICONDUCTOR LIMITED By: /s/ YIFAN LIANG Yifan Liang Chief Financial Officer and Corporate Secretary (Principal Financial Officer) 50