Credo Technology Group Holding Ltd 10-Q

Item 5. Other Information. Rule 10b5-1 Trading Plans On September 6, 2024 , Chi Fung (Lawrence) Cheng , our Chief Technology Officer and a member of our board of directors, adopted a Rule 10b5-1 Trading Plan ("the Plan"), intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) of the Exchange Act, pursuant to which a maximum amount of 2,000,000 of our ordinary shares held by the Cheng Huang Family Trust U/T/A DTD 12/22/2003 may be sold between January 2, 2025 and December 31, 2025. The Plan terminates on the earlier of: (i) December 31, 2025 , (ii) the first date on which all trades set forth in the Plan have been executed or (iii) such date as the Plan is otherwise terminated according to its terms. Mr. Cheng and his spouse are co-trustees and hold shared voting and dispositive power over the shares held by the Cheng Huang Family Trust U/T/A DTD 12/22/2003. Adoption of Executive Change in Control Severance Plan Effective on December 3, 2024, the Compensation Committee of the Board of Directors of the Company (the “Committee”) approved the adoption of an Executive Change in Control Severance Plan (the “CIC Severance Plan”) under which the Company’s executive officers (including its named executive officers) and certain additional key employees designated by the Committee (collectively, the “Participants”) will be eligible to receive severance payments and benefits in the event of a qualifying termination of their employment in connection with a change in control of the Company. Under the CIC Severance Plan, in the event of a termination of a Participant’s employment by the Company for any reason other than “cause”, death or “disability”, or by the Participant with “good reason” (each as defined in the CIC Severance Plan), in each case during the period beginning three months prior to and ending 12 months following a “change in control” (as defined in the CIC Severance Plan), the Participant will be eligible to receive the following severance payments and benefits: (i) a lump sum cash severance payment in an amount equal to (x) the Participant’s severance multiplier designated in their individual participation agreement multiplied by (y) the sum of the Participant’s then-current (A) base salary plus (B) target annual bonus; (ii) accelerated vesting of all equity awards that are outstanding and unvested as of the termination date (with any awards subject to performance-based vesting conditions deemed achieved at target levels); (iii) if the Participant timely elects healthcare continuation coverage under COBRA, a lump sum payment in an amount equal to (x) the Participant’s COBRA period designated in their individual participation agreement multiplied by (y) the monthly Company cost of the Participant’s COBRA premiums; and (iv) payment of any earned but unpaid bonus in respect of the most recent bonus performance period ending prior to the termination date. The severance multipliers and COBRA periods for the Company’s current named executive officers eligible to participate in the CIC Severance Plan are as follows: (i) Bill Brennan: 1.5 times, 18 months; (ii) Daniel Fleming: 1.0 times, 12 months; (iii) Yat Tung (Job) Lam: 1.0 times, 12 months; (iv) Chi Fung (Lawrence) Cheng: 1.0 times, 12 months; and (v) James Laufman: 1.0 times, 12 months. The severance payments and benefits described above under the CIC Severance Plan are subject to the Participant’s execution and non-revocation of a general waiver and release of claims and continued compliance with the terms of any applicable restrictive covenant obligations to the Company and its subsidiaries and affiliates. 28 The foregoing description of the CIC Severance Plan does not purport to be complete and is subject to, and qualified in its entirety by, the full text of such plan attached as Exhibit 10.1 to this Quarterly Report on Form 10-Q. 29 Item 6. Exhibits. Incorporated by Reference Exhibit Number Exhibit Description Form File No. Exhibit No. Filing Date Provided Herewith 10.1 ** Execu tive C h ange in Control Severance Plan X 31.1 * Certification of Principal Executive Officer pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 X 31.2 * Certification of Principal Financial Officer pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 X 32.1 ** Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 X 32.2 ** Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 X 101.INS * Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document) 101.SCH * Inline XBRL Taxonomy Extension Schema Document X 101.CAL * Inline XBRL Taxonomy Extension Calculation Linkbase Document X 101.DEF * Inline XBRL Taxonomy Extension Definition Linkbase Document X 101.LAB * Inline XBRL Taxonomy Extension Label Linkbase Document X 101.PRE * Inline XBRL Taxonomy Extension Presentation Linkbase Document X 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) X *Filed herewith **Furnished herewith 30 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. CREDO TECHNOLOGY GROUP HOLDING LTD Date: December 3, 2024 By: /s/ William Brennan Name: William Brennan Title: President and Chief Executive Officer Date: December 3, 2024 By: /s/ Daniel Fleming Name: Daniel Fleming Title: Chief Financial Officer 31