Other Information .
−Removed: Adoption and Termination of 10b5-1 Trading Plans of Directors and Executive Officers
−Removed: On June 10, 2024 , David Moxam , a member of the board of directors , adopted a Rule 10b5 ‑ 1 trading plan covering up to 605,000 shares of common stock.
−Removed: The plan is intended to satisfy the affirmative defense conditions of Rule 10b5 ‑ 1(c) under the Securities Exchange Act of 1934.
−Removed: The plan is scheduled to be effective from September 16, 2024 until February 14, 2025 .
−Removed: All, some, or none of the shares covered by the plan could be sold under the terms of the plan.
−Removed: On April 1, 2024 , an earlier 10b5 ‑ 1 trading plan intended to satisfy the affirmative defense conditions of Rule 10b5 ‑ 1(c), entered into by Mr.
−Removed: Moxam on December 13, 2023 and covering up to 605,000 shares, terminated automatically by its terms.
−Removed: No shares were sold under that trading plan.
+Added: Termination of 10b5-1 Trading Plans of Directors and Executive Officers
+Added: On September 9, 2024 , Gene Sheridan , President and Chief Executive Officer , terminated a trading plan adopted on March 13, 2024 which was intended to satisfy the affirmative defense conditions of Rule 10b5 ‑ 1(c) under the Securities Exchange Act of 1934.
Rule 10b5 ‑ 1 plans are generally in the form of prearranged written plans to buy or sell company stock at predetermined times or prices.
1 unchanged sentence
The company does not undertake any obligation to report the establishment, modification or termination of any Rule 10b5 ‑ 1 trading plans by directors or executive officers, except to the extent required by law.
−Removed: Departure of Directors or Certain Officers;
−Removed: Compensatory Arrangements of Certain Officers.
−Removed: On July 31, 2024, we entered into a letter agreement with Ranbir Singh, an executive officer of the Company, pursuant to which Dr.
−Removed: Singh will transition from Executive Vice President, GeneSiC Business to Executive Vice President, Corporate Development.
−Removed: In his new role Dr.
−Removed: Singh will be responsible, among other duties, for identifying and leading corporate initiatives relating to new businesses, technologies, operational capabilities, university and academic partnerships, and government partnerships and programs.
−Removed: Although he remains a Navitas senior executive, Dr.
−Removed: Singh will no longer be an executive officer (as defined in Rule 3b-7 under the Exchange Act) of the Company as of July 31, 2024.
−Removed: Under the letter agreement, Dr.
−Removed: Singh will devote approximately half of his professional time to the corporate development role at 50% of his base annual salary in effect before the transition.
−Removed: Singh will continue to be eligible for an annual bonus under the Company’s annual incentive bonus program, at a target participation level of at least 60% of his base salary, with the opportunity to earn a bonus up to 150% of the target amount depending on the extent to which corporate and individual performance goals reflecting his corporate development role are achieved or exceeded.
−Removed: Singh will also remain eligible to participate in the Company’s group health care plan and for other benefits available to executives of the Company.
−Removed: Singh’s long-term incentive performance award of non-qualified options to purchase up to 3,250,000 shares of our common stock, dated August 15, 2022 (“LTIP Award”), is not affected by the change to his role.
−Removed: Under the letter agreement, if the Company amends or replaces the LTIP Award, the terms and conditions of Dr.
−Removed: Singh’s replacement LTIP Award would be the same as those awarded to other holders of LTIP Awards.
−Removed: Singh also remains eligible for payments and benefits available to employees at the rank of executive vice president under the Navitas Semiconductor Executive Severance Plan (“Severance Plan”) or under his employment letter dated August 15, 2022, to the extent any separate component of severance payments or benefits under his employment letter is more favorable to Dr.
−Removed: Under the letter agreement, the occurrence of a “Good Reason” termination event and corresponding obligations to provide notice and an opportunity to cure will be governed solely by reference to the definition of “Good Reason” and related terms and conditions of the Severance Plan.
−Removed: Singh will have until December 1, 2024 to provide notice that the new role constitutes a Good Reason event as so defined.
−Removed: For purposes of calculating any amount of severance to which Dr.
−Removed: Singh is entitled, the value of his annual salary for such purposes will be based on the full amount of his salary as in effect prior to the salary reduction reflecting the new role.
−Removed: In connection with Dr.
−Removed: Singh’s corporate development role and reduced time commitment to Navitas, the Company and Dr.
−Removed: Singh agreed to certain conditions and clarifications to Dr.
−Removed: Singh’s non-competition agreement, entered into in connection with the acquisition of GeneSiC Semiconductor Inc.
−Removed: Specifically, the letter agreement confirms the parties’ understanding that such non-competition obligations do not apply to gallium nitride or silicon carbide technologies operating above 100 MHz operating frequency.
−Removed: As to technologies operating below that frequency, the agreement provides that the Company may waive compliance with the non-competition obligations before they otherwise expire on August 15, 2027, provided Dr.
−Removed: Singh complies with certain notice and other obligations, as set forth in the agreement, with respect to employment or other opportunities that may arise.
−Removed: The foregoing summary of the letter agreement with Dr.
−Removed: Singh is qualified in its entirety by reference to the complete text of the agreement, which is filed as Exhibit 10.1 to this report and incorporated by reference herein.
−Removed: T ABLE OF CONTENTS
EXHIBIT INDEX
Exhibit Description
−Removed: L etter agreement with Ranbir Singh dated July 31, 2024
+Added: 10.1 Letter agreement with Ranbir Singh dated July 31, 2024 (incorporated by reference to Exhibit 10.1 of our quarterly report on Form 10-Q for the quarter ended June 30, 2024, filed with the SEC on August 5, 2024)
31.1* Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) of the Exchange Act
8 unchanged sentences
** Furnished herewith
−Removed: T ABLE OF CONTENTS
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.
4 unchanged sentences
(principal executive officer)
−Removed: August 5, 2024
+Added: November 5, 2024
NAVITAS SEMICONDUCTOR CORPORATION
−Removed: /s/ Janet Chou
−Removed: Executive Vice President, Chief Financial Officer and Treasurer
+Added: /s/ Todd Glickman
+Added: Todd Glickman
+Added: V.P., Chief Financial Officer and Treasurer
(principal financial and accounting officer)
−Removed: August 5, 2024
+Added: November 5, 2024
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.