SMTC CORP FILES (8-K) Disclosing Change in Directors or Principal Officers, Financial Statements and Exhibits
(Edgar Glimpses Via Acquire Media NewsEdge) Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(c) and (d) Sushil Dhiman, age 54, has been appointed as the President and Chief
Executive Officer of SMTC Corporation. Mr. Dhiman's employment will commence on
January 6, 2014, and Mr. Dhiman will also be appointed to the Board of Directors
of SMTC as of that date. Mr. Dhiman is a respected and accomplished executive
with over 25 years of experience in the EMS industry. He joins SMTC from Sanmina
Corporation where he was employed since 1999, and where since 2008, he was
Senior Vice President of Operations. During his career, he was responsible for
managing multiple facilities generating over $500 million in revenue. Mr. Dhiman
has successfully grown and lead complex operations by developing new business
and effectively managing costs and working capital.
SMTC entered into an employment offer letter dated December 16, 2013 with Mr.
Dhiman (the "Offer Letter"). The Offer Letter has no specified term and Mr.
Dhiman's employment will be on an at-will basis. Under the Offer Letter, Mr.
Dhiman will receive an annual base salary of $335,000, subject to annual review.
He will also be eligible for an annual bonus under SMTC's short-term incentive
plan with a target amount of 60% of base salary. The actual amount of the annual
bonus will be determined by the Compensation Committee of the Board of Directors
based upon SMTC's financial performance and Mr. Dhiman's performance.
Beginning in 2015, subject to Compensation Committee approval, Mr. Dhiman will
be eligible to receive annual long-term equity awards. The grant date value of
such awards will be 60% of Mr. Dhiman's base salary. Two-thirds of this annual
award will be in form of restricted stock units and one-third in the form of
stock options. One-half of these restricted stock units will vest on the third
anniversary of the grant date and one-half of the restricted stock units will
vest on such third anniversary only if certain performance criteria are met. The
stock options will vest in equal annual tranches over a three-year period. Mr.
Dhiman will also receive an initial equity award that will vest on the third
anniversary of the grant date. This equity award will be granted as restricted
stock units on January 6, 2014, and will have a grant date value of $250,000.
If SMTC terminates Mr. Dhiman's employment without cause or if Mr. Dhiman
terminates his employment for good reason, SMTC will offer him severance
benefits consisting of six months' continuing salary and payment for accrued and
unused vacation (to the extent required by applicable law). In addition, if Mr.
Dhiman's employment is terminated by SMTC without cause, or by Mr. Dhiman for
good reason, in connection with or within 12 months following a change in
control of SMTC, Mr. Dhiman will receive 12 months' continuing salary, payment
for accrued and unused vacation (to the extent required by applicable law), and
all then-outstanding and unvested restricted stock units and stock options will
fully vest upon such termination.
Mr. Dhiman will be eligible to participate in the benefit programs generally
available to executive officers of SMTC.
A copy of the press release issued in connection with the appointment of Mr.
Dhiman is filed as Exhibit 99.1 to this Current Report and is incorporated
herein by reference.
Item 9.01. Financial Statements and Exhibits.
99.1 Press release announcing the appointment of Sushil Dhiman to SMTC
Corporation as the President and Chief Executive Officer, dated December
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