0000950103-11-000894.txt : 20110307 0000950103-11-000894.hdr.sgml : 20110307 20110307091607 ACCESSION NUMBER: 0000950103-11-000894 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20110307 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20110307 DATE AS OF CHANGE: 20110307 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ULTRA CLEAN HOLDINGS INC CENTRAL INDEX KEY: 0001275014 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 611430858 STATE OF INCORPORATION: DE FISCAL YEAR END: 1228 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-50646 FILM NUMBER: 11666778 BUSINESS ADDRESS: STREET 1: 26462 CORPORATE AVENUE CITY: HAYWARD STATE: CA ZIP: 94545 BUSINESS PHONE: (510) 576-4400 MAIL ADDRESS: STREET 1: 26462 CORPORATE AVENUE CITY: HAYWARD STATE: CA ZIP: 94545 8-K 1 dp21493_8k.htm FORM 8-K

 

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
 
Date of report (Date of earliest event reported):  March 7, 2011
 
ULTRA CLEAN HOLDINGS, INC.
(Exact Name of Registrant
as Specified in Charter)
 
 
Delaware
  
 
(State or Other Jurisdiction of Incorporation)
  
 
000-50646
  
61-1430858
(Commission File Number)
  
(IRS Employer Identification No.)
 
26462 CORPORATE AVENUE,
HAYWARD, CA
  
94545
(Address of Principal Executive Offices)
  
(Zip Code)
 
     
Registrant’s telephone number, including area code:  (510) 576-4400
 
n/a
(Former Name or Former Address, if Changed Since Last Report)
 
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
 
  o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
  o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
  o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
  o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 
 
 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
 
Ultra Clean Holdings, Inc. (the “Company”) announced on March 7, 2011 that Dr. Gino Addiego has accepted an offer to serve as the Company’s President and Chief Operating Officer.  His start date is expected to be Tuesday, March 8, 2011.
 
Dr. Addiego, age 51, most recently served as Executive Vice President of the Corporation Operations of Novellus Systems, Inc.  He joined Novellus in February 2005 as Senior Vice President of Corporate Operations. From November 1996 to February 2005, Dr. Addiego was employed at Applied Materials, Inc, where he last served as Senior Vice President and General Manager of ETEC Systems. Dr. Addiego holds a Bachelor of Science degree and a Ph.D. in Electrical Engineering from the University of California, Berkeley.
 
Pursuant to the offer letter filed as Exhibit 99.1 hereto, the Company has agreed to pay Dr. Addiego an annual base salary of $380,000, with an annual target bonus equal to 75% of his base salary, and to grant him an award of 240,000 restricted stock units (the “Initial RSU Award”) that vests in three equal installments on the second, third and fourth anniversaries of the grant, subject to the terms and conditions of the Company Stock Incentive Plan.  If Dr. Addiego is terminated without cause prior to the fourth anniversary of his employment and he signs a release of claims, any unvested portion of the Initial RSU Award will become vested.
 
Dr. Addiego also will be eligible for severance benefits under the Company’s severance policy and will receive the Company’s standard change in control severance agreement.  Under the Company’s current severance policy, if Dr. Addiego is terminated without cause prior to a change in control and he signs a release of claims, he is entitled to receive 12 months of (i) salary, (ii) bonus (based on the average annual cash bonus over the prior three years), (iii) COBRA premiums and (iv) accelerated vesting of equity awards. Under the Company’s change in control severance agreement, if the termination of employment occurs within 12 months after a change in control (including a resignation with good reason), his severance benefits would be increased to 18 months of salary, bonus and COBRA premiums, and all of his equity awards would become vested.
 
Item 9.01 Financial Statements and Exhibits
 
(d) Exhibits
 
99.1:           Offer Letter between the Company and Gino Addiego
 
 
 
 
 
 
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 hereunto duly authorized.
 
   
ULTRA CLEAN HOLDINGS, INC.
 
 
Date:
March 7, 2011
  
By:
/s/ Clarence Granger
       
Name:
Clarence Granger
       
Title:
Chairman and Chief Executive Officer


EX-99.1 2 dp21493_ex99-1.htm EXHIBIT 99.1
EXHIBIT 99.1


February 17, 2011



Ginetto (Gino) Addiego, PhD
 
Dear Gino,

Ultra Clean Holdings, Inc. (or the “Company”) is pleased to offer you the regular, full time position of President and Chief Operating Officer, reporting to our Chief Executive Officer. Your start date will be determined once you accept our offer.  This position will be at our corporate offices currently located in Hayward, California.  If you accept our offer of employment, your compensation during your employment will be as follows:

Base Salary.  You will be paid at the annual base rate of $380,000, payable bi-weekly in accordance with our regular payroll practices and in accordance with all applicable state and federal laws.

Management Bonus.  You will be eligible for the management bonus plan which includes an initial target payout of 75% of your base salary on an annualized basis. The payout will be based upon performance factors determined by the Board of Directors.  In your first year of employment this bonus will be pro-rated based on your start date.

Restricted Stock Units.  You will be eligible for an award of 240,000 restricted stock units of Ultra Clean Holdings, Inc. (the “Initial RSU Award”), with 1/3 of the award vesting upon the second anniversary of the date of the grant, an additional 1/3 vesting upon the third anniversary of the date of the grant and the last 1/3 vesting upon the fourth anniversary of the date of the grant, subject to the terms and conditions of our Amended and Restated Stock Incentive Plan.

In the event that you are terminated without Cause prior to the fourth anniversary of your employment, any unvested portion of the Initial RSU Award only shall be accelerated and will become fully vested.  This acceleration will be subject to your execution of, and not revoking, an agreement  to release Ultra Clean from any claims you may have had against Ultra Clean and its affiliates.  “Cause” shall exist if (a) you are convicted of, or plead guilty or no contest to, a criminal offense; (b) you engage in any act of fraud or dishonesty; (c) you breach any agreement with Ultra Clean; (d) you commit any material violation of Ultra Clean policy; or (e) you fail, refuse or neglect to perform the services required of you in your position at the company.

Other Benefits.  As a regular employee working at least thirty hours per week, you will be eligible to participate in our group medical, dental, and vision plans starting the first of the month following your date of hire.  You are also eligible for coverage under our life, short and long term
 
 
 
 
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disability plans, also starting the first of the month following your date of hire.  You will be eligible to elect participation in our 401(k) Plan the first of the month following completion of ninety days of continuous employment. Additionally, you will be eligible to participate in our Employee Stock Purchase and Flexible Spending Account plans as per the terms and conditions of each of these plans.

Employment at Ultra Clean is “at will” meaning either you or the Company may terminate the employment relationship at any time, with or without cause, and with or without notice.  Ultra Clean will employ you on an “at will” basis and apply to you the same policies and procedures applicable to all its employees.

Except for the Chief Executive Officer, no manager, supervisor, or other representative of Ultra Clean has the authority to agree on behalf of the Company to employ any employee for any specified period of time, or to employ any employee on other than an “at will” basis.  Any agreement to employ any employee for a specified period of time or on other than an “at will” basis is effective only if the agreement is signed by the Chief Executive Officer.

Enclosed is a copy of our Non-Disclosure and Confidentiality Agreement for your review and signature. Employees of the Company work with and/or develop information for the Company’s benefit that is considered confidential in nature.  As a result, the Company requires employees to agree not to use or disclose any such confidential information for the benefit of anyone or any entity other than the Company.  By signing this agreement, you agree to keep confidential any and all information about the Company.

Although we do not anticipate that any disputes will arise concerning your employment, the Company wishes to resolve any dispute that might arise in a fair and efficient manner.  With this in mind, the Company requires employees to resolve any disputes that may arise with the Company through binding arbitration.  Disputes subject to resolution through arbitration include, but are not limited to, those concerning employment with the Company, the termination of one’s employment with the Company, compensation or benefits, and the violation of any applicable laws.  Arbitration shall be conducted pursuant to the rules of Judicial Arbitration and Mediation Services (JAMS) and the arbitrator shall be selected from a list of neutral arbitrators provided by JAMS in accordance with its rules.
 
Arbitration shall be the exclusive means through which you or the Company may seek relief in connection with a dispute, except that either party may seek interim equitable relief from a court in connection with a dispute concerning unfair competition or the misappropriation of trade secrets.

This offer of employment is contingent upon your ability to present proof of your eligibility to work in the United States within three working days of your first day of work. This offer of employment is also contingent upon your successful completion of a pre-employment background screening and pre-employment drug test.

Please sign and date this offer of employment and return a copy to me no later than February 18, 2011 together with the signed original of the Confidentiality and Non-Disclosure Agreement.
 
 
 
 
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Please feel free to contact me at 510-576-4664 with any questions you may have.  We look forward to having you join Ultra Clean!


Sincerely,
 
 

 
 
Linda Greco
Director, Human Resources
Ultra Clean Holdings, Inc.



Offer Acceptance:

 
         
Gino Addiego   Date