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 25, 2015
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

On March 25, 2015, Ultra Clean Holdings, Inc. (the “Company”) announced that Mr. Kevin C. Eichler, currently the Company’s Executive Vice President and Chief Financial Officer, has been promoted to the role of President and Chief Financial Officer of the Company, effective March 25, 2015.

Mr. Eichler’s full biography is included in the Company’s Annual Report on Form 10-K filed by the Company with the Securities and Exchange Commission on March 11, 2015 and incorporated by reference herein.

Pursuant to the offer letter filed as Exhibit 99.1 hereto, the Company has agreed to increase Mr. Eichler’s annual base salary to $370,000, with an annual target bonus equal to 75% of his base salary, and to grant him an award of 40,000 restricted stock units effective March 27, 2015 that vests in three equal installments on the first, second and third anniversaries of the grant, subject to his continued employment on the applicable vesting date.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.	Exhibit Description
99.1	Offer Letter between the Company and Mr. Eichler dated March 24, 2015

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 26, 2015	By:	/s/ Kevin C. Eichler
			Name:	Kevin C. Eichler
			Title:	Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Exhibit Description
99.1	Offer Letter between the Company and Mr. Eichler dated March 24, 2015

EX-99.1

Exhibit 99.1

March 23 2015

From: Jim Scholhamer

Subject:   Promotion

Dear Kevin (Casey) Eichler:

This letter is to advise that you will be promoted to the position of President and Chief Financial Officer reporting to James Scholhamer, CEO effective March 25, 2015, subject to the approval of the Board.  Additional responsibilities may accompany this role such as managing additional functions.as per our mutual agreement.

As a result of this promotion, your annual salary has been increased by $19,074.88 (5.44%) to $370,000.00, effective the same date.  You will be paid bi-weekly as per UCT’s regular payroll practices and in accordance with all applicable state and federal laws.

You will also be eligible to participate in the Management Bonus Plan which includes an annual target payout of 75% of your base salary, payable on a quarterly basis, effective the same date.  The payout will be based upon financial performance factors determined by UCT’s Board of Directors and subject to terms and conditions of the Plan.

In addition, you will be eligible for an award of 40,000 RSUs of Ultra Clean Holdings, Inc., which will be granted on March 27, 2015.  The award will vest over three years in equal annual installments on each anniversary of the date of grant and subject to the terms and conditions of UCT’s Stock Incentive Plan.

Please accept our personal congratulations on this well-deserved recognition of your continuing excellent contributions and commitment to UCT.  We look forward to a long and mutually rewarding relationship with you.

Employment within Ultra Clean Technology 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 Technology will employ you on an ‘at will’ basis and apply to you the same policies and procedures applicable to all its employees.

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Please sign the duplicate copy of this letter of having accepted the offer as stated above.

Sincerely,

/s/ James Scholhamer	/s/ Joan Sterling
James Scholhamer	Joan Sterling
Chief Executive Officer	Vice President, Global Human Resources
I accept this offer of employment as stated above.
/s/ Kevin C. Eichler	March 24,2015
Acceptance Signature	Date

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