UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
CURRENT REPORT
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On August 21, 2024, the Compensation Committee (“Committee”) of the Board of Directors (“Board”) of GCT Semiconductor Holding, Inc. (the "Company") approved a resolution for the Company to (i) assume the executive retention plan of the Company’s wholly-own subsidiary, GCT Semiconductor, Inc., which was not previously assumed by the Company following the closing of the business combination; (ii) make certain technical changes to reflect recent regulatory development; and (iii) confirm that the Chief Financial Officer is eligible to participate in the retention plan (as amended, the “Retention Plan”). Pursuant to the Retention Plan, our executive officers are eligible to receive severance payments and benefits upon an involuntary termination of the employee’s employment. Should the employee’s employment be involuntarily terminated by the Company without cause at any time other than during the 12 months following a change in control of the Company, the employee will be entitled to receive (i) continued base salary for a period of 6 months, (ii) continued health care coverage for the employee and the employee’s eligible dependents for a period of up to 6 months, and (iii) accelerated vesting of 50% of the unvested shares subject to any outstanding equity awards. Should the employee’s employment be involuntarily terminated by the Company without cause or by the employee for good reason, in either case within 12 months following a change in control of the Company, then the employee will be entitled to receive (i) continued base salary for a period of 12 months, (ii) continued health care coverage for the employee and the employee’s eligible dependents for a period of up to 12 months, and (iii) full accelerated vesting of outstanding equity awards. These severance benefits are subject to the employee’s execution and non-revocation of a release of claims. In connection with the adoption of the Retention Plan, the executive retention plan previously adopted by GCT Semiconductor, Inc. was terminated.
The above summary of the Retention Plan is qualified in its entirety by reference to the complete terms and conditions as set forth in the Retention Plan, the form of which is filed herewith as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference into this Item 5.02.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
Exhibit Index
| Exhibit No. |
Description | |
| 10.1 | GCT Semiconductor Holding, Inc. Amended and Restated Executive Retention Plan | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| GCT SEMICONDUCTOR HOLDING, INC. | ||
| August 26, 2024 | By: | /s/ Edmond Cheng |
| Name: | Edmond Cheng | |
| Title: | Chief Financial Officer |