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Lumentum(LITE) - 2025 Q2 - Quarterly Results
LITELumentum(LITE)2025-02-06 21:22

Transition Agreement Details - Employee will cease to be the CEO and President of the Company as of February 7, 2025[6] - Employee's services will reduce to no more than 20% of the level provided in the three years prior to the Separation from Service Date[8] - Employee will receive a lump sum cash payment of 3,200,000within30daysfollowingtheSeparationfromServiceDate[14]−Employee′sbasesalaryduringtheTransitionPeriodwillbereducedto3,200,000 within 30 days following the Separation from Service Date[14] - Employee's base salary during the Transition Period will be reduced to 85,000 per year[12] - Employee will continue to vest in RSUs and PSUs during the Transition Period, with specific units accelerating vesting[15] - The Company will pay up to 25,000forEmployee′sreasonablelegalandtaxaccountingfeesrelatedtotheTransitionAgreement[17]−EmployeewillhavetheopportunitytocontinueemploymentataReducedLevelofServiceuntilDecember15,2025[11]−Employee′sresignationfromtheBoardofDirectorswillbeeffectiveasofJune28,2025[11]−Employee′sparticipationintheAnnualIncentivePlanforthefiscalyearendingJune28,2025willnotbereducedduetothesalarychange[12]−TheTransitionAgreementdoesnotaltertheat−willnatureofEmployee′semploymentwiththeCompany[24]−TheTransitionAgreementwillbecomeeffectiveontheeighthdayafterEmployeesignsit,providedithasnotbeenrevoked[40]−Employeehastwenty−onecalendardaystoconsidertheTransitionAgreementandsevendaystorevokeitaftersigning[28]ReleaseandWaiver−EmployeeacknowledgesthewaiverofrightsundertheAgeDiscriminationinEmploymentAct(ADEA)andconfirmsthatthiswaiverisknowingandvoluntary[28]−EmployeeagreestoreleaseallclaimsagainsttheCompanyanditsaffiliates,includingclaimsforbreachofcontractandemotionaldistress[5]−EmployeereleasestheCompanyanditsaffiliatesfromallclaimsrelatedtoemploymentandtermination[68]−EmployeewaivesanyrightsundertheAgeDiscriminationinEmploymentActof1967[71]−EmployeeagreesnottopursueanylawsuitsorclaimsagainsttheCompanyoritsaffiliates[75]TerminationandVesting−Employee′semploymentwiththeCompanyandtheEmployerterminatedeffectiveDecember15,2025[58]−AsoftheTerminationDate,thereare15,932unvestedRSUsforFY24and46,645unvestedRSUsforFY25[57]−AsoftheTerminationDate,thereare95,581unvestedPSUsforFY24and93,285unvestedPSUsforFY25[58]−AlloutstandingandunvestedRSUswillvestat10025,000 for Employee's reasonable legal and tax accounting fees related to the Transition Agreement[17] - Employee will have the opportunity to continue employment at a Reduced Level of Service until December 15, 2025[11] - Employee's resignation from the Board of Directors will be effective as of June 28, 2025[11] - Employee's participation in the Annual Incentive Plan for the fiscal year ending June 28, 2025 will not be reduced due to the salary change[12] - The Transition Agreement does not alter the at-will nature of Employee's employment with the Company[24] - The Transition Agreement will become effective on the eighth day after Employee signs it, provided it has not been revoked[40] - Employee has twenty-one calendar days to consider the Transition Agreement and seven days to revoke it after signing[28] Release and Waiver - Employee acknowledges the waiver of rights under the Age Discrimination in Employment Act (ADEA) and confirms that this waiver is knowing and voluntary[28] - Employee agrees to release all claims against the Company and its affiliates, including claims for breach of contract and emotional distress[5] - Employee releases the Company and its affiliates from all claims related to employment and termination[68] - Employee waives any rights under the Age Discrimination in Employment Act of 1967[71] - Employee agrees not to pursue any lawsuits or claims against the Company or its affiliates[75] Termination and Vesting - Employee's employment with the Company and the Employer terminated effective December 15, 2025[58] - As of the Termination Date, there are 15,932 unvested RSUs for FY24 and 46,645 unvested RSUs for FY25[57] - As of the Termination Date, there are 95,581 unvested PSUs for FY24 and 93,285 unvested PSUs for FY25[58] - All outstanding and unvested RSUs will vest at 100% effective on the Effective Date[61] - All outstanding and unvested PSUs will vest based on target performance levels effective on the Effective Date[62] - Employee will remain eligible for payments under the Annual Incentive Plan despite termination[63] - Employee acknowledges that all salary, wages, bonuses, and other benefits have been paid prior to the Effective Date[67] Agreement Provisions - The Transition Agreement represents the entire agreement between the Company and Employee, superseding any prior agreements[38] - Employee must comply with confidentiality obligations and is permitted to disclose these obligations to potential employers[30] - The Transition Agreement may only be amended in writing signed by both parties[37] - The Company and Employer represent that the undersigned has the authority to bind them to the terms of the Transition Agreement[41] - Any breach of the Agreement entitles the Company to recover consideration provided to Employee, except for 100 already paid[82] - The Agreement constitutes a compromise and settlement of any actual or potential disputed claims by Employee[83] - Any disputes arising from the Agreement shall be subject to arbitration under the Federal Arbitration Act[84] - The prevailing party in any arbitration is entitled to recover costs and reasonable attorneys' fees[86] - The Agreement is governed by the laws of the State of California, with specific provisions under the Federal Arbitration Act[87] - Employee is responsible for any tax consequences related to the consideration provided under the Agreement[88] - The Agreement is intended to comply with Section 409A of the Code to avoid additional tax implications[89] - Employee acknowledges voluntary execution of the Agreement without duress and understands its terms[98]