Quarterly Report — Form 10-Q — Sect. 13 / 15(d) – SEA’34 Filing Table of Contents
Document/ExhibitDescriptionPagesSize
1: 10-Q Quarterly Report HTML 547K
2: EX-10.1 Material Contract HTML 33K
3: EX-10.2 Material Contract HTML 68K
4: EX-31.1 Certification -- §302 - SOA'02 HTML 29K
5: EX-31.2 Certification -- §302 - SOA'02 HTML 29K
6: EX-32.1 Certification -- §906 - SOA'02 HTML 24K
7: EX-32.2 Certification -- §906 - SOA'02 HTML 24K
14: R1 Document and Entity Information HTML 47K
15: R2 Consolidated Balance Sheets HTML 108K
16: R3 Consolidated Balance Sheets (Parenthetical) HTML 45K
17: R4 Consolidated Statements of Operations HTML 80K
18: R5 CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS HTML 40K
Statement
19: R6 Consolidated Statements of Comprehensive Loss HTML 29K
(Parenthetical)
20: R7 Condensed Consolidated Statements of Cash Flows HTML 127K
21: R8 The Company HTML 40K
22: R9 Recent Accounting Pronouncements HTML 42K
23: R10 Fair Value Measurements HTML 200K
24: R11 Inventories HTML 31K
25: R12 Other Assets HTML 37K
26: R13 Accrued Liabilities (Current) Other liabilities HTML 38K
(Notes)
27: R14 Product Warranty HTML 41K
28: R15 Deferred Revenue HTML 43K
29: R16 Long-term Debt (Notes) HTML 42K
30: R17 Revolving Credit Facility (Notes) HTML 25K
31: R18 Commitments & Contingencies (Notes) HTML 25K
32: R19 Shareholders' Equity HTML 25K
33: R20 Accumulated Other Comprehensive Income (Loss) HTML 45K
Accumulated Other Comprehensive Income (Loss)
(Notes)
34: R21 Share-Based Compensation HTML 45K
35: R22 Product and Geographic Information (Notes) HTML 60K
36: R23 Restructuring and Cost Management Plans HTML 98K
37: R24 (Loss) Earnings Per Share HTML 50K
38: R25 Business Acquisitions HTML 38K
39: R26 Income Taxes (Notes) HTML 29K
40: R27 Fair Value Measurements (Tables) HTML 195K
41: R28 Inventories (Tables) HTML 32K
42: R29 Other Assets (Tables) HTML 33K
43: R30 Accrued Liabilities (Current) Other Liabilities HTML 39K
Disclosure (Tables)
44: R31 Product Warranty (Tables) HTML 40K
45: R32 Deferred Revenue (Tables) HTML 41K
46: R33 Long-term Debt Debt Outstanding (Tables) HTML 30K
47: R34 Share-Based Compensation Expense (Tables) HTML 40K
48: R35 Product and Geographic Information (Tables) HTML 61K
49: R36 Restructuring and Cost Management Plans (Tables) HTML 75K
50: R37 Earnings (Loss) Per Share (Tables) HTML 49K
51: R38 Basis of Presentation Cash and Cash Equivalents HTML 33K
and Restricted Cash reconciliation (Details)
52: R39 Fair Value Measurements - Investments (Details) HTML 60K
53: R40 Fair Value Measurements Fair Value Hierarchy HTML 135K
(Details)
54: R41 Trade Accounts Receivable (Details) HTML 31K
55: R42 Inventories - Components of Inventories (Details) HTML 32K
56: R43 Other Assets (Details) HTML 42K
57: R44 Other Assets - Additional Information (Details) HTML 24K
58: R45 Other Assets Other assets other details (Details) HTML 24K
59: R46 Accrued Liabilities (Details) HTML 45K
60: R47 Product Warranty (Details) HTML 35K
61: R48 Deferred Revenue (Details) HTML 35K
62: R49 Long-term Debt (Details) HTML 24K
63: R50 Long-term Debt Long-term debt table (Details) HTML 30K
64: R51 Long-term Debt Maturities of LT Debt (Details) HTML 35K
65: R52 Shareholders' Equity - Share repurchase (Details) HTML 23K
66: R53 Accumulated Other Comprehensive Income (Loss) HTML 65K
(Details)
67: R54 Share-Based Compensation - Expense (Details) HTML 47K
68: R55 Product and Geographic Information Revenue from HTML 36K
Product Market (Details)
69: R56 Product and Geographic Information Revenue from HTML 31K
Geographic Location table (Details)
70: R57 Restructuring and Cost Management Plans - Amounts HTML 51K
Related to Restructuring Costs Payable (Details)
71: R58 Restructuring and Cost Management Plans Q4 FY17 HTML 52K
Restructuring Plan Expected Costs (Details)
72: R59 Restructuring and Cost Management Plans Q4 FY17 HTML 64K
Restructuring Plan Accrual Reconciliation
(Details)
73: R60 Restructuring and Cost Management Plans Chelmsford HTML 32K
Restructuring Plan Accrual (Details)
74: R61 Earnings (Loss) Per Share - Reconciliation of HTML 39K
Weighted Average Shares Outstanding Used in
Calculation of Basic and Diluted Earnings Per
Share (Details)
75: R62 Earnings (Loss) Per Share - Additional Information HTML 25K
(Details)
76: R63 Business Acquisitions - Allocation of Purchase HTML 63K
Price of Assets Acquired and Liabilities Assumed
Based on the Fair Value (Details)
77: R64 Business Acquisitions Business Acquisition details HTML 34K
(Details)
79: XML IDEA XML File -- Filing Summary XML 138K
78: EXCEL IDEA Workbook of Financial Reports XLSX 73K
8: EX-101.INS XBRL Instance -- esio-20171230 XML 1.97M
10: EX-101.CAL XBRL Calculations -- esio-20171230_cal XML 201K
11: EX-101.DEF XBRL Definitions -- esio-20171230_def XML 637K
12: EX-101.LAB XBRL Labels -- esio-20171230_lab XML 1.18M
13: EX-101.PRE XBRL Presentations -- esio-20171230_pre XML 780K
9: EX-101.SCH XBRL Schema -- esio-20171230 XSD 145K
80: ZIP XBRL Zipped Folder -- 0000726514-18-000008-xbrl Zip 174K
This Agreement is entered into by and between Electro Scientific Industries, Inc. (“ESI”), and Paul R. Oldham (“Employee”) with respect to the following facts:
A. Employee's employment with ESI terminates on December 4, 2017.
B.ESI and Employee desire to enter into this Agreement regarding Employee's termination. Employee agrees to reaffirm this Agreement on the last day of employment.
The parties agree as
follows:
1.
Wages. On Employee’s last day of employment, Employee received all earned wages and, a pro-rated portion of your special bonus in the amount of Seventy-Five Thousand dollars ($75,000) less applicable witholdings.
2. Separation Pay. In consideration of Employee signing and abiding by the covenants and releases given herein, ESI will pay Employee total of Six Hundred and One-Thousand, Eight-Hundred and Twenty-Two dollars ($601,822), less applicable withholdings (“Separation Pay”). This sum includes an amount equal to six
(6) months’ family Medical and Dental COBRA payments.
3. Resignation. ESI agrees to allow Employee to resign from his employment with ESI. Employee acknowledges that his employment with Company has ended.
4. Effective Date. The Effective Date of this Agreement shall be the 8th day after Employee properly signs it, as described in Paragraph 9 below.
6. Confidential Information; Return of Property; Non-disparagement and Cooperation. Employee agrees not to use or disclose confidential, proprietary or trade secret information learned while an employee of
ESI or its predecessors, including the terms of this Agreement, and covenants not to breach that duty. Confidential, proprietary, and trade secret information may include manufacturing processes, business plans, customer lists, drawings, documents, reports, facilities, formulas, computer data, computer programs (including algorithms, flowcharts, source code, object code, and firmware). This Agreement not to disclose confidential information is consistent with the ESI Employee Confidentiality and Assignment Agreement (“Confidentiality Agreement”), which, if signed by Employee, continues to apply after employment has ended. Employee agrees to return any and all ESI property and/or information in Employee’s possession. Both the Company and, the Employee agree not to disparage or make false, adverse or derogatory remarks about ESI or the Employee. Employee also agrees to fully
cooperate and be reasonably available to ESI in any pending or future dispute or proceeding in which Employee may have knowledge of potentially relevant information.
7. General Release. Employee acknowledges that Employee would not be entitled to receive the Separation Pay provided for herein absent Employee’s execution of and
compliance with this Agreement. In consideration of the Separation Pay and other benefits, Employee, individually and on behalf of Employee’s spouse, domestic partner, heirs and assigns (as applicable), to the fullest extent permitted under applicable law, unconditionally releases and discharges ESI, its subsidiaries,
any related corporations and/or entities and each entity’s respective directors, officers, shareholders, employees, agents, successors and assigns, in their individual and representative capacities (collectively “Releasees”), from any and all known or unknown liability, damages claims, causes of action or suits of any type related directly or indirectly to Employee's employment with ESI, and the termination of Employee's employment with ESI, including claims under any common law theories, including but not limited to, breach of contract or tort or tort-like theories and under any local, state or federal, constitutional, civil rights, labor, and employment laws, including but not limited to, Employee Retirement Income Security Act (ERISA), Title VII of the Civil Rights Act of 1964, the Post Civil War Civil Rights Acts (42 USC §§ 1981‑1988), the Civil Rights Act of 1991,
the Equal Pay Act, Older Workers’ Benefit Protection Act, the Age Discrimination in Employment Act, the Americans with Disabilities Act, the Worker Adjustment and Retraining Notification Act, the Rehabilitation Act of 1973, the Uniformed Services Employment and Reemployment Rights Act, the Fair Labor Standards Act, Executive Order 11246, the Sarbanes-Oxley Act, and the Family and Medical Leave Act, all as amended, including any regulations or guidelines thereunder.
This Release shall not affect any rights that Employee may have under health insurance plans, under the 401(k) plan or the non-qualified deferred compensation plan maintained by the Company, for unemployment or workers’ compensation benefits.
8. Knowing
and Voluntary Release of Rights Under the Older Workers’ Benefit Protection Act (the “Act”). Employee acknowledges that: (a) Employee has been encouraged in writing to consult with an attorney prior to executing this Agreement; (b) Employee has read the release and understands the effect of Employee’s release and that Employee is releasing legal rights; (c) Employee is aware of certain rights to which Employee may be entitled under certain statutes and laws identified in the release; (d) Employee has had adequate time to consider this Agreement; (e) Employee understands the Agreement and agrees to be bound by its terms; and (f) as consideration for executing this Agreement, Employee has received additional benefits and compensation of value to which Employee would not otherwise be entitled.
9. Time for Consideration of Offer. Employee
acknowledges that the Company provided Employee with this Agreement on or before December 4, 2017, and that the offer provided Employee with a period of twenty-one (21) days from the date of receipt to consider the offer and this Agreement (the "consideration period"). After Employee executes this Agreement, Employee has a period of seven (7) days in which Employee may revoke this Agreement in writing delivered to Tracey Jerijervi, Vice President of Human Resources or her designee and void Employee’s release of claims. In the event Employee has not signed and reaffirmed this Agreement by December 25, 2017, or if Employee timely revokes it, this offer will expire and Employee will not be entitled to
the Separation Pay offered under this Agreement. If Employee reaffirms this Agreement on December 25, 2017, it will become effective and irrevocable on the day Employee reaffirms it (the “Effective Date”) and only then will Employee be entitled to the Separation Pay and severance benefits offered herein.
2
10. General Provisions.
a. Employee acknowledges that Employee has been given the opportunity to consult with legal counsel with respect to the matters referenced in this Agreement, and that Employee has obtained and considered
the advice of legal counsel as Employee deems necessary or appropriate.
b. This Agreement and the Confidentiality Agreement contain the entire agreement between Employee and ESI and there have been no promises, inducements or agreements not expressed in this Agreement.
c. The provisions of this Agreement shall be considered severable, such that if any provision or part thereof shall at any time be held invalid under any law or ruling, any and all such other provision(s) or part(s) shall remain in full force and effect and continue to be enforceable.
d. This Agreement shall be interpreted, construed, governed and enforced in accordance with the laws of the State of Oregon.
e. This
Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, legal representatives, successors and assigns.
f. Nothing in this Agreement shall be construed as an admission of any liability or any wrongdoing by either party to this Agreement.
The undersigned have executed this Agreement on the dates shown below.
