SEC Info - Semtech Corp - ‘10-Q’ for 10/27/19

Semtech Corp – ‘10-Q’ for 10/27/19 – ‘EX-10.3’

On: Wednesday, 12/4/19, at 4:32pm ET · For: 10/27/19 · Accession #: 88941-19-12 · File #: 1-06395

Document/Exhibit Description Pages Size 1: 10-Q Quarterly Report HTML 1.31M 2: EX-10.2 Material Contract HTML 135K 3: EX-10.3 Material Contract HTML 38K 4: EX-31.1 Certification -- §302 - SOA'02 HTML 35K 5: EX-31.2 Certification -- §302 - SOA'02 HTML 35K 6: EX-32.1 Certification -- §906 - SOA'02 HTML 31K 7: EX-32.2 Certification -- §906 - SOA'02 HTML 31K 44: R1 Cover Page HTML 81K 99: R2 Condensed Consolidated Statements Of Income HTML 99K 69: R3 Condensed Consolidated Statements Of Comprehensive HTML 56K Income 29: R4 Condensed Consolidated Balance Sheets HTML 120K 46: R5 Condensed Consolidated Balance Sheets HTML 46K (Parenthetical) 100: R6 Condensed Consolidated Statements of Stockholders' HTML 88K Equity Statement 70: R7 Condensed Consolidated Statements Of Cash Flows HTML 134K 31: R8 Organization and Basis of Presentation HTML 54K 42: R9 Earnings Per Share HTML 60K 98: R10 Share-Based Compensation HTML 73K 65: R11 Investments HTML 64K 34: R12 Fair Value Measurements HTML 114K 48: R13 Inventories HTML 37K 97: R14 Goodwill and Intangible Assets HTML 120K 64: R15 Long-Term Debt HTML 70K 33: R16 Income Taxes HTML 61K 47: R17 Leases (Notes) HTML 60K 95: R18 Commitments and Contingencies HTML 84K 66: R19 Concentration of Risk HTML 62K 14: R20 Segment Information HTML 162K 51: R21 Stock Repurchase Program HTML 46K 81: R22 Derivatives and Hedging Activities HTML 33K 73: R23 Subsequent Events (Notes) HTML 38K 13: R24 Organization and Basis of Presentation (Policy) HTML 97K 50: R25 Earnings Per Share (Tables) HTML 60K 80: R26 Share-Based Compensation (Tables) HTML 61K 72: R27 Investments (Tables) HTML 61K 15: R28 Fair Value Measurements (Tables) HTML 104K 49: R29 Inventories (Tables) HTML 39K 41: R30 Goodwill and Intangible Assets (Tables) HTML 122K 30: R31 Long-Term Debt (Tables) HTML 74K 67: R32 Income Taxes (Tables) HTML 61K 101: R33 Leases (Tables) HTML 62K 43: R34 Commitments and Contingencies (Tables) HTML 65K 32: R35 Concentration of Risk (Tables) HTML 57K 68: R36 Segment Information (Tables) HTML 172K 102: R37 Stock Repurchase Program (Tables) HTML 45K 45: R38 Organization and Basis of Presentation (Fiscal HTML 36K Year) (Details) 28: R39 Organization and Basis of Presentation HTML 48K (Acquisitions) (Details) 54: R40 Organization and Basis of Presentation (Legal HTML 32K Settlement) (Details) 19: R41 Organization and Basis of Presentation (Recent HTML 34K Accounting Pronouncements) (Details) 74: R42 Earnings Per Share - 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Exhibit 10.3

[Company Letterhead]

[Date]

[Employee Name]

[Employee Address]


Re:	Executive Change in Control Retention Plan Participation Letter Agreement

Dear [Employee Name]:

Semtech Corporation (“Semtech”) has adopted the new Semtech Corporation Executive Change in Control Retention Plan (the “New Plan”) effective August 21, 2019 (the “Effective Date”). The New Plan replaces the Semtech Corporation Amended and Restated Executive Change in Control Retention Plan, which originally took effect on December 19, 2014 (the “Prior Plan”). The Prior Plan has been terminated effective as of the Effective Date.

You have been selected as a participant in the New Plan effective as of the Effective Date. As a condition to your participation in the New Plan, you are required to sign this letter and return a copy to Semtech as instructed below. This letter supersedes and replaces in its entirety your participation agreement under and with respect to the Prior Plan.

Through this letter, you are being offered the opportunity to become a participant in the New Plan, and thereby to be eligible to receive the benefits described in the New Plan, which are contingent on your employment terminating under certain circumstances in connection with a Change in Control (as defined in the New Plan). A copy of the New Plan is attached to this letter. You should read it carefully and become comfortable with its terms and conditions, and those set forth below.

By signing below, you acknowledge and agree to the following:


(a)	You have received a copy of the New Plan, which also serves as its summary plan description;


(b)	Terms not defined in this letter but beginning with initial capital letters shall have the meaning assigned to them in the New Plan;


(c)	Participation in the New Plan requires that you agree irrevocably and voluntarily to the terms of the New Plan and the terms set forth in this letter agreement; and


(d)	You have had the opportunity to carefully evaluate this opportunity, and desire to participate in the New Plan according to the terms and conditions set forth herein.

Subject to the foregoing, we invite you to become a “Participant” in the New Plan. Your participation in the New Plan will be effective upon your signing and returning this letter agreement to Semtech within 30 days of your receipt of this letter agreement.

NOW, THEREFORE, you and Semtech (hereinafter referred to as “the parties”) hereby

AGREE as follows:

1.This letter agreement shall terminate, and your status as a “Participant” in the New Plan shall end, on the first to occur of:


(a)	your termination of employment, for any reason, provided that such termination does not occur during a Change in Control Window;


(b)	your termination of employment during a Change in Control Window to the extent that (i) Semtech or an Affiliate terminates your employment for “Cause” or (ii) you terminate employment for a reason other than “Good Reason” (as such terms are defined in the New Plan) or (iii) your employment terminates as a result of your death or Disability;


(c)	the second anniversary of a Change in Control (provided that if your employment has previously terminated in a Qualifying Termination, this letter agreement and your status as a Participant shall not terminate until all New Plan benefits have been paid to you);


(d)	the date all New Plan benefits have been paid to you; or


(e)	the effective time of a termination of the Plan in accordance with Section 11 of the Plan.

2.You recognize and agree that your execution of this letter agreement results in your enrollment and participation in the New Plan, that you agree to be bound by the terms and conditions of the New Plan and this letter agreement, and that you understand that this letter agreement may not be amended or modified except pursuant to Section 11 of the New Plan or as expressly provided above.

3.This letter agreement embodies the entire agreement of the parties hereto respecting the matters within its scope. This letter agreement supersedes all prior and contemporaneous agreements of the parties hereto that directly or indirectly bears upon the subject matter hereof (including, without limitation, the Prior Plan and any participation letter or agreement you may have had under the Prior Plan).



EXECUTIVE		SEMTECH CORPORATION


Name:		Name:
Date:		Title:
		Date:

This ‘10-Q’ Filing

Date

Other Filings

Filed on:

12/4/19

8-K

For Period end:

10/27/19

8/21/19

8-K

12/19/14

8-K

List all Filings

As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/28/24 Semtech Corp. 10-K 1/28/24 141:18M 3/30/23 Semtech Corp. 10-K 1/29/23 147:95M 3/16/22 Semtech Corp. 10-K 1/30/22 126:15M 3/24/21 Semtech Corp. 10-K 1/31/21 142:16M

Semtech Corp – ‘10-Q’ for 10/27/19 – ‘EX-10.3’

On: Wednesday, 12/4/19, at 4:32pm ET · For: 10/27/19 · Accession #: 88941-19-12 · File #: 1-06395

Previous ‘10-Q’: ‘10-Q’ on 8/28/19 for 7/28/19 · Next: ‘10-Q’ on 5/27/20 for 4/26/20 · Latest: ‘10-Q’ on 12/6/23 for 10/29/23 · 4 References:

Quarterly Report — Form 10-Q — Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

‘EX-10.3’ — Material Contract

This Exhibit is an HTML Document rendered as filed. [ Alternative Formats ]

Dates Referenced Herein and Documents Incorporated by Reference

4 Subsequent Filings that Reference this Filing

Semtech Corp – ‘10-Q’ for 10/27/19 – ‘EX-10.3’

On: Wednesday, 12/4/19, at 4:32pm ET · For: 10/27/19 · Accession #: 88941-19-12 · File #: 1-06395

Quarterly Report — Form 10-Q — Sect. 13 / 15(d) – SEA’34Filing Table of Contents

‘EX-10.3’ — Material Contract

This Exhibit is an HTML Document rendered as filed. [ Alternative Formats ]

Dates Referenced Herein and Documents Incorporated by Reference

4 Subsequent Filings that Reference this Filing

Quarterly Report — Form 10-Q — Sect. 13 / 15(d) – SEA’34
Filing Table of Contents