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):
November 29, 2010
Integrated Silicon Solution, Inc.
(Exact name of registrant as specified in its charter)
| | | | |
| Delaware | | 000-23084 | | 77-0199971 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
1940 Zanker Road
San Jose, California
95112
(Address of Principal Executive Offices)
(Zip Code)
Registrant’s telephone number, including area code: (408) 969-6600
(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:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | 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 November 29, 2010, the Compensation Committee of the Board approved the executive compensation program for fiscal 2011 which included base salary, variable cash compensation based on achievement of performance goals, variable cash compensation awarded at the discretion of the Compensation Committee and equity grants. With respect to annual base salaries, effective November 1, 2010, Scott Howarth’s salary is $315,000, John Cobb’s salary is $260,000, K.Y. Han’s salary is $270,000, James Han’s salary is $270,000 and Mr. Lee’s salary is $200,000. Under the performance goals approved by the Compensation Committee, payments are to be based 40% on ISSI’s operating income for fiscal 2011, 40% on revenue from targeted areas and 20% on total revenue. For purposes of the bonus plan, the Compensation Committee established a target for ISSI performance in each of these three areas. ISSI’s performance in each area must be at least 75% of the target before a payout is made in such area and the maximum amount payable for performance in each area is 125% of the target. At the targeted level of performance, the bonus amount allocated to Mr. Howarth was $224,000, the amount allocated to Mr. Cobb was $160,000, the amount allocated to Mr. K.Y. Han was $176,000 and the amount allocated to Mr. James Han was $176,000. For fiscal 2011, the discretionary bonus amount for Mr. Howarth is $56,000, the discretionary amount for Mr. Cobb is $40,000, the discretionary amount for Mr. K.Y. Han is $44,000 and the discretionary amount for Mr. James Han is $44,000. Due to his continued reduced time status, Mr. Lee was not allocated any bonus amounts for fiscal 2011. The Compensation Committee also approved grants of the stock options and restricted stock units under the Company’s 2007 Incentive Compensation Plan to the above executive officers.
SIGNATURE
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.
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| | | | | | INTEGRATED SILICON SOLUTION, INC. |
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| Date: December 2, 2010 | | | | | | /S/ JOHN M. COBB |
| | | | | | John M. Cobb |
| | | | | | Vice President and |
| | | | | | Chief Financial Officer |
