EXHIBIT 10.2
TRIKON TECHNOLOGIES, INC.
RINGLAND WAY
NEWPORT, GWENT NP6 2TA
UNITED KINGDOM
May 14, 1998
Dear Chris:
It is my pleasure to inform you that the Board of Directors has
recently approved two special awards for you which are partially designed to
encourage you to continue in the Company's service. The first award is a
restricted stock award which will vest upon your continued service following the
restructuring of the Company. The second award will entitle you to receive a
special cash bonus in the event the Company is acquired during your period of
service. The bonus amount will be based upon the price at which the Company is
acquired.
The terms and conditions of each of your incentive awards are
summarized below. All capitalized terms which appear in this letter agreement
have the meanings indicated for those terms in the definitional section which
follows:
PART ONE -- DEFINITIONS
For purposes of this letter agreement, the following definitions shall
apply:
ACQUISITION shall mean any of the following transactions pursuant to
which assets or securities of the Company are acquired for consideration paid in
cash, securities or other property:
(i) any merger or consolidation in which securities
possessing more than fifty percent (50%) of the total combined voting power
of the Company's outstanding securities are transferred to person or
persons different from the persons holding those securities immediately
prior to the merger or consolidation, or
(ii) the sale, transfer or other disposition of all or
substantially all (more than eighty percent (80%) of the fair market value
of the total assets) of the Company's assets in liquidation or dissolution
of the Company, or
(iii) the direct sale by the Company's stockholders of
securities possessing more than fifty percent (50%) of the total combined
voting power of the Company's outstanding securities to person or persons
different from the persons holding those securities immediately prior to
such sale.
May 14, 1998
Page 2
ACQUISITION PROCEEDS shall mean the following items of consideration
(in cash, securities or other property) paid by the acquiring person or persons
in effecting the Acquisition less fees and expenses associated with the
Acquisition:
(i) the aggregate amount of consideration (valued at fair
market value) payable to the holders of the Company's outstanding equity
securities in acquisition of their stockholder interests, to the extent the
Acquisition is effected by a merger or consolidation or by the direct
purchase of the Company's outstanding securities, or
(ii) the aggregate amount of consideration (valued at fair
market value) paid to the Company in acquiring the Company's assets, to the
extent the Acquisition is effected by the purchase of all or substantially
all of the Company's assets.
No liability of the Company assumed or discharged by the acquiring
person or persons in the Acquisition (other than the liability for your bonus
award under this letter agreement) shall be taken into account in determining
the amount of Acquisition Proceeds. However, the Acquisition Proceeds shall
include any and all Earn-Out Payments made after the effective date of the
Acquisition.
BOARD shall mean the Company's Board of Directors.
COMMON STOCK shall mean shares of the Company's common stock, no par
value per share.
COMPANY shall mean Trikon Technologies, Inc., a California
corporation.
DISABILITY shall mean your inability, by reason of any physical or
mental injury or illness, to substantially perform the services required of you
hereunder for a period in excess of ninety (90) consecutive days, and you shall
be deemed to have terminated employment by reason of Disability on the last day
of such ninety (90) day period.
EARN-OUT shall mean any portion of the Acquisition Proceeds which is
not determinable at the time of the Acquisition by reason of any earn-out
provision or other contingent pay-out feature based upon the financial
performance of the Company following the effective date of such Acquisition.
EARN-OUT PAYMENT shall mean the portion of the Acquisition Proceeds
which becomes payable pursuant to the Earn-Out on one or more dates following
the effective date of the Acquisition.
EXCHANGE OFFER shall mean the following formal offers, collectively,
made by the Company: (i) the offer to exchange each $1,000 principal amount of
its 7-l/8% Convertible Subordinated Notes due October 15, 2001 (the "Notes"),
into (a) 262.7339 shares of Common Stock, (b) 34.7826 shares of Series G
Preferred Stock and (c) 0.3393 shares of Series I Preferred Stock; (ii) the
solicitation of the conversion of each share of Series G Preferred Stock into
one
May 14, 1998
Page 3
share of Common Stock in exchange for a conversion payment of 1.1251 shares
of Common Stock and 0.0027 shares of Series I Preferred Stock; and (iii) the
offer to exchange each warrant to purchase its Common Stock issued in connection
with the issuance of its Series G Preferred Stock into one share of its Common
Stock.
SERVICE shall mean your performance of services for the Company (or
any successor entity) as (i) an employee, (ii) a non-employee member of the
Board or (iii) an independent consultant. Includes all of your efforts devoted
to the Company's research and development projects and other matters at
Cambridge University and elsewhere.
SERIES I PREFERRED STOCK shall mean shares of series I preferred
stock, no par value per share.
TERMINATION FOR CAUSE shall mean the Company's termination of your
Service for (i) any material breach of Section 7 of the Employment Agreement
between you, the Company and Trikon Technologies Limited and (ii) any other
intentional misconduct by you adversely affecting the pecuniary interests of the
Company in a material manner.
PART TWO -- RESTRICTED STOCK AWARD
You are hereby awarded 5,015,811 shares of Common Stock and 6,476.995
shares of Series I Preferred Stock, subject to the terms and conditions of this
Part Two. The date of issuance of such shares shall be as of May 24, 1998. All
shares of Common Stock and Series I Preferred Stock hereby awarded to you, and
all shares of Common Stock issuable upon conversion of Series I Preferred Stock
awarded hereby, shall hereinafter be referred to as "Restricted Stock."
You will have full stockholder rights with respect to all the shares
of Restricted Stock (including voting, dividend and liquidation rights).
However, the shares will be unvested when issued and will vest upon the earlier
to occur of the following events (the "Vesting Events"):
(i) the expiration of the five (5)-year period measured from
the closing date of the Exchange Offer,
(ii) the consummation of an Acquisition.
If prior to a Vesting Event (i) you voluntarily cease Service or (ii) you are
subject to Termination for Cause (each, a "Forfeiture Event"), the Restricted
Stock is subject to immediate forfeiture to the Company upon payment of $0.001
per share of Common Stock and $1.00 per share of Series I Preferred Stock (the
"Repurchase Price"). Cessation of Service by you due to death or Disability
shall not constitute a Forfeiture Event. For purposes of determining whether you
have voluntarily ceased Service during the first two years following the closing
date, you will be deemed to have voluntarily ceased Service if during either of
such years you provide less than 750 hours of Service and your employment has
not been terminated by the Company prior to such time.
May 14, 1998
Page 4
Accordingly, should a Forfeiture Event occur prior to the occurrence
of a Vesting Event, you will cease to have any further stockholder rights
(including voting, dividend or liquidation rights) with respect to the
Restricted Stock issued or issuable to you hereunder. The Company will hold the
stock certificate for those shares in escrow on your behalf until you vest in
those shares. During such period, the Company will take all actions necessary to
allow you to exercise your full stockholder rights, including voting your shares
and receiving dividends. However, those shares will be immediately cancelled by
the Company upon a Forfeiture Event prior to a Vesting Event and payment of the
Repurchase Price.
At your election, you may transfer up to twenty percent (20%) of the
shares of Restricted Stock to other members of the Company's senior management,
subject to forfeiture as set forth above. The individuals to whom shares of
Restricted Stock are transferred will vest in the shares of Restricted Stock
transferred to them at the same time you vest in your remaining shares. No other
transfers of your restricted shares will be permitted.
PART THREE -- SPECIAL ACQUISITION BONUS
Provided that you are not subject to Termination for Cause and you do
not voluntarily cease Service (which shall not include cessation of Service due
to death or Disability) prior to the date of an Acquisition that results in
Acquisition Proceeds of not less than $250 million, you will receive a special
bonus in an amount equal to a specified percentage of those Acquisition Proceeds
(the "Bonus Percentage"). The applicable Bonus Percentage shall be based upon
the amount of the Acquisition Proceeds and shall be determined in accordance
with the table below.
ACQUISITION PROCEEDS BONUS PERCENTAGE
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At Least $250 Million 0.5%
At Least $260 Million 1.0%
At Least $270 Million 2.0%
At Least $280 Million 2.5%
$300 Million or More 3.0%
Your bonus will be paid in cash upon receipt of Acquisition Proceeds
by the Company or other stockholders, as applicable, by wire transfer or
immediately available funds to an account designated by you. However, should all
or any portion of the Acquisition Proceeds be paid in the form of freely-
tradable securities, then the payment of your bonus amount may, in the Board's
sole discretion, be made in whole or in part in those securities. To the extent
any portion of the Acquisition Proceeds is to be paid in the form of a
promissory note or other debt security, a portion of the bonus amount due to you
will be paid in the form of a participating interest in that promissory note or
other debt security in the same proportion as the principal amount of such note
or debt security bears to the total amount of the Acquisition Proceeds. The
amount of your participating interest in the promissory note or other debt
security will only be paid to the you as and when the note or debt security is
paid down.
May 14, 1998
Page 5
Should any portion of the Acquisition Proceeds become payable after
the Acquisition pursuant to an Earn-Out feature, then the applicable Bonus
Percentage shall be applied separately to the Acquisition Proceeds paid at the
time of the Acquisition and to each subsequent Earn-Out Payment as follows:
* The Bonus Percentage applied at the time the initial Acquisition
Proceeds are paid shall be based upon the fixed and determinable
amount of the Acquisition Proceeds at that time.
* As each subsequent Earn-Out Payment is made, that payment will be
aggregated with all other Acquisition Proceeds paid to date, and the
Bonus Percentage shall be based on that aggregate amount. If the
applicable Bonus Percentage increases as a result of any Earn-Out
Payment, the resulting deficiency in the bonus amounts paid to date to
you by reason of the application of the lower Bonus Percentage to one
or more earlier payments made to you will be immediately corrected.
Accordingly, the total bonus amount due you pursuant to this letter
agreement will be equal to the product of (i) the highest Bonus
Percentage to which you become entitled by reason of all the Earn-Out
Payments made in connection with the Acquisition and (ii) the total
Acquisition Proceeds, including the Earn-Out Payments, realized in the
Acquisition.
The bonus to which you become entitled on the basis of the Acquisition
Proceeds paid at the time of the Acquisition will be paid to you within thirty
(30) days after the effective date of the Acquisition, and the bonus
attributable to any subsequent Earn-Out Payment will be paid to you within
thirty (30) days after the date of each such Earn-Out Payment.
Very truly yours,