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EXHIBIT 10.14
AXCELIS TECHNOLOGIES, INC.
EXECUTIVE OFFICER CASH COMPENSATION AT MARCH 1, 2005
BASE SALARIES AND BONUS OPPORTUNITIES. Other than in the case of Mary G. Puma,
Axcelis Technologies, Inc. (the "Company") has not entered into any written
agreements with its executive officers addressing the amount of base salary or
bonus opportunity due to the executive. The Company's Employment Agreement with
Ms. Puma is filed as Exhibit 10.8 to this Form 10-K (incorporated by reference
to Exhibit 10.5 to the Company's Registration Statement on Form S-1
(Registration No. 333-36330)). The Company maintains that all executive
officers, other than Ms. Puma, are employees at will and that the Company has no
obligation to pay base salary or bonuses, other than amounts accrued for
services rendered prior to termination of employment and other than in
circumstances where the Change of Control Agreements described below are
applicable.
In the course of the employment relationship with each executive officer, the
Company communicates to executive officers the amount of base salary and a
target bonus opportunity approved by the Compensation Committee of the Board of
Directors, which compensation is subject to change in the discretion of the
Compensation Committee of the Board of Directors. The following table sets forth
the annual base salary and annual target bonus opportunity under the 2005
Axcelis Team Incentive Plan as communicated to the executive officers of the
Company as in effect on March 1, 2005:
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Bonus
Target (as
a % of
annual
Executive Officer Title Base Salary earnings)
Mary G. Puma President and Chief Executive Officer $500,000 100%
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Michael J. Luttati Executive Vice President and COO $385,000 75%
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Lynnette C. Fallon Sr. VP HR/Legal and General Counsel $305,000 50%
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Stephen G. Bassett Sr. Vice President and Chief Financial Officer $276,000 50%
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David Duff VP and GM, IIRTP $240,000 45%
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Matthew Flynn VP, Global Customer Operations $233,500 40%
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Kevin Brewer VP, Manufacturing Operations $223,500 45%
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Donald Palette VP, Finance $207,000 40%
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</Table>
The Axcelis Team Incentive Plan for Executive Officers adopted by the
Compensation Committee of the Board of Directors on January 26, 2005 is filed as
Exhibit 10.12 to this Form 10-K (incorporated by reference to Exhibit 10.1 to
the Company's Report on Form 8-K filed with the Commission on January 31, 2005).
A description of the implementation of such plan for the fiscal year ending
December 31, 2005 is described in such Form 8-K.
OTHER COMPENSATION PLANS. Executives also participate in benefit plans available
to all employees, including an Internal Revenue Code Section 401(k) plan, under
which the Company made a matching contribution to each participant in 2004, the
2000 Stock Plan and the Employee Stock Purchase Plan, an Internal Revenue Code
Section 423 plan which allows employees to
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purchase Axcelis shares through salary deductions. The 2000 Stock Plan is
filed as Exhibit 10.1 to this Form 10-K (incorporated by reference to Exhibit
10.1 to the Company's Report on Form 10-K for the year ended December 31,
2003 filed with the Commission on March 8, 2004). The Employee Stock Purchase
Plan, as currently in effect, is filed as Exhibit 10.2 to this Form 10-K
(incorporated by reference to Exhibit 10.2 to the Company's Report on Form
10-Q for the quarter ended September 30, 2000 filed with the Commission on
November 14, 2000. The Employee Stock Purchase Plan, as amended effective
July 1, 2005, is filed as Exhibit 10.13 to this Form 10-K. Other than a tax
and financial planning reimbursement program capped at $5,500 per year,
Axcelis offers no material executive perquisites.
CHANGE OF CONTROL AGREEMENTS. The Company has entered into a Change of
Control Agreement with each of our executive officers, including Ms. Puma.
These Change of Control Agreements provide that in the event there is both a
change in control and a termination of employment within three years of that
change in control for reasons other than voluntary resignation, cause, death
or disability, the officer would be entitled to severance compensation. Under
the Change of Control Agreement, a resignation by an officer for reasons of a
demotion or reduction in compensation, benefits or position is a termination
by us and is not a voluntary resignation. If severance compensation is
payable, it would consist of (i) a cash payment equal to the sum of (a)
incentive compensation for the completed portion of the incentive period and
(b) the amount determined by multiplying the employee's then salary and
average bonus by three, and (ii) continuation of our medical, life and other
welfare benefits for up to three years. In the event such severance is
payable, all unvested options held by the executive will become exercisable
until termination or expiration in accordance with their terms. We will also
reimburse the employee for the effects, including federal, state and local
income tax consequences, of any excise tax due on severance compensation. The
form of Change of Control Agreement between the Company and each of its
executive officers updated as of May 1, 2002 is filed as Exhibit 10.4 to this
Form 10-K.