UNITED STATES 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
April 3, 2006
Date of Report (Date of earliest event reported)
SYNAPTICS INCORPORATED
(Exact Name of Registrant as Specified in Charter)
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| DELAWARE |
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000-49602 |
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77-0118518 |
| (State or Other
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(Commission File Number)
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(IRS Employer |
| Jurisdiction of Incorporation)
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Identification No.) |
3120 SCOTT BLVD.
SUITE 130
SANTA CLARA, CALIFORNIA
95054
(Address of Principal Executive Offices) (Zip Code)
(408) 454-5100
(Registrant’s telephone number, including area code)
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 (see General Instruction
A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
TABLE OF CONTENTS
Item 1.01. Entry into a Material Definitive Agreement.
On April 3, 2006, we entered into a Change of Control Severance Agreement with Thomas Tiernan,
our recently appointed Senior Vice President and General Manager. A copy of the agreement is filed
herewith as Exhibit 10.23. The agreement becomes effective upon a change of control of our company
as defined in the agreement. Under the agreement, Mr. Tiernan agreed to remain employed by our
company or its successor for a rolling one-year period after a change of control upon the same
terms and conditions that existed immediately prior to the change of control, and to refrain from
competing with our company during the term of employment and while any severance payments are being
made. The agreement provides for the payment by our company, for one year after termination of
employment by our company without good cause or by Mr. Tiernan for good reason, as defined in the
agreement, or by Mr. Tiernan for any reason during the 30-day period following the first
anniversary of the change of control, of compensation equal to the greater of the average of his
base salary and bonus for the two years prior to such termination or his base salary and targeted
bonus for the fiscal year in which such termination occurs. In the case of such termination, the
agreement also provides for the continuation of insurance coverage on Mr. Tiernan and Mr. Tiernan’s
family for one year. In addition, the agreement provides for the continuation of base salary
payments and benefit coverage for his family for a period of 12 months after his death and for the
payment in the event of disability of a lump sum equal to the greater of the average of his base
salary and bonus for the two fiscal years prior to such termination or his base salary and targeted
bonus for the fiscal year in which such termination occurs. The agreement provides that, in the
event of a change of control, 50% of unvested options vest immediately and the remaining 50% of
unvested options vest immediately if Mr. Tiernan is terminated by our company without good cause or
by Mr. Tiernan for good reason. All vested options, including those vesting under the terms of the
agreement, will be exercisable during their full term in the event of a change of control.
Item 9.01. Financial Statements and Exhibits.
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(a) |
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Financial Statements of Business Acquired.
Not applicable. |
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(b) |
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Pro Forma Financial Information.
Not applicable. |
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(c) |
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Shell Company Transactions.
Not applicable. |
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(d) |
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Exhibits. |
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| Exhibit |
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| Number |
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Description |
| 10.23 |
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Change of Control Severance
Agreement entered into by Thomas Tiernan as of April 3, 2006 |
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