form8-k.htm
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
Date
of report (Date of
earliest event reported): January 31, 2008
___________________
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SunPower
Corporation
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(Exact
Name of Registrant as Specified in
Charter)
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___________________
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Delaware
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000-51593
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94-3008969
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(State
or Other Jurisdiction
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(Commission
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(IRS
Employer
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of
Incorporation)
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File
No.)
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Identification
No.)
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3939
North First Street, San Jose, California 95134
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(Address
of Principal Executive Offices) (Zip
Code)
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Registrant’s
telephone number, including area code: (408) 240-5500
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N/A
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(Former
Name or Former Address, if Changed Since Last
Report)
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___________________
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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):
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r
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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Item 5.02.
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Departure
of Directors or Certain Officers; Election of Directors; Appointment
of
Certain Officers; Compensatory Arrangements of Certain
Officers.
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On January
31,
2008, the Board of Directors (the “Board”) of SunPower Corporation (the
“Company”) adopted the Key Employee Quarterly Key Initiative Bonus Plan (the “KI
Plan”) and amended and restated its Annual Key Employee Bonus Plan (the “KEBP”),
in each case to be given immediate effect (subject, in the case of the KEBP,
to
ratification by an affirmative vote of a majority of the shares entitled to
vote
at the Company’s 2008 Annual Meeting of the Stockholders of the
Company). Each plan set forth the terms upon which certain bonus
awards may be made to eligible participants, which include the named executive
officers and other key employees of the Company.
The
KEBP is
intended to provide participants with the opportunity to earn incentive awards
for the achievement of goals relating to the performance of the Company, and
permit the payment of bonuses that qualify as performance-based compensation
under Section 162(m) of the Internal Revenue Code. The Board has
delegated to its Compensation Committee (the “Committee”) the responsibility of
selecting participants in the KEBP and determining performance goals, target
awards, and the payout formula for actual awards. As determined
by the Committee, the performance goals for any target award applicable to
a
participant may be made subject to the attainment of performance goals for
a
specified period of time relating to one or more of the following performance
criteria, either individually, alternatively or in any combination, applied
to
either the Company as a whole or to a business unit or subsidiary, either
individually, alternatively or in any combination, and measured either annually
or cumulatively over a period of years, on an absolute basis or relative to
a
pre-established target, to previous years’ results or to a designated comparison
group or index, in each case as specified by the Committee: (a) cash flow,
(b)
earnings per share, (c) earnings before interest, taxes and amortization, (d)
return on equity, (e) total stockholder return, (f) share price performance,
(g)
return on capital, (h) return on assets or net assets, (i) revenue, (j) income
or net income, (k) operating income or net operating income, (l) operating
profit or net operating profit, (m) operating margin or profit margin, (n)
return on operating revenue, (o) return on invested capital, or (p) market
segment shares. The Committee may provide for the adjustment
of any evaluation of performance against the performance
goals to exclude any objective and measurable events specified at the time
the
performance goals are established, including but not limited to any of the
following events that occurs during a performance period: (i) asset
write-downs, (ii) litigation or claim judgments or settlements, (iii) the effect
of changes in tax law, accounting principles or other such laws or provisions
affecting reported results, (iv) accruals for reorganization and restructuring
programs, (v) acceleration of amortization of debt issuance costs, (vi)
stock-based compensation charges, (vii) purchase-accounting related charges,
including amortization of intangible purchased assets, acquired in-process
research and development charges, and similar charges associated with purchase
accounting, (viii) any extraordinary non-recurring items as described in
Accounting Principles Board Opinion No. 30, and (ix) the related tax effects
associated with each of the adjustments listed in clauses (i) through
(viii). Target awards may be expressed as a percentage of the
participant’s base salary or a specific dollar amount. Actual awards
are determined at the end of each performance period, which may range from
one
fiscal quarter to three fiscal years, based on a comparison of the participant’s
actual performance to the performance goals. In addition, progress
payments may be made based on a participant meeting certain performance goals
within a specified period shorter than and within the performance
period.
The
objective
of the KI Plan is to provide incentives to key employees of the Company based
on
quarterly Company milestones and an individual’s performance against set
individual key initiatives. The Company’s executive officers, as well
as any other key employees approved by the Company’s Chief Executive Officer,
may participate in the KI Plan. KI Plan target bonuses are set by the
Committee (which may delegate this authority to the officers of the
Company provided that executive officer target bonuses must be approved by
the
Committee). The Committee may, in its discretion, set maximum caps on
the payout amount for KI Plan target bonuses. Quarterly bonuses under
the KI Plan are based on a combination of (a) the participant’s score in
achieving certain key initiatives established at the start of such quarter
by
the participant and his or her supervisor, (b) the Company’s score in achieving
certain Company milestones established for such quarter by the Board, and (c)
the profit before tax (“PBT”) of the Company at the end of each quarter as
compared to the PBT financial target for the Company as determined by the
executive officers at the beginning of such quarter.
In
addition
to the foregoing, effective as of January 31, 2008, PM Pai resigned as the
Chief
Operating Officer of the Company. Mr. Pai was previously
identified in the Company’s 2007 proxy statement as one of the Company’s named
executive officers. His responsibilities will be assumed by other
officers and employees of the Company until his sucessor is appointed. The
Company is undertaking a search for a new Chief Operating Officer, whom it
expects will be based in its California headquarters.
In
connection
with Mr. Pai’s resignation, the Company and he entered into an agreement (the
“Agreement”) pursuant to which Mr. Pai will provide certain services to the
Company on a part-time basis through July 31, 2008 to facilitate the transition
of responsibilities. For such services, the Company will pay Mr. Pai
$15,333.33 per month, less applicable withholdings, during the first three
months of his transition period and $13,800.00 per month, less applicable
withholdings, during the final three months of his transition
period. In addition, the Company will continue through December 31,
2008 to pay for Mr. Pai’s existing level of housing and other expenses
associated with his residence in the Philippines, and the Company will reimburse
Mr. Pai for up to $25,000.00 of relocation costs. Mr. Pai will
continue to receive health insurance benefits as an employee through July 31,
2008, and the Company will provide limited health coverage through December
31,
2008.
In
exchange
for a general release by Mr. Pai and his agreement to certain non-competition
and other conditions, the Company will pay him an additional $13,800.00 per
month, less applicable withholdings, for five months commencing on August 1,
2008 and continuing through December 31, 2008.
SIGNATURES
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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SUNPOWER
CORPORATION
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Date:
February 4, 2008
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By:
/s/ Emmanuel Hernandez
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Name:
Emmanuel Hernandez
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Title:
Chief Financial Officer
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