Item 1.01. Entry into a Material Definitive Agreement.
On February 22, 2006, MIPS Technologies, Inc. issued a press release announcing the engagement of Catherine Hunt Rundle as Vice President and General Counsel. Sandy Creighton, former General Counsel, is now the Vice President of Human Resources and Corporate Administration. A copy of the press release is attached as Exhibit 99.01 to this Current Report.
In addition, Ms. Rundle has entered into the Company's standard Indemnification Agreement and standard Change in Control Agreement, and a compensatory plan outlined in an offer letter. For more complete information, you are referred to the full text of the offer letter which is attached to this Form 8-K as exhibit 99.02.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits
99.01 Press Release entitled MIPS Technologies Names Kate Rundle Vice President, General Counsel
99.02 Offer Letter
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.
Dated: February 23, 2006
| MIPS TECHNOLOGIES, INC. | |
| (Registrant) | |
| By: /s/ MERVIN S. KATO | |
| Mervin S. Kato | |
| Chief Financial Officer and Treasurer |
| Exhibit No. |
Description | ||
|---|---|---|---|
| 99 | .01 | Press Release entitled MIPS Technologies Names Kate Rundle Vice President, General Counsel | |
| 99 | .02 | Offer Letter | |
| Media Contact: | ||
|---|---|---|
| MIPS Technologies, Inc. Cathy Browne +650-567-5178 cbrowne@mips.com |
MIPS Technologies
Names Kate Rundle Vice President, General Counsel
Silicon Valley veteran brings a
wealth of experience to her new position
MOUNTAIN VIEW, CA, February 22, 2006 — MIPS Technologies, Inc. (NASDAQ:MIPS), a leading provider of industry-standard processor architectures and cores for digital consumer and business applications, today announced the appointment of Kate Hunt Rundle to the position of vice president, general counsel. She reports to President and CEO John Bourgoin. Ms. Rundle, who has more than 20 years experience in Silicon Valley, including intellectual property (IP) licensing, protection and litigation, is responsible for all of MIPS Technologies’ legal affairs.
Ms. Rundle succeeds Sandy Creighton, who assumes the position of vice president, human resources and corporate administration.
Ms. Rundle joins MIPS Technologies from Sun Microsystems, Inc., where she spent more than eight years handling legal affairs, most recently as deputy general counsel and managing senior director of the Global Law Network for Shared Services. Prior to her role at Sun, she served as intellectual property counsel at The 3DO Company and, for 11 years, was an attorney at Wilson, Sonsini, Goodrich & Rosati, where she provided IP licensing and other services to a broad range of technology companies.
Ms. Rundle earned her J.D. from the University of California, Hastings College of the Law, San Francisco, after graduating magna cum laude from the University of California, Berkeley.
“Kate brings a wealth of experience and insight to the MIPS legal team,” said John Bourgoin, president and CEO. “Her expertise in vital areas of our business, including the licensing and protection of intellectual property on a global scale, will allow her to play a pivotal role in MIPS Technologies’ continued growth.”
About MIPS Technologies
MIPS Technologies, Inc. is a leading
provider of industry-standard processor architectures and cores for digital consumer and
business applications. The company drives the broadest architectural alliance that is
delivering 32- and 64-bit embedded RISC solutions. The company licenses its intellectual
property to semiconductor companies, ASIC developers and system OEMs. MIPS Technologies
and its licensees offer the widest range of robust, scalable processors in standard,
custom, semi-custom and application-specific products. The company is based in Mountain
View, CA, and can be reached at +1 (650) 567-5000 or http://www.mips.com.
###
MIPS is a registered trademark of MIPS Technologies, Inc. in the US and other countries. All other trademarks referred to herein are the property of their respective owners.
(Photo available upon request)
January 20, 2006
Kate Rundle
1289 Woodland
Avenue
Menlo Park, CA 94025
Dear Kate,
Subject to authorization and approval of the Board of Directors of MIPS Technologies, Inc., we will be pleased to offer you the position of Vice President, General Counsel reporting to me, subject to the terms and conditions contained herein. This offer includes a base salary of $240,000 annualized, paid bi-weekly and an Executive Bonus with a target of 40% of salary, or $96,000, and an upside to 80% of salary, or $192,000. Your Total Target Cash Compensation, annualized will be $336,000, with a potential upside, which could bring your actual compensation to $432,000.
Upon acceptance of this and in addition to your base compensation, you will be granted an employment bonus of $40,000 to be paid at the time of your first paycheck. The bonus is earned at the rate of 1/24th per month for a two year period commencing with your date of hire. Should you terminate your employment prior to the bonus being fully earned, you agree to reimburse the company on a prorated basis, the unamortized amount of this bonus. This bonus is subject to applicable state and federal tax withholding.
Subject to authorization and approval of the Board of Directors of MIPS Technologies, Inc., the terms of this letter, and compliance with all applicable federal and state securities laws, you will be granted an option to purchase 240,000 shares of MIPS Technologies, Inc. common stock. The per share price shall be set by the Board of Directors on the last Thursday of each month as needed (“Price Date”). Your options shall be priced on the Price Date following your start date, unless otherwise notified. Specific terms and conditions will be included in a definitive stock option agreement and will include your right to purchase your shares according to a vesting schedule. This schedule will provide for one-third of shares to become vested 12 months from your date of grant, with the remainder to vest at the rate of 1/36th per month thereafter, for the remaining 24 months. Unless earlier terminated this Option may be exercised only during a term of seven (7) years from the Date of Grant of this Option, and may be exercised during such term only in accordance with the terms of the Plan, the Notice and the Option Agreement.
Additionally, your Employee Benefits Plan will include Medical, Dental, Life/AD&D/LTD and Vision insurance plans, 401(k), Flex Spending Accounts, Employee Stock Purchase Plan, Vacation and Holiday Pay.
| 1225 CHARLESTON ROAD | MOUNTAIN VIEW, CA 94043-1353 | PHONE 650.567.5000 | FAX 650.567.5150 | WEB www.mips.com |
In accordance with the requirements of the Immigration Reform and Control Act of 1986, you are required to provide verification of your identity and legal right to work in the United States.
You may accept this position by signing below and returning a signed copy to MIPS Technologies Human Resources within one week after receipt of this offer.
The team and I are looking forward to you joining us and making a major contribution to the success of MIPS!
Sincerely,
/s/ JOHN BOURGOIN
John Bourgoin
President and CEO
I accept this offer of employment with the understanding that it is not an employment contract and remains subject to the approval of the Board of Directors. I understand that my employment with the company is not for any fixed term and constitutes at-will employment in which either I or the company may terminate at any time, for any reason, with or without notice. I also understand that upon commencement of employment, I will be expected to sign the Confidential Information and Inventions Agreement. The provisions stated in the offer of employment supersede all prior discussions and negotiations, and no other writing published by the company is intended to modify the presumptions of at-will employment status.
/s/ CATHERINE HUNT RUNDLE
January 20, 2006
_____________________________
_____________________________
Employee Signature
Today's Date
February 21, 2006
_____________________________
Start Date