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): November
17,
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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001-34166
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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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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
November 17, 2008, with the approval of the Compensation Committee of the Board
of Directors of SunPower Corporation, a Delaware corporation (“SunPower”),
SunPower entered into an employment agreement with Dennis V. Arriola, who serves
as SunPower’s Chief Financial Officer.
The
employment agreement provides that the executive’s employment is “at-will” and
may be terminated at any time by either party. The primary purpose of
the agreement is to provide certain severance benefits for employment
terminations in connection with a change of control (as defined in the
agreement).
The
employment agreement's initial term will expire on August 28, 2011 and will
automatically renew for a three-year term unless SunPower provides notice of its
intent not to renew at least 120 days prior to the renewal date. The
agreement provides that the executive’s base salary, annual bonus and equity
compensation will be determined in accordance with SunPower’s normal
practices.
In the
event the executive’s employment is terminated by SunPower without cause (as
defined in the agreement), or if the executive resigns for good reason (as
defined in the agreement), and if such termination or resignation is in
connection with a change of control, then the agreement provides that the
executive is entitled to:
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(i)
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a
lump-sum payment equivalent to 24 months of such executive’s base
salary;
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(ii)
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a
lump-sum payment equal to any earned but unpaid annual bonus for a
completed fiscal year;
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(iii)
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a
lump-sum payment equal to the product of (a) such executive’s target bonus
for the then current fiscal year, multiplied by (b)
two;
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(iv)
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continuation
of such executive’s and such executive’s eligible dependents’ coverage
under SunPower’s benefit plans for up to 24 months, at SunPower’s
expense;
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(v)
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a
lump-sum payment equal to such executive’s accrued and unpaid base salary
and paid time off;
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(vi)
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reimbursement
of up to $15,000 for services of an outplacement firm mutually acceptable
to SunPower and the executive;
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(vii)
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all
of such executive’s unvested options, shares of restricted stock and
restricted stock units will become fully vested and (as applicable)
exercisable as of the termination date and remain exercisable for the time
period otherwise applicable to such equity awards following such
termination date pursuant to the applicable equity incentive plan and
equity award agreement; and
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(viii)
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all
provisions regarding forfeiture, restrictions on transfer, and SunPower’s
rights of repurchase, in each case otherwise applicable to shares of
restricted stock or restricted stock units shall lapse as of the
termination date.
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If any of
the severance payments, accelerated vesting and lapsing of restrictions would
constitute a “parachute payment” within the meaning of Section 280G of the
Internal Revenue Code and be subject to excise tax or any interest or penalties
payable with respect to such excise tax, then the executive’s benefits will be
either delivered in full or delivered as to such lesser extent which would
result in no portion of such benefits being subject to such taxes, interest or
penalties, whichever results in the executive receiving, on an after-tax basis,
the greatest amount of benefits.
Prior to
receiving the benefits described in the employment agreement, the executive will
be required to sign a separation agreement and release of claims. In
addition, the benefits will be conditioned upon the executive not soliciting
employees or customers for one year following the termination
date.
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:
November 18, 2008
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By:
/s/ Bruce Ledesma
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Name:
Bruce Ledesma
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Title:
General Counsel and Corporate
Secretary
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