Applied Optoelectronics Inc. filed SEC Form 8-K: Leadership Update, Financial Statements and Exhibits
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On February 13, 2026, the Compensation Committee of the Board of Directors of Applied Optoelectronics, Inc. (the “Company”) approved an amendment (the “Executive Employment Agreement Amendment”) to each of the Employment Agreements, dated as of August 5, 2016 (each, an “Executive Employment Agreement”), by and between the Company and (i) Stefan J. Murry, Chief Financial Officer and Chief Strategy Officer, (ii) Hung-Lun (Fred) Chang, Senior Vice President and North America General Manager, (iii) Shu-Hua (Joshua) Yeh, Senior Vice President and Asia General Manager, and (iv) David C. Kuo, Senior Vice President, Chief Legal Officer, Chief Compliance Officer and Corporate Secretary to provide for enhanced severance payments and benefits.
Specifically, the Executive Employment Agreement Amendment provides that (a) if the executive officer’s employment is terminated without Cause (as defined in the applicable Executive Employment Agreement) or the executive officer resigns for Good Reason (as defined in the applicable Executive Employment Agreement), the executive officer will be eligible to receive (x) a payment equal to nine months of the executive officer’s then-current annual base salary (increased from six months), (y) a payment equal to the dollar value of nine months of the executive officer’s annual target bonus (increased from six months), and (z) reimbursement for continuing health coverage premiums under COBRA for up to 12 months (increased from $15,000); and (b) if the executive officer’s employment is terminated without Cause or the executive officer resigns for Good Reason, in each case, within six months prior to, or within 12 months following, a Change of Control (as defined in the applicable Executive Employment Agreement), the executive officer will be eligible to receive (x) a payment equal to 15 months of the executive officer’s then-current annual base salary (increased from 12 months), (y) a payment equal to the dollar value of 15 months of the executive officer’s annual target bonus (increased from 12 months), and (z) reimbursement for continuing health coverage premiums under COBRA for up to 15 months (increased from $15,000). The executive officers’ receipt of all severance payments and benefits under the Executive Employment Agreements (including the enhanced severance payments and benefits pursuant to the Executive Employment Agreement Amendments) is subject to certain terms and conditions set forth in the Executive Employment Agreements, including that the executive officers execute and not revoke a general release of claims in favor of the Company.
The foregoing description of the Executive Employment Agreement Amendment does not purport to be complete and is subject to and qualified in its entirety by reference to the full text of the form of Executive Employment Agreement Amendment, a copy of which is attached hereto as Exhibit 10.1 and is incorporated by reference herein.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. | Description | |
| 10.1 | ||
| 104 | Cover Page Interactive File (the cover page tags are embedded within the Inline XBRL document). |
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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.
APPLIED OPTOELECTRONICS, INC. |
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| By: | /s/David C. Kuo | ||
| Name: | David C. Kuo |
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| Title: | Senior Vice President and Chief Legal Officer |
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Date: February 19, 2026
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