AMKR 8-K
Amkor Technology, Inc. (AMKR)
8-K
2025-10-27
For: 2025-10-21
View Original
Added on
April 10, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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)
(Exact name of registrant as specified in its charter)
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
(Address of principal executive offices, including zip code)
(480 ) 821-5000
(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:
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol | Name of Each Exchange on Which Registered | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Item 2.02. Results of Operations and Financial Condition.
On October 27, 2025, Amkor Technology, Inc. announced in a press release its financial performance for the three and nine months ended September 30, 2025. The information in this Item 2.02 in this Current Report on Form 8-K and Exhibit 99.1 attached hereto is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liability under that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, regardless of any general incorporation language in such filing.
Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
On October 21, 2025, Mr. Giel Rutten, the President and Chief Executive Officer of Amkor Technology, Inc. (the “Company”), provided notice that he would voluntarily retire as President and Chief Executive Officer on December 31, 2025. Mr. Rutten will continue serving as a member of the Board of Directors of the Company (the “Board”). Following its Chief Executive Officer succession planning process, the Board has unanimously appointed Mr. Kevin Engel to succeed Mr. Rutten as President and Chief Executive Officer and as a member of the Board, with each appointment effective immediately after Mr. Rutten’s retirement as President and Chief Executive Officer. Mr. Engel joined the Company in August 2004 and currently serves as Executive Vice President, Chief Operating Officer of the Company, which role will cease when his appointment as President and Chief Executive Officer of the Company becomes effective. To assist in the leadership transition, Mr. Rutten has agreed that, upon the effectiveness of Mr. Engel’s appointment, Mr. Rutten will provide strategic and advisory services to the Company through March 31, 2026.
Mr. Engel will serve as a director of the Board until the Company’s annual meeting of stockholders to be held in 2026 and until his successor has been elected and qualified or until his earlier resignation or removal.
Over his 20 years with the Company, Mr. Engel has held executive leadership roles of increasing responsibility including serving as Executive Vice President, Business Units from 2023 to 2025 and Corporate Vice President, Flip Chip/Wafer Level Business Unit from 2020 to 2023. Mr. Engel has nearly 30 years of experience in the electronics and semiconductor industry, including over 20 years of service with the Company.
In connection with Mr. Engel’s appointment, Mr. Engel and the Company entered into an Employment Letter Agreement (the “Employment Agreement”). Pursuant to the Employment Agreement, Mr. Engel will serve as the President and Chief Executive Officer of the Company and, subject to the approval of the Board and election by the stockholders (if applicable), as a member of the Board, in each case effective immediately after Mr. Rutten’s retirement. The Employment Agreement has no specified term, and Mr. Engel’s employment with the Company will be on an at-will basis. Under the Employment Agreement, Mr. Engel’s starting annual base salary will be $900,000, subject to review by the Compensation Committee of the Board. Mr. Engel will be eligible for a cash bonus under the Company’s annual incentive plan with the target annual incentive amount of 125% of his base salary. The actual amount payable to Mr. Engel as an annual cash bonus will be dependent upon the achievement of performance targets which are established by the Compensation Committee of the Board and may range from 0 to 200% of the stated target bonus. In connection with Mr. Engel’s appointment as President and Chief Executive Officer, in February 2026, Mr. Engel will be awarded (i) long term incentive equity awards with a total grant date target value of $5.0 million, subject to substantially the same split between performance-based restricted stock units and time-based restricted stock units and terms and conditions (including vesting and performance conditions) as established for other executive officers of the Company and (ii) long term incentive equity awards with a total grant value of $1.0 million in the form of restricted stock units, vesting in two equal installments in December 2026 and December 2027.
Also in connection with Mr. Engel’s appointment, Mr. Engel and the Company entered into an executive severance agreement (the “Severance Agreement”). Pursuant to the Severance Agreement, upon termination of Mr. Engel’s employment by the Company without “Cause” or by Mr. Engel for “Good Reason,” each as defined in the Severance Agreement, Mr. Engel will be entitled to: (i) where such termination occurs within three months prior, or twenty-four months after, a Change in Control, (A) a lump sum equal to two times Mr. Engel’s then-current base salary and target bonus, (B) a pro-rata target bonus for the year of termination, (C) a lump sum payment of health insurance premiums for eighteen months, (D) full-vesting acceleration for time-vesting equity awards, and (E) payment of salary, unused vacation time, and vested benefits earned prior to termination; or (ii) in all other cases, (A) continuation of Mr. Engel’s then-current base salary and target bonus for an eighteen-month period (or 1.5 times the sum of his annual base salary and target bonus), (B) a pro-rata bonus for the year of termination determined based on the actual bonus, if any, he would have been paid for such year absent such termination, (C) bi-weekly installment payments of health insurance premiums for eighteen months, (D) vesting acceleration of the portion of all unvested time-vesting equity awards that would have
vested within eighteen months after a termination, and (E) payment of salary, unused vacation time, and vested benefits earned prior to termination. Mr. Engel’s right to receive severance benefits is contingent upon him executing and not revoking a general release of claims in favor of the Company and its affiliates and his compliance with certain non-competition, non-solicitation, non-disparagement, confidentiality, and intellectual property assignment obligations.
There is no arrangement or understanding between Mr. Engel and any other person pursuant to which Mr. Engel is to be selected as an officer of the Company that would require disclosure under Item 401(b) of Regulation S-K. Additionally, there is no family relationship between Mr. Engel and any other person that would require disclosure under Item 401(d) of Regulation S-K.
In connection with the announced transition, Mr. Rutten has entered into a letter agreement (the “Retirement Agreement”) amending his existing employment agreement to reflect his impending retirement. Under the Retirement Agreement, Mr. Rutten will provide strategic and transition advisory services to the Company until March 31, 2026, his current salary and benefits will continue through March 31, 2026, his outstanding equity awards will continue vesting in accordance with their terms so long as he remains a service provider to the Company, and he will be fully eligible for the 2025 annual executive incentive bonus plan payment (to be paid in 2026), subject to the achievement of applicable performance metrics and continued employment through the payment date. In accordance with the Company’s existing policies, the Company will continue housing payments for Mr. Rutten in Singapore through March 31, 2026, and, following the cessation of his service as a strategic advisor, the Company will either continue to provide for Mr. Rutten’s participation in Amkor Singapore’s medical benefit plan, subject to continued eligibility and the terms of such plan, or reimburse him for the cost of equivalent coverage through December 2026. Beginning April 1, 2026, Mr. Rutten will become a non-employee director eligible to receive non-employee director compensation and will continue to be covered by the Company’s tax equalization program with respect to all years when he was an employee of the Company or any of the Company’s direct and indirect subsidiaries. No other payments or compensation are due by the Company to Mr. Rutten.
The foregoing descriptions are qualified by reference to the terms of the Employment Agreement, Severance Agreement, and the Retirement Agreement, which are filed herewith as Exhibits 10.1, 10.2 and 10.3, respectively, and are incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
On October 27, 2025, the Company issued a press release announcing, among other announcements, Mr. Rutten’s retirement as President and Chief Executive Officer and the appointment of Mr. Engel as President and Chief Executive Officer and Director of the Company. A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.
The information in this Item 7.01 in this Current Report on Form 8-K and Exhibit 99.1 attached hereto shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit | Description | |||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
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.
| AMKOR TECHNOLOGY, INC. | ||||||||||||||
| By: | /s/ Megan Faust | |||||||||||||
| Megan Faust | ||||||||||||||
| Executive Vice President, Chief Financial Officer and Treasurer | ||||||||||||||
Date: October 27, 2025
Exhibit 10.1
AMKOR TECHNOLOGY, INC.
2045 E. Innovation Circle
Tempe, AZ 85284
Mr. Giel Rutten
Re: Retirement Agreement
Dear Giel:
This letter agreement (this “Letter Agreement”), dated as of October 21, 2025, confirms that you have provided notice of your voluntary retirement from your role as President and Chief Executive Officer of Amkor Technology, Inc. (the “Company”) and all other positions that you hold with all of the Company’s direct and indirect subsidiaries effective as of the end of the day on December 31, 2025. You will remain as an employee of the Company to provide strategic and transition advisory services through March 31, 2026 (the “Advisory Period”). You have not resigned from, and will continue, your position as a member of the Board of Directors (the “Board”).
For the remainder of calendar year 2025 and during the Advisory Period, you will continue to be eligible to receive your current annual base salary and continue your participation in the employee benefit plans and programs sponsored by the Company in which you currently participate. You will also be eligible to receive payment under the 2025 annual executive incentive bonus plan, subject to the achievement of applicable performance metrics and employment through the payment date.
Your existing equity awards of RSUs and PSUs will continue to vest in accordance with their terms, including those scheduled to vest in February 2026, and thereafter, for so long as you remain a director or are otherwise a “Service Provider” (as that term is defined in the Amkor Technology, Inc. 2021 Equity Incentive Plan, as amended) to the Company. No other payments or compensation are due by the Company or any of its direct or indirect subsidiaries to you as an employee of the Company.
Subject to your continued service on the Board, on April 1, 2026, you will become a non-employee director and will begin receiving non-employee director compensation (a pro rata portion from April 1, 2026 until directors are elected in May 2026; and full compensation thereafter) in accordance with the Company’s Non-Employee Director Compensation policy.
Through the Advisory Period, the Company will continue your housing payments in Singapore, and, commencing upon the completion of the Advisory Period and through the end of 2026, the Company will either continue to provide for your participation in Amkor Singapore’s
medical benefit plan, subject to your continued eligibility and the terms of such plan, or reimburse you for the cost of equivalent coverage.
You will continue to be covered by the Company’s tax equalization program with respect to all years when you were an employee of the Company or any of the Company’s direct and indirect subsidiaries, including tax filing support for 2025 and 2026.
Except as otherwise expressly set forth in this Letter Agreement, the terms of that certain employment offer letter agreement, by and between you and the Company, dated as of June 24, 2020, and that certain executive severance agreement, by and between you and the Company, dated as of November 15, 2022, will remain in full force and effect.
If this Letter Agreement accurately reflects your understanding as to the terms and conditions of your retirement from the Company, please sign below and return the same to me for the Company’s records.
Very truly yours,
Amkor Technology, Inc.
By: /s/ Mark N. Rogers
Mark N. Rogers
Executive Vice President, General Counsel, and Corporate Secretary
The above terms and conditions accurately reflect my understanding regarding the terms and conditions of my retirement from the Company, and I hereby confirm my agreement to the same.
/s/ Giel Rutten
Giel Rutten
Exhibit 10.2
Kevin Engel
Dear Kevin:
On behalf of Amkor Technology, Inc. (“Amkor”), I am very pleased to offer you a promotion to the position of President and Chief Executive Officer of Amkor. This letter (“Employment Letter Agreement”), dated as of October 21, 2025, contains important information about the terms and conditions of our offer of employment as President and Chief Executive Officer, effective upon the date our current President and Chief Executive Officer retires from the position (your “Promotion Date”), which we anticipate will occur on December 31, 2025.
Position: You will serve as President and Chief Executive Officer of Amkor. You will report directly to Amkor’s Board of Directors (“Board”). You will have such authority, duties and responsibilities as are customarily associated with the positions of President and Chief Executive Officer. Your principal place of employment will be at the offices of Amkor in Tempe, Arizona, subject to such travel as may be required in the performance of your duties and responsibilities. During your employment with Amkor, you agree to devote your full business time and best efforts to the performance of your duties and responsibilities. You further agree that, subject to the approval of the Board, you shall be appointed to or stand for election to the Board and, if so appointed or elected, serve as a member thereof for no additional compensation. You further agree that if your employment with Amkor ends, you shall immediately resign from the Board and all committees thereof, with this Employment Letter Agreement constituting notice of such resignation.
Base Salary and Bonus Opportunity: Your annual base salary (“Base Salary”) will be $900,000 initially and will be paid to you in accordance with Amkor’s normal payroll practices. Thereafter, your Base Salary shall be subject to review by the Board’s Compensation Committee (“Committee”) on at least an annual basis and may be adjusted by the Committee in its sole discretion. Subject to the terms and conditions of Amkor’s Amended and Restated Executive Incentive Bonus Plan (or successor), you will be eligible for a cash bonus for 2026 and thereafter with a target amount equal to 125% of your then Base Salary.
Equity Awards: Subject to the terms and conditions of the Amkor Technology, Inc. 2021 Equity Incentive Plan (as the same may be amended, modified or replaced from time to time, the “Plan”) and the applicable award agreements, Amkor will grant you: (i) performance-based restricted stock units (“PSUs”) and time-based restricted stock units (“RSUs”) with a total grant date target value of $5,000,000, split between PSUs and RSUs, subject to substantially the same split and terms and conditions (including vesting and performance conditions) as established for other executive officers of Amkor; and (ii) a one-time promotion grant of RSUs with a total grant date target value of $1,000,000, vesting as to 50% on December 31, 2026 and 50% on December 31, 2027. The grant date for these awards is expected to be the date on which the Committee approves annual equity awards for executive officers of Amkor in February 2026. The grant date
will be the date of approval by the Committee, or, if Amkor is in a blackout period on such date, the first day of the next open trading window following such approval.
Benefits and Vacation: You will continue to be eligible to participate in the retirement and welfare benefit plans that are generally available to other members of Amkor’s senior leadership team from time to time, in accordance with the terms and conditions of those plans thereof (and subject to any applicable waiting periods or other eligibility requirements), as amended from time to time. You will also be entitled to annual paid time off in accordance with Amkor’s paid time off policy as in effect from time to time.
Expenses: Upon presentation of appropriate documentation, Amkor will pay or reimburse you for reasonable travel, entertainment or other business expenses incurred by you in the furtherance of or in connection with the performance of your duties hereunder in accordance with Amkor’s policies as in effect from time to time.
Termination and Severance: Your employment with Amkor is at-will, meaning that both you and Amkor (by action of the Board) may terminate your employment at any time and for any reason. Concurrently with the execution of this Employment Letter Agreement, you and Amkor will enter into the executive severance agreement attached hereto as Exhibit A to be effective on your Promotion Date (“Executive Severance Agreement”). Notwithstanding your Executive Severance Agreement, upon termination of your employment for any reason, you shall be entitled to payment of the following items: (i) unpaid Base Salary earned prior to your termination date; (ii) unused vacation time accrued prior to your termination date; and (iii) vested benefits earned under any employee benefit plan or program, in accordance with the terms and conditions thereof.
Section 409A: This Employment Letter Agreement is intended to comply with Code Section 409A (to the extent applicable) and the parties hereto agree to interpret, apply and administer this Employment Letter Agreement in the least restrictive manner necessary to comply therewith and without resulting in any increase in the amounts owed hereunder by Amkor. Notwithstanding any other provision of this Employment Letter Agreement to the contrary, if you are a “specified employee” within the meaning of Code Section 409A, and a payment or benefit provided for in this Employment Letter Agreement would be subject to additional tax under Code Section 409A if such payment or benefit is paid within six months after your “separation from service” (within the meaning of Code Section 409A), then such payment or benefit required under this Employment Letter Agreement shall not be paid (or commence) during the six-month period immediately following your separation from service except as provided in the immediately following sentence. In such an event, any payments or benefits that would otherwise have been made or provided during such six-month period and which would have incurred such additional tax under Code Section 409A shall instead be paid to you in a lump-sum cash payment on the earlier of (i) the first regular payroll date of the seventh month following your separation from service or (ii) the 10th business day following your death. Notwithstanding anything herein to the contrary, neither Amkor nor any of its affiliates shall have any liability to you or to any other person if the payments and benefits provided in this Employment Letter Agreement that are intended to be exempt from or compliant with Code Section 409A are not so exempt or
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compliant. Your right to receive installment payments hereunder shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment shall at all times be considered a separate and distinct payment for purposes of Code Section 409A.
Confidentiality and Restrictive Covenants: In consideration for your continuing employment by Amkor and promotion, and the payments, benefits and other perquisites described herein, you agree to adhere to the restrictive covenants contained in, the Executive Severance Agreement and the Confidentiality, Intellectual Property and Insider Information Obligations agreement (the “Confidentiality Agreement”) attached hereto as Exhibit B, to be effective as of the Promotion Date. You represent and warrant that you are not subject to any non-compete, non-disclosure, or similar agreement or restrictive covenant that would materially impair your ability to perform the duties of your new position. You also acknowledge that: (i) your work for Amkor will give you access to confidential affairs and propriety information of Amkor and its affiliates; (ii) the restrictive covenants contained in the Executive Severance Agreement and the Confidentiality Agreement are essential to the business and goodwill of Amkor and its affiliates; and (iii) Amkor would not have made you this continuing offer of employment but for your agreement to become party to the Executive Severance Agreement and the Confidentiality Agreement.
Excess Compensation Recovery: The Board has adopted the Amkor Excess Compensation Recovery Policy (as the same may be amended, modified or replaced from time to time, “ECRP”). All Incentive-Based Compensation (as defined in the ECRP) payable to you hereunder is subject to recoupment pursuant to the ECRP.
Ethical Standards: You will be expected to observe the highest standards of ethical, personal, and professional conduct and to comply with Amkor’s policies, including its Code of Business Conduct, a copy of which has been provided to you.
Additional Terms: The terms of your employment may in the future be amended, but only by a writing which is signed by both you and, on behalf of Amkor, a duly authorized officer. This Employment Letter Agreement constitutes the entire agreement between the parties and supersedes all prior agreements and understandings relating to the subject matter of this Employment Letter Agreement, including without limitation, the Executive Severance Agreement between Amkor and you dated February 13, 2023. If any portion or provision of this Employment Letter Agreement shall to any extent be declared illegal or unenforceable by a court of competent jurisdiction, then the remainder of this Employment Letter Agreement, or the application of such portion or provision in circumstances other than those as to which it is so declared illegal or unenforceable, shall not be affected thereby, and each portion and provision of this Employment Letter Agreement shall be valid and enforceable to the fullest extent permitted by law. This Employment Letter Agreement may be executed in one or more counterparts, any one of which need not contain the signatures of more than one party, but all such counterparts taken together, when delivered, will constitute one and the same instrument.
Governing Law: This Employment Letter Agreement, including the schedules attached hereto, shall be governed in accordance with the laws of the State of Arizona, without regard to the principles of conflicts of laws thereof. Any legal proceeding arising out of or relating to your
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employment will be instituted in federal court in the State of Arizona (or, if such proceeding may not be brought in federal court, in the state courts located in Phoenix, Arizona), and you and Amkor hereby consent to the personal and exclusive jurisdiction of such court(s) and hereby waive any objection(s) you or it may have to personal jurisdiction, the laying of venue of any such proceeding and any claim or defense of inconvenient forum.
If these employment terms are satisfactory to you, please indicate your acceptance by signing this Employment Letter Agreement below, signing the Executive Severance Agreement and the Confidentiality Agreement, and returning one signed copy of each to me at your earliest convenience.
Sincerely,
Amkor Technology, Inc.
By: /s/ Mark N. Rogers
Mark N. Rogers
Executive Vice President and General Counsel
Accepted and Agreed To:
/s/ Kevin Engel
Kevin Engel
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Exhibit 10.3
AMKOR TECHNOLOGY, INC.
EXECUTIVE SEVERANCE AGREEMENT
THIS EXECUTIVE SEVERANCE AGREEMENT (this “Agreement”) is made and entered into as of the 21st day of October, 2025, by and between Amkor Technology, Inc., a Delaware corporation (the “Company”), and Kevin Engel (the “Executive”).
WHEREAS, the Executive and the Company desire to enter into this Agreement to provide the Executive with security in the event of certain involuntary terminations and to better enable the Executive to devote Executive’s best efforts to the business of the Company.
NOW THEREFORE, in consideration for the foregoing premises, and the mutual covenants, terms and conditions set forth herein, and for other good and valuable consideration, and intending to be legally bound hereby, the Company and Executive agree as follows:
Article 1. Term
This Agreement is effective from January 1, 2026 (the “Effective Date”).
Article 2. Definitions
Whenever used in this Agreement, the following terms will have the meanings set forth below.
2.1.Affiliate means a corporation or other entity controlled by, controlling or under common control with the Company, including, without limitation, any corporation partnership, joint venture or other entity during any period in which at least a fifty percent (50%) voting or profits interest is owned, directly or indirectly, by the Company or any successor to the Company.
2.2.Base Salary means the salary of record paid to an Executive as annual salary, excluding amounts received under incentive or other bonus plans (including, without limitation, the Bonus Plan), whether or not deferred.
2.3.Board means the Board of Directors of the Company.
2.4.Bonus Plan means the Company’s Amended and Restated Executive Incentive Bonus Plan, or any successor plan thereto.
2.5.Cause means, if the Executive is party to an employment or similar agreement that contains a definition of “Cause,” the definition set forth in such agreement, and, in every other case, “Cause” means:
(a)the Executive’s commission of, or guilty plea or plea of no contest to, a felony (or a crime of similar magnitude under applicable laws outside the United States) or any crime that involves moral turpitude;
(b)conduct by the Executive that constitutes fraud or embezzlement or any acts of intentional dishonesty in relation to the Executive’s duties to the Company;
29482383.7 | ||
(c)the Executive having engaged in gross negligence or intentional misconduct which causes, or in the reasonable judgment of the Committee, is reasonably likely to cause, either reputational or economic harm to the Company or its Affiliates; or
(d)the Executive’s material breach of the Executive’s obligations under this Agreement (including, without limitation, Article 4 hereof), any employment or similar agreement or any written Company policy, including any code of conduct, which is not cured, if curable, within ten (10) days after the Committee notifies the Executive of such breach (which notice specifies in reasonable detail the grounds constituting Cause).
2.6.Change in Control has the meaning set forth in the Equity Incentive Plan.
2.7.COBRA means the Consolidated Omnibus Budget Reconciliation Act of 1986, as amended from time to time.
2.8.Code means the Internal Revenue Code of 1986, as amended from time to time.
2.9.Committee means the Compensation Committee of the Board or any other committee of the Board appointed to perform the functions of the Compensation Committee.
2.10.Company means Amkor Technology, Inc., a Delaware corporation, or any successor thereto as provided in Article 10 herein.
2.11.Disability means, if the Executive is party to an employment agreement that contains a definition of “Disability,” the definition set forth in such agreement, and, in every other case, “Disability” means the inability of the Executive to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or that has lasted or can be expected to last for a continuous period of not less than twelve (12) months, as provided in Section 22(e)(3) and 409A(A)(2)(C)(i) of the Code, and will be determined by the Committee on the basis of such medical evidence as the Committee deemed warranted under the circumstances.
2.12.Equity Incentive Plan means, as applicable, the Amkor Technology, Inc. Second Amended and Restated 2007 Equity Incentive Plan, the Amkor Technology, Inc. 2021 Equity Incentive Plan, or any successor plan thereto, in each case, as amended, restated and/or supplemented from time to time.
2.13.Exchange Act means the Securities Exchange Act of 1934, as amended from time to time, and any successor thereto.
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2.14.Global Mobility Policy means the Company’s Global Mobility Policy and Procedure, as in effect from time to time.
2.15.Good Reason means (i) a change in Executive’s title as President and Chief Executive Officer or a material reduction in the Executive’s authority, duties or responsibilities; (ii) a material reduction in the Executive’s Base Salary or target bonus opportunity under the Bonus Plan (in each case, other than a reduction that is imposed proportionately on substantially all executive officers); (iii) the Company requires the Executive to report to anyone other than the Board; or (iv) a relocation of the Executive’s principal place of employment, without the Executive’s express written approval, to a location more than fifty (50) miles from the location at which the Executive performs his duties as of the Effective Date. No termination of employment by the Executive shall be treated as being for Good Reason unless the Executive provides a Notice of Termination pursuant to Section 3.5 within sixty (60) days after the time that the facts or circumstances constituting Good Reason initially arise and provides the Company a cure period of thirty (30) days following the Company’s receipt of such notice, there is no cure and such resignation is effective prior to the sixtieth (60th) day following the end of such cure period.
2.16.Notice of Termination means a written notice which indicates the specific termination provision in this Agreement relied upon and sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive’s employment under the provision so indicated.
2.17.Person has the meaning ascribed to such term in Section 3(a)(9) of the Exchange Act and used in Sections 13(d) and 14(d) thereof, including a “group” as provided in Section 13(d).
2.18.Qualifying CIC Termination shall occur if, during the period beginning on the ninetieth (90th) day prior to the date that a Change in Control occurs and ending on the second (2nd) anniversary of the date that such Change in Control occurs, the Executive incurs a Separation from Service (i) by the Company for reasons other than Cause, Disability or death or (ii) by the Executive for Good Reason.
2.19.Qualifying Non-CIC Termination shall occur if, any time other than during the period beginning on the ninetieth (90th) day prior to the date that a Change in Control occurs and ending on the second (2nd) anniversary of the date that such Change in Control occurs, the Executive incurs a Separation from Service (i) by the Company for reasons other than Cause, Disability or death or (ii) by the Executive for Good Reason.
2.20.Separation from Service means the Executive’s termination of employment with the Company, its Affiliates and with each member of the controlled group (within the meaning of Sections 414(b) or (c) of the Code) of which the Company is a member. An Executive will not be treated as having a Separation from Service during any period the Executive’s employment relationship continues, such as a result of a leave of absence, and whether a Separation from Service has occurred shall be determined by the Committee (on a basis consistent with the regulations under Section 409A of the Code) after consideration of all the facts and circumstances, including whether either no further services are to be performed or there is a reasonably anticipated permanent and substantial decrease (e.g., 80% or more) in the level of services to be performed (and the related amount of compensation to be received for such services) below the level of services previously performed (and compensation previously received).
2.21.Severance Benefits means the payment of severance compensation as provided in Section 3.1 or 3.2 herein.
Article 3. Severance Benefits
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3.1.Severance Benefits in Connection with a Change in Control. If a Qualifying CIC Termination of the Executive occurs, and provided that the Executive executes and does not revoke the release of claims attached hereto as Exhibit A (the “Release”) and such Release becomes effective (without having been revoked) by the 60th day following the Executive’s Separation from Service, the Executive will be entitled to receive from the Company the following payments and benefits:
(a)a lump-sum payment equal to two (2) times the sum of (i) the Executive’s Base Salary immediately prior to the Qualifying CIC Termination and (ii) the Executive’s target bonus amount under the Bonus Plan for the year of termination, payable on the first payroll date after the Release becomes effective or such later date as may be required to comply with Section 409A of the Code;
(b)a pro-rata bonus for the year of termination determined based on the Executive’s target bonus amount under the Bonus Plan for the year of termination, payable on the first payroll date after the Release becomes effective or such later date as may be required to comply with Section 409A of the Code;
(c)a lump-sum payment equal to the amount of premiums that the Executive and his or her eligible dependents would be required to pay for continued coverage under the Company’s group health plans pursuant to COBRA for 18 months, payable on the first payroll date after the Release becomes effective or such later date as may be required to comply with Section 409A of the Code;
(d)any equity award subject to time-based vesting granted to the Executive that is outstanding immediately prior to, but has not vested as of, the date of the Change in Control shall become 100% vested as of the later of the date of the Qualifying CIC Termination and the Change in Control (but immediately prior to the consummation thereof), and any such equity award that is a stock option shall remain exercisable until the earlier of (i) twenty-four (24) months following the date of such Qualifying CIC Termination, or (ii) the original expiration date of such award (subject to the treatment of such equity award in connection with such Change in Control); and
(e)any equity award subject to performance-based vesting granted to the Executive that is outstanding immediately prior to, but has not vested as of, the date of the Change in Control shall remain subject to the provisions of the applicable award agreement and the Equity Incentive Plan.
3.2.Severance Benefits Not in Connection with a Change in Control. If a Qualifying Non-CIC Termination of the Executive occurs, and provided that the Executive executes and does not revoke the Release and such Release becomes effective (without having been revoked) by the 60th day following the Executive’s Separation from Service, the Executive will be entitled to receive from the Company the following payments and benefits:
(a)an amount equal to one and one-half (1.5) times the sum of (i) the Executive’s Base Salary immediately prior to the Qualifying Non-CIC Termination and (ii) the Executive’s target bonus amount under the Bonus Plan for the year of termination, payable in substantially equal bi-weekly installments for a period of eighteen (18) months, beginning on the first payroll date after the Release becomes effective or such later date as may be required to comply with Section 409A of the Code;
(b)a pro-rata bonus for the year of termination determined based on the actual bonus under the Bonus Plan for the year of termination, if any, the Executive would have been paid for such year absent such termination, but determined without respect to any
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discretionary component and the non-discretionary components shall be reweighted proportionally, payable on the latest of (i) the date on which the Company pays bonuses for such year generally, (ii) the date on which the Release becomes effective, and (iii) such later date as may be required to comply with Section 409A of the Code;
(c)an amount equal to the premiums that the Executive and the Executive’s eligible dependents would be required to pay for continued coverage under the Company’s group health plans pursuant to COBRA for eighteen (18) months, payable in substantially equal bi-weekly installments for a period of eighteen (18) months, beginning on the first payroll date after the Release becomes effective or such later date as may be required to comply with Section 409A of the Code; and
(d)any equity award subject to time-based vesting granted to the Executive that is outstanding immediately prior to, but has not vested as of, the date of such Qualifying Non-CIC Termination that would have vested as a result of normal time-based vesting within eighteen (18) months following such Qualifying Non-CIC Termination shall become 100% vested as of the date of the Qualifying Non-CIC Termination, and any such equity award that is a stock option shall remain exercisable until the earlier of (i) twenty-four (24) months following the date of such Qualifying Non-CIC Termination, or (ii) the original expiration date of such award; and
(e)any equity award subject to performance-based vesting granted to the Executive that is outstanding immediately prior to, but has not vested as of, the date of such Qualifying Non-CIC Termination shall remain subject to the provisions of the applicable award agreement and the Equity Incentive Plan.
3.3.Other Terminations of Employment. For the avoidance of doubt, if, at any time, the Executive’s employment is terminated and such termination of employment is not a Qualifying CIC Termination or a Qualifying Non-CIC Termination, the Executive will not be entitled to the Severance Benefits described in Section 3.1 or 3.2.
3.4.Accrued Benefits. With respect to any Separation from Service, the Company will pay the Executive an amount equal to: (i) unpaid Base Salary earned prior to the date of the Executive’s Separation from Service; (ii) unused vacation time accrued prior to the date of the Executive’s Separation from Service; and (iii) vested benefits earned under any employee benefit plan or program, in accordance with the terms and conditions thereof.
3.5.Notice of Termination. Any termination of employment by the Company or by the Executive for Good Reason will be communicated by a Notice of Termination.
Article 4. Return of Property; Restrictive Covenants; Cooperation
4.1.Return of Property. On or before the Executive’s Separation from Service, the Executive shall return to the Company all files, memoranda, documents, records, copies of the foregoing, Company-provided credit cards, keys, building passes, security passes, access or identification cards, and any other Company property in the Executive’s possession or control. To the extent the Executive subsequently discovers that any property or data identified above is still in the Executive’s possession, custody or control after the Executive’s Separation from Service, the Executive shall return all such property and data to the Company as soon as practicable, but in no event later than ten (10) days after making such discovery. On or before the Executive’s Separation from Service, the Executive shall clear all expense accounts, repay everything the Executive owes to the Company or any Affiliate thereof, pay all amounts the Executive owes on Company-provided credit cards or accounts (such as cell phone accounts), and cancel or
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personally assume any such credit cards or accounts. On and after the Executive’s Separation from Service, the Executive shall not incur any expenses, obligations, or liabilities on behalf of the Company or any of its Affiliates.
4.2.Non-Competition. Beginning on the date hereof and continuing for eighteen (18) months following the Executive’s Separation from Service (the “Restriction Period”), the Executive shall not, without the express prior written consent of the Committee, engage in or carry on, directly or indirectly, whether as an advisor, principal, agent, partner, officer, director, employee, stockholder, associate or consultant to any Person, or any other business entity, the business of outsourced semiconductor packaging or test services anywhere in the United States or any other country in which the Company conducts business; provided that ownership by the Executive of Company securities or of less than a five percent (5%) publicly traded equity interest in a public company shall not be a breach of this Section 4.2.
4.3.Non-Solicitation. During the Restriction Period, the Executive shall not, without the express prior written consent of the Board, directly or indirectly, for the Executive or on behalf of any other Person or any other business entity, (i) solicit or encourage any customer, vendor, client or prospective customer, vendor or client (or anyone who was a customer, vendor or client during the Restriction Period) to cease any relationship with the Company or any of its Affiliates or (ii) solicit or encourage any employee or consultant of the Company or any of its Affiliates (or anyone who was an employee or consultant of the Company or any of its Affiliates during the Restriction Period) to leave the employment of or cease to perform services for the Company or any of its Affiliates; provided that this Section 4.3 shall not prohibit any general public advertisement or general solicitation for personnel not specifically directed at any employee or consultant of the Company or any of its Affiliates.
4.4.Nondisparagement. Beginning on the date hereof and at all times hereafter, the Executive shall not make any public statement that is in any way disparaging, derogatory or defamatory regarding the Company, any of its Affiliates or any of their respective officers, directors, employees, consultants, reputations, products, operations, procedures, policies or services, which is reasonably likely to (i) damage materially the reputation of the Company or any of its Affiliates or (ii) interfere materially with the contracts or business relationships of the Company or any of its Affiliates. “Public statements” mean any statement, whether written or oral, made in any public forum, including in any social media or website. However, nothing in this Section 4.4 shall prohibit the Executive from testifying truthfully in any forum or contacting, cooperating with or providing truthful information to any government agency or commission.
4.5.Cooperation. Following the Executive’s Separation from Service, the Executive shall provide reasonable assistance to and cooperate with the Company and its Affiliates as to any claims, controversies, disputes, or complaints of which the Executive has knowledge or that may relate to the Executive or the Executive’s employment or other relationships with the Company or any of its Affiliates. Such cooperation includes but is not limited to providing the Company and its Affiliates with all information known to the Executive related to the foregoing, meeting with counsel, and appearing and giving testimony in any forum. The Company will reimburse the Executive for any reasonable out-of-pocket expenses incurred by the Executive in providing assistance under this Section 4.5.
Article 5. Excise Tax Under Section 4999 of the Code
5.1.Excess Parachute Payments. Notwithstanding any provision of this Agreement to the contrary, if any payment or benefit the Executive would receive pursuant to this Agreement or otherwise (collectively, the “Payments”) would constitute a “parachute payment” within the meaning of Section 280G of the Code, and, but for this Section 5.1, would be subject to the excise tax imposed by Section 4999 of the Code or any similar or successor provision (the
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“Excise Tax”), then the aggregate amount of the Payments will be either (i) the largest portion of the Payments that would result in no portion of the Payments (after reduction) being subject to the Excise Tax or (ii) the entire Payments, whichever amount after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate, net of the maximum reduction in federal income taxes which could be obtained from a deduction of such state and local taxes), results in the Executive’s receipt, on an after-tax basis, of the greatest amount of the Payments. Any reduction in the Payments required by this Section 5.1 will be made in the following order: (i) reduction of cash payments; (ii) reduction of accelerated vesting of equity awards other than stock options; (iii) reduction of accelerated vesting of stock options; and (iv) reduction of other benefits paid or provided to the Executive. If acceleration of vesting of equity awards is to be reduced, such acceleration of vesting will be cancelled in the reverse order of the date of grant of the Executive’s equity awards. If two or more equity awards are granted on the same date, the accelerated vesting of each award will be reduced on a pro-rata basis.
5.2.Determination by Accounting Firm. The professional accounting firm engaged by the Company for general tax purposes as of the day prior to the date of the event that might reasonably be anticipated to result in Payments that would otherwise be subject to the Excise Tax will perform the foregoing calculations. If the firm so engaged by the Company is serving as accountant or auditor for the acquiring company, the Company will appoint a nationally recognized accounting firm to make the determinations required by Section 5.1. The Company will bear all expenses with respect to the determinations by such firm required to be made by Section 5.1. The Company and the Executive shall furnish such firm such information and documents as the firm may reasonably request to make its required determination. The firm will provide its calculations, together with detailed supporting documentation, to the Company and the Executive as soon as practicable following its engagement. Any good faith determinations of the firm made hereunder will be final, binding and conclusive upon the Company and the Executive.
Article 6. Taxes
6.1.Withholding of Taxes. The Company will be entitled to withhold from any amounts payable under this Agreement all taxes as it may believe are reasonably required to be withheld (including, without limitation, any United States federal taxes and any other state, city, local or foreign taxes).
6.2.Mandatory Deferral Rule. Notwithstanding any other provision of this Agreement to the contrary, any payment that constitutes the deferral of compensation (within the meaning of Treasury Regulation Section 1.409A-1(b)) that is otherwise required to be made to the Executive prior to the day after the date that is six (6) months from the Executive’s Separation from Service shall be accumulated, deferred and paid in a lump sum to the Executive (with interest on the amount deferred from the Executive’s Separation from Service until the day prior to the actual payment at the federal short-term rate on the date of the Executive’s Separation from Service) on the day after the date that is six (6) months from the date of the Executive’s Separation from Service; provided, however, if Executive dies prior to the expiration of such six (6)-month period, payment to the Executive’s estate shall be made as soon as practicable following the Executive’s death.
Article 7. No Mitigation
The Executive will not be obligated to seek other employment in mitigation of the amounts payable made under any provision of this Agreement, and the obtaining of any such other employment will in no event effect any reduction of the Company’s obligations to make the
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payments required to be made under this Agreement. Notwithstanding anything in this Agreement to the contrary, if the Severance Benefits are paid under this Agreement, no severance benefits under any program of the Company, other than benefits described in this Agreement, will be paid to the Executive.
Article 8. Relocation
If the Executive is on an expatriate assignment under the Global Mobility Policy and a Qualifying CIC Termination or a Qualifying Non-CIC Termination occurs, then, notwithstanding anything in the Global Mobility Policy to the contrary, the Executive will be eligible for relocation benefits back to the Executive’s home country consistent with those provided under the Global Mobility Policy.
Article 9. Outplacement Assistance
Following a Qualifying CIC Termination or a Qualifying Non-CIC Termination, the Executive will be reimbursed by the Company for the reasonable costs of outplacement services obtained by the Executive within the six (6)-month period after the Executive’s Separation from Service, upon receipt by the Company of documentation evidencing the actual cost of such services; provided, however, that reimbursements must be made by the end of the year following the year in which the Separation from Service occurs.
Article 10. Successors and Assignment
10.1.Successors to the Company. The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation, or otherwise) of all or substantially all of the business and/or assets of the Company to expressly assume and agree to perform the Company’s obligations under this Agreement in the same manner and to the same extent that the Company would be required to perform them if no such succession had taken place.
10.2.Assignment by the Executive. This Agreement will inure to the benefit of and be enforceable by the Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees, and legatees. If the Executive dies while any amount would still be payable to the Executive hereunder had the Executive survived, all such amounts, unless otherwise provided herein, will be paid to the Executive’s estate at the same time or times that such amounts would have been paid to the Executive hereunder had the Executive survived.
Article 11. Miscellaneous
11.1.Employment Status. Except as may be provided under any other agreement between the Executive and the Company, the employment of the Executive by the Company is “at will” and may be terminated by either the Executive or the Company at any time, subject to applicable law.
11.2.Severability. In the event any provision of this Agreement is held illegal or invalid for any reason, the illegality or invalidity will not affect the remaining parts of this Agreement, and this Agreement will be construed and enforced as if the illegal or invalid provision had not been included. Further, the captions of this Agreement are not part of the provisions hereof and will have no force and effect.
11.3.Modification. No provision of this Agreement may be modified, waived, or discharged unless such modification, waiver, or discharge is agreed to in writing and signed by the
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Executive and by an authorized member of the Committee, or by the respective parties’ legal representatives and successors.
11.4.Applicable Law and Venue. To the extent not preempted by the laws of the United States, the laws of the State of Arizona will be the controlling law in all matters relating to this Agreement, without regard to the conflicts of law principles of any jurisdiction. The Executive and the Company agree that any action to enforce or interpret this Agreement shall be brought exclusively in a federal or state court of competent jurisdiction in Maricopa County in the State of Arizona, and the Executive and the Company hereby waive any challenge to venue or exercise of jurisdiction of such courts.
11.5. Prior Agreement. The Executive Severance Agreement, dated as of February 13, 2023, by and between the Executive and the Company (the “Prior Agreement”) shall be superseded and replaced in its entirety by this Agreement, and the Prior Agreement shall cease to have any further legal force or effect whatsoever upon the Effective Date.
[Signature page follows]
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11.6.IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.
Amkor Technology, Inc. Executive:
By: /s/ Mark N. Rogers /s/ Kevin Engel
Mark N. Rogers
Its: Executive Vice President,
General Counsel and Secretary
29482383.7 | ||
EXHIBIT A
GENERAL RELEASE
NOTICE
This is a very important document, and you should thoroughly review and understand the terms and effect of this document before signing it. By signing this General Release, you will be releasing Amkor Technology, Inc., a Delaware corporation (“Amkor”), and others from all liability to you. Therefore, you should consult with an attorney before signing this General Release. You have 53 days to consider this document. If you have not returned a signed copy of this General Release by that time, we will assume that you have elected not to sign this General Release. If you choose to sign this General Release, you will have an additional 7 days following the date of your signature to revoke this General Release and this General Release shall not become effective or enforceable until the revocation period has expired.
RELEASE
In consideration of payments and benefits to which I would not otherwise be entitled provided to me by Amkor as set forth in my Executive Severance Agreement, dated November 15, 2022 (the “Severance Agreement”), and other good and valuable consideration to which I would not otherwise be entitled, I, Kevin Engel, on behalf of myself, my heirs, and my legal representatives and assigns, and anyone else claiming by, through, under or in concert with any of the foregoing, release (i.e., give up) and forever discharge Amkor and its current, former and future subsidiaries, their respective current, former and future, direct and indirect owners, officers, directors, employees, agents, successors, predecessors, assigns and affiliates, as well as their respective employee benefit plans (and any administrators, insurers, or fiduciaries thereof), and all persons acting by, through, under, or in concert with any of them (collectively, the “Released Parties”), from any and all known and unknown claims, demands, actions, causes of action, rights, damages, costs, expenses, compensation, wages, vacation pay, sick or paid time off, or commissions, whether arising in contract, common law, statute or otherwise, whether foreign or domestic, whether local, state, or federal, including without limitation: Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. § 2000e, et seq.; Sections 1981 and 1983 of the Civil Rights Act of 1866, as amended; the Age Discrimination in Employment Act (ADEA), as amended, 29 U.S.C. § 621, et seq.; the Employee Retirement Income Security Act of 1974 (ERISA), as amended, 29 U.S.C. § 1001, et seq.; the Americans with Disabilities Act of 1990 (ADA), as amended, 42 U.S.C. § 12101, et seq.; the Family and Medical Leave Act (FMLA), as amended, 29 U.S.C. § 2601, et seq.; the Worker Adjustment & Retraining Notification Act (WARN Act), as amended; and any similar or foreign or domestic or state or local laws, such as the Arizona Civil Rights Act and the Arizona Equal Pay Law, that I now have, or which were or could have been made, on account of my service with Amkor or any of its subsidiaries or affiliates, including my separation therefrom and any transaction or occurrence between me and the Released Parties at any time during such service and after separation up to the time I execute this General Release. I agree that I have waived all claims against the Released Parties except (i) in respect of any obligation of Amkor arising under my Severance Agreement, (ii) vested
29482383.7 | ||
benefits under any of Amkor’s employee benefit plans in which I participate, (iii) in respect of equity awards (including any options, RSUs, restricted stock, or any other form of equity) that I have been granted pursuant to the Amkor Technology, Inc. Second Amended and Restated 2007 Equity Incentive Plan and the Amkor Technology, Inc. 2021 Equity Incentive Plan, (iv) all rights to indemnification under Amkor’s directors’ and officers’ insurance coverage for acts performed or omissions while I was an employee or officer of Amkor, and (v) those claims that as a matter of law are not waivable by an employee against an employee’s employer. It is my intention that the language relating to the description of claims in this paragraph shall be given the broadest possible interpretation permitted by law.
I further agree that I will not file, cause to be filed, join, or accept any relief in any lawsuit (either individually, with others, or as part of a class) pleading, raising, or asserting any claims released in this General Release. If I breach this promise, then I will reimburse each of the Released Parties for the Released Party’s attorneys’ fees and costs (or the applicable proportions thereof) incurred in defending against any such released claims.
Nothing in this General Release shall be construed to prohibit me from filing a charge with or participating in an investigation or proceeding conducted by the Equal Employment Opportunity Commission (EEOC), National Labor Relations Board (NLRB), Securities and Exchange Commission (SEC), or any federal, state, or local agency. I understand that I have waived and released any and all claims for money damages and equitable relief that I may recover from the Released Parties pursuant to the filing or prosecution of any administrative charge against the Released Parties by me, or any resulting civil proceeding or lawsuit brought on my behalf for the recovery of such relief, and which arises out of the matters that are and may be released or waived by this General Release. I also understand, however, that this General Release does not limit my ability to communicate with any government agencies or otherwise participate in any investigation or proceeding that may be conducted by any government agency, including providing documents or other information, without notice to Amkor. This General Release also does not limit my right to receive an award for information provided to any government agency. I acknowledge that nothing in this General Release prohibits me or Amkor or any person or entity from (i) reporting possible violation of federal law or regulation to any governmental agency or entity or self-regulatory organization or making disclosures that are protected under the whistleblower provisions of federal law or regulation, or (ii) supplying truthful information to any governmental authority or in response to any lawful subpoena or other legal process.
Nothing in this General Release shall be interpreted or applied to affect or limit my otherwise lawful ability to challenge, under the Age Discrimination in Employment Act (ADEA) or Older Worker Benefit Protection Act (OWBPA), the knowing and voluntary nature of my release of any age claims in this General Release before a court, the EEOC, or any other federal, state, or local agency, and I shall not be required to pay the attorneys’ fees or costs of any Released Party in connection with such challenge. Notwithstanding the foregoing, unless the release is set aside by a court of law, I understand that this General Release applies to and covers any claim that I may have under the ADEA and OWBPA.
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Except as set forth in this General Release, I understand, acknowledge, and voluntarily agree that this General Release is a total and complete release by me of any and all claims which I have against the Released Parties as of the date I sign this Agreement, both known or unknown, even though there may be facts or consequences of facts which are unknown to me.
By signing below, I acknowledge that I have carefully read and fully understand the provisions of this General Release. I further acknowledge that I am signing this General Release knowingly and voluntarily and without duress, coercion or undue influence. This General Release constitutes the total and complete understanding between me and the Released Parties relating to the subject matter covered by this General Release, and all other prior or contemporaneous written or oral agreements or representations, if any, relating to the subject matter covered by this General Release are null and void. Neither the Released Parties nor their respective agents, representatives or attorneys have made any representations to me concerning the terms or effects of this General Release other than those contained herein. It is also expressly understood and agreed that the terms of this General Release may not be altered except in a writing signed by both me and Amkor.
[Remainder of page left intentionally blank]
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I agree and acknowledge that I have carefully read and understand this General Release, including the Section labeled “Notice” on the top of the first page; that I understand, in particular that I am agreeing to release all legal claims against the Released Parties, including, without limitation, Amkor; that I sign this General Release knowingly and voluntarily; that I have been advised to consult with an attorney before signing it; and that this General Release shall not be subject to claims of fraud, duress and/or mistake.
INTENDING TO BE LEGALLY BOUND, I hereby set my hand below:
SIGNED BY:
_______________________ ___________________
Kevin Engel Date
WITNESSED BY:
_______________________ ___________________
Witness signature Date
29482383.7 | ||
Amkor Technology Reports Financial Results for the Third Quarter 2025 and Announces CEO Succession Plan
TEMPE, Ariz. -- October 27, 2025 -- Amkor Technology, Inc. (Nasdaq: AMKR), a leading provider of semiconductor packaging and test services, today announced financial results for the third quarter ended September 30, 2025 and a chief executive officer succession plan.
Third Quarter 2025 Highlights
•Net sales $1.99 billion
•Gross profit $284 million, operating income $159 million
•Net income $127 million, earnings per diluted share $0.51
•EBITDA $340 million
“Amkor delivered third quarter revenue of $1.99 billion, a 31% sequential increase, fueled by demand for Advanced packaging, which set a new revenue record,” said Giel Rutten, Amkor’s president and chief executive officer. “This quarter, we executed steep production ramps, achieved record revenue in our Communications and Computing end markets, and broke ground on our new Advanced packaging and test campus in Arizona, reinforcing our commitment to enable our customers’ technology roadmaps and strengthen U.S. semiconductor manufacturing.”
The company also announced that Mr. Rutten has informed the Board of Directors of his intention to retire as president and chief executive officer at the end of 2025. He will remain a member of the company’s Board of Directors. “Giel has been instrumental in focusing Amkor’s strategy on leadership in Advanced packaging and orienting the company towards high growth markets, including high performance computing and AI,” said Susan Kim, the company’s Chairman of the Board. “Giel has been a highly effective CEO and has positioned the company for significant long-term growth. We thank him for his dedicated work and are pleased that he will continue as member of the Board.”
Following its succession planning process, the company’s Board of Directors announced that it has appointed Mr. Kevin Engel, chief operating officer, to succeed Mr. Rutten as president and chief executive officer, effective January 1, 2026, and that Mr. Engel will join the Board at that time. Mr. Rutten and Mr. Engel will work together on executing a smooth leadership transition. “Kevin is an industry veteran with more than twenty years of experience with Amkor. He is uniquely qualified to lead the company when Giel retires and to continue the company’s close collaboration with leading semiconductor companies,” said Ms. Kim.
Quarterly Financial Results
($ in millions, except per share data) | Q3 2025 | Q2 2025 (2) | Q3 2024 | |||||||||||||||||
| Net sales | $1,987 | $1,511 | $1,862 | |||||||||||||||||
| Gross margin | 14.3% | 12.0% | 14.6% | |||||||||||||||||
| Operating income | $159 | $92 | $149 | |||||||||||||||||
| Operating income margin | 8.0% | 6.1% | 8.0% | |||||||||||||||||
| Net income attributable to Amkor | $127 | $54 | $123 | |||||||||||||||||
| Earnings per diluted share | $0.51 | $0.22 | $0.49 | |||||||||||||||||
| EBITDA (1) | $340 | $259 | $309 | |||||||||||||||||
(1) EBITDA is a non-GAAP measure. The reconciliation to the comparable GAAP measure is included below under “Selected Operating Data.”
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(2) During the three months ended June 30, 2025, our results include a $32 million net benefit to operating income and EBITDA due to a contingency payment related to our acquisition of Nanium in May 2017. Net income and earnings per diluted share also include a $16 million and $0.07 benefit, respectively.
At September 30, 2025, total cash and short-term investments was $2.1 billion, and total debt was $1.8 billion. In October 2025, the company redeemed the remaining $400 million of its outstanding senior notes due 2027.
The company paid a quarterly dividend of $0.08269 per share on September 23, 2025. The declaration and payment of future dividends, as well as any record and payment dates, are subject to the approval of the Board of Directors.
Business Outlook
The following information presents Amkor’s guidance for the fourth quarter 2025 (unless otherwise noted):
•Net sales of $1.775 billion to $1.875 billion
•Gross margin of 14.0% to 15.0%, which includes an approximate $30 million expected benefit from asset sales
•Net income of $95 million to $120 million, or $0.38 to $0.48 per diluted share
•Increased full year 2025 capital expenditures to approximately $950 million
Conference Call Information
Amkor will conduct a conference call on Monday, October 27, 2025, at 5:00 p.m. Eastern Time. This call may include material information not included in this press release. To access the live audio webcast and the accompanying slide presentation, visit the Investor Relations section of Amkor’s website, located at ir.amkor.com. The live call can also be accessed by dialing 1-877-407-4019 or 1-201-689-8337.
About Amkor Technology, Inc.
Amkor Technology, Inc. (Nasdaq: AMKR) is the world’s largest U.S. headquartered OSAT and is a global leader in outsourced semiconductor packaging and test services. With a strong track record of innovation, a broad and diverse geographic footprint and solid partnerships with lead customers, Amkor delivers high-quality solutions that enable the world’s leading semiconductor and electronics companies to bring advanced technologies to market. The company’s comprehensive portfolio includes advanced packaging, wafer-level processing, and system-in-package solutions targeting applications for smartphones, data centers, artificial intelligence, automobiles and wearables. For more information visit amkor.com
Jennifer Jue
Vice President, Investor Relations and Finance
480-786-7594
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AMKOR TECHNOLOGY, INC.
Selected Operating Data
| Q3 2025 | Q2 2025 | Q3 2024 | |||||||||||||||
| Net Sales Data: | |||||||||||||||||
| Net sales (in millions): | |||||||||||||||||
| Advanced products (1) | $ | 1,684 | $ | 1,228 | $ | 1,568 | |||||||||||
| Mainstream products (2) | 303 | 283 | 294 | ||||||||||||||
| Total net sales | $ | 1,987 | $ | 1,511 | $ | 1,862 | |||||||||||
| Packaging services | 89 | % | 88 | % | 90 | % | |||||||||||
| Test services | 11 | % | 12 | % | 10 | % | |||||||||||
| Net sales from top ten customers | 73 | % | 72 | % | 74 | % | |||||||||||
| End Market Distribution Data: | |||||||||||||||||
| Communications (smartphones, tablets) | 51 | % | 40 | % | 52 | % | |||||||||||
| Computing (data center, infrastructure, PC/laptop, storage) | 19 | % | 22 | % | 16 | % | |||||||||||
| Automotive, industrial and other (ADAS, electrification, infotainment, safety) | 16 | % | 20 | % | 16 | % | |||||||||||
| Consumer (AR & gaming, connected home, home electronics, wearables) | 14 | % | 18 | % | 16 | % | |||||||||||
| Total | 100 | % | 100 | % | 100 | % | |||||||||||
| Gross Margin Data: | |||||||||||||||||
| Net sales | 100.0 | % | 100.0 | % | 100.0 | % | |||||||||||
| Cost of sales: | |||||||||||||||||
| Materials | 57.5 | % | 52.9 | % | 58.4 | % | |||||||||||
| Labor | 9.2 | % | 11.7 | % | 8.7 | % | |||||||||||
| Depreciation | 7.5 | % | 9.6 | % | 7.4 | % | |||||||||||
| Other manufacturing | 11.5 | % | 13.8 | % | 10.9 | % | |||||||||||
| Gross margin | 14.3 | % | 12.0 | % | 14.6 | % | |||||||||||
(1) Advanced products include flip chip, memory and wafer-level processing and related test services.
(2) Mainstream products include all other wirebond packaging and related test services.
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AMKOR TECHNOLOGY, INC.
Selected Operating Data
In this press release, we refer to EBITDA, which is not defined by U.S. GAAP. We define EBITDA as net income before interest expense, income tax expense and depreciation and amortization. We believe EBITDA to be relevant and useful information to our investors because it provides additional information in assessing our financial operating results. Our management uses EBITDA in evaluating our operating performance, and our ability to service debt, fund capital expenditures and pay dividends. However, EBITDA has certain limitations in that it does not reflect the impact of certain expenses on our consolidated statements of income, including interest expense, which is a necessary element of our costs because we have borrowed money in order to finance our operations, income tax expense, which is a necessary element of our costs because taxes are imposed by law, and depreciation and amortization, which is a necessary element of our costs because we use capital assets to generate income. EBITDA should be considered in addition to, and not as a substitute for, or superior to, operating income, net income or other measures of financial performance prepared in accordance with U.S. GAAP. Furthermore, our definition of EBITDA may not be comparable to similarly titled measures reported by other companies. Below is our reconciliation of EBITDA to U.S. GAAP net income.
| Non-GAAP Financial Measure Reconciliation: | |||||||||||||||||
| (in millions) | Q3 2025 | Q2 2025 | Q3 2024 | ||||||||||||||
| EBITDA Data: | |||||||||||||||||
| Net income | $ | 127 | $ | 55 | $ | 123 | |||||||||||
| Plus: Interest expense | 21 | 17 | 16 | ||||||||||||||
| Plus: Income tax expense | 28 | 28 | 19 | ||||||||||||||
| Plus: Depreciation & amortization | 164 | 159 | 151 | ||||||||||||||
| EBITDA | $ | 340 | $ | 259 | $ | 309 | |||||||||||
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AMKOR TECHNOLOGY, INC.
CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except per share data)
(Unaudited)
| For the Three Months Ended September 30, | For the Nine Months Ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Net sales | $ | 1,986,968 | $ | 1,861,589 | $ | 4,819,935 | $ | 4,688,574 | |||||||||||||||
| Cost of sales | 1,702,478 | 1,589,105 | 4,195,965 | 4,002,072 | |||||||||||||||||||
| Gross profit | 284,490 | 272,484 | 623,970 | 686,502 | |||||||||||||||||||
| Selling, general and administrative | 83,211 | 80,753 | 211,541 | 262,379 | |||||||||||||||||||
| Research and development | 42,352 | 42,364 | 130,012 | 120,103 | |||||||||||||||||||
| Total operating expenses | 125,563 | 123,117 | 341,553 | 382,482 | |||||||||||||||||||
| Operating income | 158,927 | 149,367 | 282,417 | 304,020 | |||||||||||||||||||
| Interest expense | 21,231 | 15,622 | 54,850 | 47,866 | |||||||||||||||||||
| Other (income) expense, net | (16,701) | (8,130) | (35,833) | (39,273) | |||||||||||||||||||
| Total other expense, net | 4,530 | 7,492 | 19,017 | 8,593 | |||||||||||||||||||
| Income before taxes | 154,397 | 141,875 | 263,400 | 295,427 | |||||||||||||||||||
| Income tax expense | 27,715 | 19,185 | 59,813 | 45,693 | |||||||||||||||||||
| Net income | 126,682 | 122,690 | 203,587 | 249,734 | |||||||||||||||||||
| Net income attributable to non-controlling interests | (93) | (121) | (1,453) | (1,371) | |||||||||||||||||||
| Net income attributable to Amkor | $ | 126,589 | $ | 122,569 | $ | 202,134 | $ | 248,363 | |||||||||||||||
| Net income attributable to Amkor per common share: | |||||||||||||||||||||||
| Basic | $ | 0.51 | $ | 0.50 | $ | 0.82 | $ | 1.01 | |||||||||||||||
| Diluted | $ | 0.51 | $ | 0.49 | $ | 0.81 | $ | 1.00 | |||||||||||||||
| Shares used in computing per common share amounts: | |||||||||||||||||||||||
| Basic | 247,158 | 246,480 | 247,035 | 246,239 | |||||||||||||||||||
| Diluted | 248,302 | 247,922 | 248,054 | 247,798 | |||||||||||||||||||
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AMKOR TECHNOLOGY, INC.
CONSOLIDATED BALANCE SHEETS
(In thousands)
(Unaudited)
| September 30, 2025 | December 31, 2024 | ||||||||||
| ASSETS | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | 1,495,656 | $ | 1,133,553 | |||||||
| Short-term investments | 614,703 | 512,984 | |||||||||
| Accounts receivable, net of allowances | 1,399,446 | 1,055,013 | |||||||||
| Inventories | 399,892 | 310,910 | |||||||||
| Other current assets | 98,393 | 61,012 | |||||||||
| Total current assets | 4,008,090 | 3,073,472 | |||||||||
| Property, plant and equipment, net | 3,833,008 | 3,576,148 | |||||||||
| Operating lease right of use assets | 101,015 | 109,730 | |||||||||
| Goodwill | 19,076 | 17,947 | |||||||||
| Restricted cash | 60,758 | 759 | |||||||||
| Other assets | 165,535 | 166,272 | |||||||||
| Total assets | $ | 8,187,482 | $ | 6,944,328 | |||||||
| LIABILITIES AND EQUITY | |||||||||||
| Current liabilities: | |||||||||||
| Short-term borrowings and current portion of long-term debt | $ | 547,447 | $ | 236,029 | |||||||
| Trade accounts payable | 925,268 | 712,887 | |||||||||
| Capital expenditures payable | 368,308 | 123,195 | |||||||||
| Short-term operating lease liability | 24,665 | 26,827 | |||||||||
| Accrued expenses | 395,294 | 356,337 | |||||||||
| Total current liabilities | 2,260,982 | 1,455,275 | |||||||||
| Long-term debt | 1,264,501 | 923,431 | |||||||||
| Pension and severance obligations | 82,996 | 70,594 | |||||||||
| Long-term operating lease liabilities | 54,426 | 57,983 | |||||||||
| Other non-current liabilities | 181,633 | 253,880 | |||||||||
| Total liabilities | 3,844,538 | 2,761,163 | |||||||||
| Stockholders’ equity: | |||||||||||
| Preferred stock | — | — | |||||||||
| Common stock | 294 | 293 | |||||||||
| Additional paid-in capital | 2,047,017 | 2,031,643 | |||||||||
| Retained earnings | 2,475,936 | 2,335,132 | |||||||||
| Accumulated other comprehensive income (loss) | 11,889 | 7,510 | |||||||||
| Treasury stock | (226,770) | (225,033) | |||||||||
| Total Amkor stockholders’ equity | 4,308,366 | 4,149,545 | |||||||||
| Non-controlling interests in subsidiaries | 34,578 | 33,620 | |||||||||
| Total equity | 4,342,944 | 4,183,165 | |||||||||
| Total liabilities and equity | $ | 8,187,482 | $ | 6,944,328 | |||||||
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AMKOR TECHNOLOGY, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
| For the Nine Months Ended September 30, | |||||||||||
| 2025 | 2024 | ||||||||||
| Cash flows from operating activities: | |||||||||||
| Net income | $ | 203,587 | $ | 249,734 | |||||||
| Depreciation and amortization | 476,277 | 445,470 | |||||||||
| Other operating activities and non-cash items | (113) | 22,558 | |||||||||
| Changes in assets and liabilities | (228,625) | (166,502) | |||||||||
| Net cash provided by operating activities | 451,126 | 551,260 | |||||||||
| Cash flows from investing activities: | |||||||||||
| Payments for property, plant and equipment | (472,531) | (458,067) | |||||||||
| Proceeds from sale of property, plant and equipment | 5,142 | 5,097 | |||||||||
| Proceeds from foreign exchange forward contracts | 51,947 | 32,185 | |||||||||
| Payments for foreign exchange forward contracts | (45,784) | (58,430) | |||||||||
| Payments for short-term investments | (588,012) | (441,851) | |||||||||
| Proceeds from sale of short-term investments | 140,961 | 44,361 | |||||||||
| Proceeds from maturities of short-term investments | 350,819 | 367,522 | |||||||||
| Other investing activities | 2,941 | 7,431 | |||||||||
| Net cash used in investing activities | (554,517) | (501,752) | |||||||||
| Cash flows from financing activities: | |||||||||||
| Proceeds from short-term debt | — | 5,012 | |||||||||
| Payments of short-term debt | — | (9,731) | |||||||||
| Proceeds from long-term debt | 1,000,000 | 58,727 | |||||||||
| Payments of long-term debt | (360,527) | (147,603) | |||||||||
| Payments for debt issuance costs | (13,235) | — | |||||||||
| Payments of finance lease obligations | (44,246) | (56,359) | |||||||||
| Payments of dividends | (61,299) | (58,196) | |||||||||
| Other financing activities | (1,830) | 819 | |||||||||
| Net cash provided by (used in) financing activities | 518,863 | (207,331) | |||||||||
| Effect of exchange rate fluctuations on cash, cash equivalents and restricted cash | 6,630 | (2,868) | |||||||||
| Net increase (decrease) in cash, cash equivalents and restricted cash | 422,102 | (160,691) | |||||||||
| Cash, cash equivalents and restricted cash, beginning of period | 1,134,312 | 1,120,617 | |||||||||
| Cash, cash equivalents and restricted cash, end of period | $ | 1,556,414 | $ | 959,926 | |||||||
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Forward-Looking Statement Disclaimer
This press release contains forward-looking statements within the meaning of the federal securities laws. You are cautioned not to place undue reliance on forward-looking statements, which are often characterized by terminology such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” “continue” or “intend,” by the negative of these terms or other comparable terminology or by discussions of strategy, plans or intentions. All forward-looking statements in this press release are made based on our current expectations, forecasts, estimates and assumptions. Because such statements include risks and uncertainties, actual results may differ materially from those anticipated in such forward-looking statements as a result of various factors, including, but not limited to, the following:
•dependence on the cyclical and volatile semiconductor industry and vulnerability to industry downturns and declines in global economic and financial conditions;
•changes in costs, quality, availability and delivery times of raw materials, components and equipment;
•fluctuations in operating results and cash flows;
•competition with established competitors in the packaging and test business, the internal capabilities of integrated device manufacturers and new competitors, including foundries and contract manufacturers;
•our substantial investments in equipment and facilities to support the demand of our customers;
•warranty claims, product return and liability risks, and the risk of negative publicity if our products fail, as well as the risk of litigation incident to our business;
•difficulty achieving the relatively high-capacity utilization rates necessary to realize satisfactory gross margins given our high percentage of fixed costs;
•our absence of backlog and the short-term nature of our customers’ commitments;
•the historical downward pressure on the prices of our packaging and test services;
•fluctuations in our manufacturing yields;
•a downturn or lower sales to customers in the automotive industry;
•dependence on key customers or concentration of customers in certain end markets, such as mobile communications and automotive;
•difficulty funding our liquidity needs;
•challenges with integrating diverse operations;
•dependence on international factories and operations and risks relating to trade restrictions and regional conflict, including restrictive trade barriers, export controls, tariffs, customs and duties;
•our ability to develop new proprietary technology, protect our proprietary technology, operate without infringing the proprietary rights of others and implement new technologies;
•our continuing development and implementation of changes to, and maintenance and security of, our information technology systems;
•restrictive covenants in the indentures and agreements governing our current and future indebtedness;
•our substantial indebtedness;
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•fluctuations in interest rates and changes in credit risk;
•the ability of certain of our stockholders to effectively determine or substantially influence the outcome of matters requiring stockholder approval;
•the possibility that we may decrease or suspend our quarterly dividend;
•difficulty attracting, retaining or replacing qualified personnel;
•maintaining an effective system of internal controls;
•any changes in tax laws, taxing authorities not agreeing with our interpretation of applicable tax laws, including whether we continue to qualify for conditional reduced tax rates, or any requirements to establish or adjust valuation allowances on deferred tax assets;
•environmental, health and safety liabilities and expenditures;
•conditions and obligations in connection with the receipt of government awards and incentives; and
•natural disasters and other calamities, health conditions or pandemics, political instability, hostilities or other disruptions.
Other important risk factors that could affect the outcome of the events set forth in these statements and that could affect our operating results and financial condition are discussed in the company’s Annual Report on Form 10-K for the year ended December 31, 2024 (the “Form 10-K”) and from time to time in our other reports filed with or furnished to the Securities and Exchange Commission (“SEC”). You should carefully consider the trends, risks and uncertainties described in this press release, the Form 10-K and other reports filed with or furnished to the SEC before making any investment decision with respect to our securities. If any of these trends, risks or uncertainties continues or occurs, our business, financial condition or operating results could be materially and adversely affected, the trading prices of our securities could decline, and you could lose part or all of your investment. All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by this cautionary statement. We assume no obligation to review or update any forward-looking statements to reflect events or circumstances occurring after the date of this press release except as may be required by applicable law.
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