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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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(e) On July 10, 2026, TD SYNNEX Corporation (the "Company") entered into an updated offer letter with respect to the terms and conditions of David Vetter's employment with the Company as Chief Legal Officer of the Company, effective as of July 10, 2026 (the "Offer Letter").
Pursuant to the terms of the Offer Letter, Mr. Vetter continues to serve as Chief Legal Officer, reporting solely to the Company's Chief Executive Officer. Mr. Vetter receives an annual base salary of $670,000, subject to annual review, and is eligible to receive an annual incentive bonus targeted at 100% of his base salary as in effect as of the beginning of the fiscal year and prorated for any increases during such fiscal year with the actual amount of the bonus based on the achievement of performance metrics established by the Compensation Committee of the Company's Board of Directors. In addition, the Offer Letter provides that Mr. Vetter will be granted equity awards with a fair market value of approximately $1,500,000, 60% of which will be comprised of time-based vesting restricted stock and 40% of which will be comprised of performance-based vesting restricted stock units. The equity awards will be granted at the same time as annual equity grants are made to all other executive officers.
The Offer Letter also provides for certain payments to Mr. Vetter in the event of a termination without "cause" or by Mr. Vetter for "good reason" (as such terms are defined in the Offer Letter) and also in the event of a termination without "cause" or by Mr. Vetter for "good reason" in connection with a change of control of the Company. The Offer Letter contains certain restrictive covenants, including a non-solicitation provision for the benefit of the Company.
The foregoing description of the Offer Letter is qualified in its entirety by reference to the Offer Letter which is attached hereto and filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.