Keysight Technologies Inc
For the period ended Mar 21, 2024. Filed Jan 29, 2024.
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Mar 21, 2024 · Filed Jan 29, 2024
KEYS$272.13+4.4%Stored close · as of Nov 6, 2026
Contents
Material Changes to the ESPP
The ESPP Amendment would provide for, among other things, the following material changes to the ESPP:
| | • Removal of Plan Term. Subject to stockholder approval, the ESPP Amendment will be effective March 21, 2024, and will continue in effect until terminated by the Board. • Removal of Evergreen. The ESPP Amendment removes the evergreen feature providing for annual increases in the number of shares reserved under the ESPP. The number of shares authorized for issuance under the ESPP will not increase. | |
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2024 Proxy Statement 111
| | • Clarification of Eligible Compensation. The ESPP Amendment clarifies that eligible compensation for purposes of the ESPP includes a participant’s base cash compensation, and to the extent such payments are an integral, recurring part of a participant’s compensation and, therefore, accurately reflect the participant’s “regular compensation,” commissions and shift premiums (or in foreign jurisdictions, equivalent cash compensation, including 13th/14th month payments or similar additional annual wage concepts under local law) paid on account of personal services render to the Company and its designated affiliates and subsidiaries. Eligible compensation excludes payment for overtime, incentive compensation (other than commissions as described above), and bonuses, with any modifications determined by the Compensation and Human Capital Committee. | |
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| | • Clarification of Date of Termination. The ESPP Amendment clarifies that whether and when a termination of employment has occurred will be determined by the Compensation and Human Capital Committee, in its sole discretion, regardless of any notice period or garden leave required under local law. | |
| | • Clarification of Treatment in Connection with Certain Leaves of Absence. The ESPP Amendment clarifies that, subject to applicable law, a participant’s participation in the ESPP will not terminate while the participant is on military leave, sick leave, or other bona fide leave of absence if the period of such leave does not exceed 3 months, or if longer, so long as the participant’s right to reemployment upon the expiration of such leave is guaranteed by contract or statute. | |
| | • Clarification of Treatment in Connection with Certain Transfers of Employment. The ESPP Amendment clarifies that if a participant transfers employment from the Company or a designated affiliate or subsidiary to an affiliate that is not a designated affiliate or subsidiary participating in either the 423 Component or Non-423 Component (in each case, as defined below) under the ESPP, the participant will immediately cease to participate in the applicable offering period and any contributions made for the offer period in which such transfer occurs will be refunded to the participant without interest, unless required by local law. | |
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