Dear Inphi CEO Ford Tamer,
I am writing you this letter to express how sad and disappointed I feel about Inphi taking back my unvested RSU stock compensation when selling the Memory Business and transferring me part of this sale, and to show you that you could have transferred us without us employees loosing tens of thousands of dollars.
I am one of the 70 employees transferred (as you mentioned in the press conference on June 30, 2016)
I was shocked when after you wrote in the press release on June 30 that it is a "win-win for our employees" the next day I found out that I will loose tens of thousands of dollars. (press release SEC Form 8-K,Exhibit 99.1, June 30, 2016)
Inphi only compensated us, the transferred employees, "partially" for our unvested RSU compensation, making each of us loose tens of thousands of dollars in this transfer. ("partially" as also written in transition letter, July 1st, 2016)
Ford Tamer, maybe you don't know but you could have transferred us, the memory business employees, without us loosing money if you just followed the Inphi stock incentive agreement, which states that employees should be fully compensated for unvested RSU in an acquisition (not only partially compensated):
"Generally, if we merge with or into another corporation, we will provide for full exercisability or vesting and accelerated expiration of outstanding awards or settlement of the intrinsic value of the outstanding awards in cash or cash equivalents followed by cancellation of such awards unless the awards are continued if we are the surviving entity, or assumed or substituted for by any surviving entity or a parent or subsidiary of the surviving entity." (Inphi Stock Incentive Plan SEC form S-1, March 2011)
I don't know if we, the transferred employees, have done anything wrong that made you not follow this stock incentive agreement and made us loose tens of thousands of dollars. We have worked hard many evenings, nights and weekends for many years and our work contributed to growing the memory business to the 90 millions of dollars value Inphi sold it for.
Over these years I felt encouraged by your words to work extra hours at night and weekends. Here are a few examples of your words:
"2012 has also been a stressful and difficult year, with folks working 24x7, for months on end. Again, thank you very much for all the hard work and great results." (CEO Update Letter #16, January 6, 2013)
"I have been in the Santa Clara office for the past 3 weekends, and we have the core DDR4 team present in Santa Clara and Westlake Village." "I would like to thank the DDR4 team members for all the hard work over the past 1 year+. They have been working 6-days weeks, and some of them 7-days weeks..." (CEO Update Letter #18, June 16, 2013)
"Your continued dedication and hard work, is propelling us forward." (CEO Update Letter #18, June 16, 2013)
"Thanks for the continued hard work and results. We are on our way to build a strong company." (CEO Update Letter #18, June 16, 2013)
"Thank you again for all your hard work and results! We continue to be on our way to build a strong company." (CEO Update Letter #20, August 28, 2013)
"The DDR4 team has been working incredibly hard, for the past 18 months to deliver the best DDR4 Register and Buffer in the industry. This team does not quit. This team does not give up. This team is relentless. This team will win." (CEO Update Letter #20, August 28, 2013)
"The DDR4 team has been worked relentlessly though evenings, nights, and weekends to deliver." (CEO Update Letter #20, August 28, 2013)
"Thank you for all the team members across all disciplines that have poured blood, sweat and tears over many nights on getting us to where we are. And thank you in advance for all the work that is left to do." (CEO Update Letter #20, August 28, 2013)
"These designs are a must win for Inphi. It is our #1 priority. Let's treat them as a matter of life and death." (CEO Update Letter #20, August 28, 2013)
"Thanks again for all the accomplishments to date. And thanks for all the accomplishments that have yet to come. We still have a lot of work to do. So please, do not let up." (CEO Update Letter #20, August 28, 2013)
Ford Tamer, you also told us that you will reward us for our hard work in many occasions, here is one example:
"Special thanks to the hard work by core team who has burnt midnight and weekend blood over the past 2 years. We all know who you are and we will make sure to recognize you..." (email, September 11, 2014)
Inphi compensated us for our hard work with RSU stocks, as written in RSU grant letters, which start with the phrase "In recognition and appreciation for your hard work and dedication, the Board of Directors awarded you a grant of ___ Restricted Stocks Units (RSUs)..."
I felt compensated with RSU stocks for working extra time on nights and weekends, and now I feel betrayed and disappointed that Inphi cancelled all unvested RSUs making each of us loose thousands of dollars after all this sacrifice that we have done. We contributed with our extra working hours on nights and weekends to the 90 millions of dollars Inphi received for selling the memory business, and Inphi did not even follow it's own stock incentive agreement that would have compensated us not to loosing money.
I want to tell you, Ford Tamer, that we, the employees of memory division, have sacrificed years of not being home with our families and playing with our children. The money that Inphi made us loose we could have used to buy toys for our children, take them in vacations, or pay their college tuition. We missed the most beautiful years of our children growing to spend nights and weekends working for Inphi Memory Division.
For you Ford Tamer our lost tens of thousands of dollars may not matter much since for you the value of one hundred thousand dollars $100,000 is only by how much your salary increased this year. (SEC Form 8-K,April 20,2016,DEF 14A,April 26, 2016,page 30)
For us the tens of thousands of dollars that Inphi took back from us will have a major impact in our future lives and our families future lives.
I still don't know what we employees have done wrong that upset you and not compensating us like the stock incentive agreement says, making us each loose tens of thousands of dollars.
Please forgive us if we did anything wrong over these years.
One of the sad and disappointed Memory Business transferred employee.
An Open Letter to Inphi CEO Ford Tamer for Taking Back my Unvested RSU Stock Compensation
Subject: An Open Letter to Inphi CEO Ford Tamer for Taking Back my Unvested RSU Stock Compensation
Date: 1 Dec 2016