0000867773SUNPOWER CORPfalse00008677732024-07-242024-07-24


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): July 24, 2024
 
SunPower Corporation
(Exact name of registrant as specified in its charter)
 
001-34166
(Commission File Number)
 
Delaware94-3008969
(State or other jurisdiction
of incorporation)		(I.R.S. Employer
Identification No.)

880 Harbour Way South, Suite 600, Richmond, California 94804
(Address of principal executive offices, with zip code)

(408) 240-5500
(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 (see General Instruction A.2. below):

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading SymbolName of exchange on which registered
Common Stock, $0.001 par value per shareSPWRThe Nasdaq Stock Market LLC
Indicate by check mark whether the registrant is an emerging growth company 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. ☐



Item 5.02.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

SunPower Corporation, a Delaware corporation (the “Company”), entered into retention bonus letters with the named executive officers on the dates and in the amounts set forth in the table below (the “Retention Bonuses”). The Retention Bonuses were pre-paid to the named executive officers on July 26, 2024, and are required to be repaid if the named executive officer’s employment is terminated by the Company for cause or by the named executive officer (other than due to death or disability) prior to the applicable vesting date identified below. The descriptions of the Retention Bonuses are qualified in their entirety by the terms of the respective bonus letters, copies of which are attached hereto as Exhibit 10.1 and 10.2 and are incorporated herein by reference.
Named Executive Officer
Letter DateRetention Bonus Amount ($)Vesting Date
Elizabeth Eby
July 25, 2024$97,000September 30, 2024
Eileen Evans
July 24, 2024$373,000January 31, 2025
Item 9.01.
Financial Statements and Exhibits.

(d) Exhibits



SIGNATURE

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.
 
SUNPOWER CORPORATION
July 29, 2024By:
/S/ ELIZABETH EBY
Name:
Elizabeth Eby
Title:
Executive Vice President and
Chief Financial Officer



Exhibit 10.1
SUNPOWER®

Personal and Confidential
July 24, 2024
Elizabeth Eby
Re: Retention Bonus
Dear Beth:
On behalf of SunPower Corporation, or SunPower Corporation, Systems (the “Company”), I am pleased to offer you an opportunity to receive a retention bonus of $97,000.00 (the “Retention Bonus”) if you agree to the terms and conditions of this letter agreement (this “Agreement”). To receive this Retention Bonus, you must execute this Agreement through DocuSign by no later than July 25, 2024. Unless otherwise defined herein, all terms used herein with their initial letter capitalized shall have the meanings given to such terms in Section 3.
1. Retention Bonus. Subject to the terms and conditions set forth herein, you will be paid the Retention Bonus in a cash lump sum payment on July 26, 2024.
2. Vesting/Repayment Conditions. Your Retention Bonus will vest and no longer be subject to repayment on the applicable Vesting Date if you are employed by the Company Group on that date. In addition, your Retention Bonus will fully vest and no longer be subject to repayment on the date of your Qualifying Termination before the Vesting Date. In the event of your Non-Qualifying Termination before the Vesting Date, you agree to repay 100% of the After-Tax Value of your Retention Bonus within 20 days after such termination.
3. Definitions. For purposes of this Agreement:
“After-Tax Value” means the portion of your Retention Bonus required to be repaid under Section 2(b) net of any taxes withheld or paid in respect thereof. The Company shall determine the After-Tax Value, which determination shall be final, conclusive and binding for all purposes hereunder.
“Cause” means (i) refusing to perform your job duties, (ii) your violation of a material company policy or (iii) your willful misconduct.
“Company Group” means the Company and its direct and indirect subsidiaries.
“Non-Qualifying Termination” means any termination of your employment with the Company Group that is not considered to be a Qualifying Termination.
“Qualifying Termination” means the termination of your employment with the Company Group (i) by the Company for a reason other than Cause, (ii) due to your disability or (iii) due to your death if, and only if, in the case of any termination pursuant to clauses (i) or (ii), you execute a release of employment related claims in a form to be provided by the Company (the “Release”) within the time provided by the Company to do so, and you do not revoke such Release within any time provided by the Company to do so.
“Vesting Date” means September 30, 2024.


4. Withholding Taxes. All amounts to be paid hereunder shall be subject to and reduced by the amount of all applicable income, employment and other taxes required to be withheld by the Company or any other member of the Company Group under applicable law.
5. No Right to Continued Employment. Nothing in this Agreement will confer upon you any right to continued employment with the Company or any member of the Company Group (or any of their respective successors) or interfere in any way with the right of the Company or any member of the Company Group (or any of their respective successors) to terminate your employment at any time or for any reason or to change the terms of your employment in any manner.
6. Other Benefits. The Retention Bonus is a special payment to you and will not be taken into account in computing the amount of salary or compensation for purposes of determining any bonus, incentive, pension, retirement, death or other benefit under any other bonus, incentive, pension, retirement, insurance or other employee benefit plan of any member of the Company Group, unless such plan or agreement expressly provides otherwise.
7. Governing Law. This Agreement will be governed by, and construed under and in accordance with, the internal laws of the State of Delaware, without reference to rules relating to conflicts of laws.
8. Entire Agreement; Amendment. This Agreement constitutes the entire agreement between you and the Company with respect to the Retention Bonus and supersedes any and all prior agreements or understandings between you and the Company with respect to the Retention Bonus, whether written or oral. This Agreement may be amended or modified only by a written instrument executed by you and the Company.
This Agreement is intended to be a binding obligation on you and the Company. If this Agreement accurately reflects your understanding as to the terms and conditions of the Retention Bonus, please DocuSign. You should keep a copy of the executed Agreement for your records.
Very truly yours,
SunPower
By:
/S/ TOM WERNER
Name:
Tom Werner
Title:
Chairman of the Board

ACKNOWLEDGED AND AGREED:
/S/ ELIZABETH EBY
Elizabeth Eby
Date: 7/25/2024

Exhibit 10.2
SUNPOWER®

Personal and Confidential
July 24, 2024
Eileen Evans
Re: Retention Bonus
Dear Eileen:
On behalf of SunPower Corporation, or SunPower Corporation, Systems (the “Company”), I am pleased to offer you an opportunity to receive a retention bonus of $373,000.00 (the “Retention Bonus”) if you agree to the terms and conditions of this letter agreement (this “Agreement”). To receive this Retention Bonus, you must execute this Agreement through DocuSign by no later than July 25, 2024. Unless otherwise defined herein, all terms used herein with their initial letter capitalized shall have the meanings given to such terms in Section 3.
1. Retention Bonus. Subject to the terms and conditions set forth herein, you will be paid the Retention Bonus in a cash lump sum payment on July 26, 2024.
2. Vesting/Repayment Conditions. Your Retention Bonus will vest and no longer be subject to repayment on the applicable Vesting Date if you are employed by the Company Group on that date. In addition, your Retention Bonus will fully vest and no longer be subject to repayment on the date of your Qualifying Termination before the Vesting Date. In the event of your Non-Qualifying Termination before the Vesting Date, you agree to repay 100% of the After-Tax Value of your Retention Bonus within 20 days after such termination.
3. Definitions. For purposes of this Agreement:
“After-Tax Value” means the portion of your Retention Bonus required to be repaid under Section 2(b) net of any taxes withheld or paid in respect thereof. The Company shall determine the After-Tax Value, which determination shall be final, conclusive and binding for all purposes hereunder.
“Cause” means (i) refusing to perform your job duties, (ii) your violation of a material company policy or (iii) your willful misconduct.
“Company Group” means the Company and its direct and indirect subsidiaries.
“Non-Qualifying Termination” means any termination of your employment with the Company Group that is not considered to be a Qualifying Termination.
“Qualifying Termination” means the termination of your employment with the Company Group (i) by the Company for a reason other than Cause, (ii) due to your disability or (iii) due to your death if, and only if, in the case of any termination pursuant to clauses (i) or (ii), you execute a release of employment related claims in a form to be provided by the Company (the “Release”) within the time provided by the Company to do so, and you do not revoke such Release within any time provided by the Company to do so.
“Vesting Date” means January 31, 2025.


4. Withholding Taxes. All amounts to be paid hereunder shall be subject to and reduced by the amount of all applicable income, employment and other taxes required to be withheld by the Company or any other member of the Company Group under applicable law.
5. No Right to Continued Employment. Nothing in this Agreement will confer upon you any right to continued employment with the Company or any member of the Company Group (or any of their respective successors) or interfere in any way with the right of the Company or any member of the Company Group (or any of their respective successors) to terminate your employment at any time or for any reason or to change the terms of your employment in any manner.
6. Other Benefits. The Retention Bonus is a special payment to you and will not be taken into account in computing the amount of salary or compensation for purposes of determining any bonus, incentive, pension, retirement, death or other benefit under any other bonus, incentive, pension, retirement, insurance or other employee benefit plan of any member of the Company Group, unless such plan or agreement expressly provides otherwise.
7. Governing Law. This Agreement will be governed by, and construed under and in accordance with, the internal laws of the State of Delaware, without reference to rules relating to conflicts of laws.
8. Entire Agreement; Amendment. This Agreement constitutes the entire agreement between you and the Company with respect to the Retention Bonus and supersedes any and all prior agreements or understandings between you and the Company with respect to the Retention Bonus, whether written or oral. This Agreement may be amended or modified only by a written instrument executed by you and the Company.
This Agreement is intended to be a binding obligation on you and the Company. If this Agreement accurately reflects your understanding as to the terms and conditions of the Retention Bonus, please DocuSign. You should keep a copy of the executed Agreement for your records.
Very truly yours,
SunPower
By:
/S/ TOM WERNER
Name:
Tom Werner
Title:
Chairman of the Board

ACKNOWLEDGED AND AGREED:
/S/ EILEEN EVANS
Eileen Evans
Date: 7/24/2024

v3.24.2
Document and Entity Information Document
Jul. 24, 2024
Entity Information [Line Items]  
Document Type 8-K
Document Period End Date Jul. 24, 2024
Entity File Number 001-34166
Entity Incorporation, State or Country Code DE
Entity Tax Identification Number 94-3008969
Entity Address, Address Line One 880 Harbour Way South
Entity Address, Address Line Two Suite 600
Entity Address, City or Town Richmond
Entity Address, State or Province CA
Entity Address, Postal Zip Code 94804
City Area Code 408
Local Phone Number 240-5500
Title of 12(b) Security Common Stock, $0.001 par value per share
Trading Symbol SPWR
Security Exchange Name NASDAQ
Entity Emerging Growth Company false
Entity Central Index Key 0000867773
Entity Registrant Name SUNPOWER CORP
Amendment Flag false
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
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