Under the terms of the agreement, Cypress and Rodgers have entered into a standstill and mutual non-disparagement agreement until 2019 as long as Rodgers’ nominees for the board are supported. His two nominees, Dan McCranie and Camillo Martino, were elected to the board at last week’s annual general meeting.
Rodgers has also agreed to stop the two lawsuits against the company since February and will be reimbursed his legal expenses of up to $3.5m. The lawsuits covered the former chairman, Ray Bingham, who stepped down last month, and the direction of the company.
The truce may not hold, however, as Rodgers is sceptical of plans for ‘Cypress 3.0’ to make the company more focussed on systems as the majority shareholder and his two nominees will have a strong voice on the board.
“We are pleased to have reached an agreement with T.J. Rodgers, which is a very positive and beneficial outcome for both the Company and our stockholders,” said Steve Albrecht, the new chairman of Cypress. “This allows [CEO] Hassane [El-Khoury] and the management team to focus all of their attention on accelerating the execution of our Cypress 3.0 strategy and working closely with customers to solve the problems they care about. The Cypress Board of Directors, including our newest members, Dan McCranie and Camillo Martino, are committed to providing the support and guidance to Cypress management for this next exciting phase of our company.”
“I firmly believe this agreement is in the best interest of all Cypress stakeholders, including stockholders and employees,” said Rodgers. “I fully support the Cypress Board and management team’s continuing efforts to drive Cypress forward and I am excited to see what the next few years bring.”