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Item 5. OTHER INFORMATION

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Item 5. OTHER INFORMATION

Rule 10b5-1 Trading Plans Adopted by Officers and Directors During the Third Quarter

During the three months ended March 31, 2024, the following officers of the Company adopted trading plans to sell and/or gift shares of our common stock that have been or will be issued upon the vesting of RSUs, or purchased in our Employee Stock Purchase Plan, that are intended to satisfy the affirmative defense conditions set forth in Rule 10b5-1(c) under the Exchange Act. The material terms of the trading plans other than pricing conditions are set forth in the table below:

Name of OfficerTitle of OfficerDate of AdoptionDurationMaximum Number of Shares to be Sold*
Ahmad KhanPresident, Semiconductor Process ControlFebruary 20, 2024305 days**27,028
Virendra KirloskarSenior Vice President and Chief Accounting OfficerFebruary 1, 2024363 days***2,999
Brian LorigExecutive Vice President, Global Services and SupportFebruary 2, 2024389 days****11,591
Mary Beth WilkinsonExecutive Vice President, Chief Legal Officer and Corporate SecretaryFebruary 2, 2024362 days*****4,384
  • Due to pricing conditions in the trading plans, the number of shares actually sold under the trading plans may be less than the maximum number of shares that can be sold. Shares sold under plans upon the vesting of performance-based RSUs where the performance conditions have not been met at the time of plan adoption or are to be purchased in the future under our employee stock purchase plan are calculated at the maximum number of shares that may be issued, with fractional shares disregarded.

** Mr. Khan’s trading plan terminates when the last trade is placed under the plan. The last scheduled trade is on November 18, 2024; provided that if any scheduled trades are not placed because of trading conditions set forth in the plan, the trading plan will terminate on December 20, 2024.

*** Mr. Kirloskar’s trading plan terminates when the last trade is placed under the plan. The last scheduled trade is on January 2, 2025; provided that if any scheduled trades are not placed because of trading conditions set forth in the plan, the trading plan will terminate on January 28, 2025.

**** Mr. Lorig’s trading plan terminates when the last trade is placed under the plan. The last scheduled trade is on August 7, 2024; provided that if any scheduled trades are not placed because of trading conditions set forth in the plan, the trading plan will terminate on February 24, 2025.

***** Ms. Wilkinson’s trading plan terminates when the last trade is placed under the plan. The last scheduled trade is on August 5, 2024; provided that if any scheduled trades are not placed because of trading conditions set forth in the plan, the trading plan will terminate on January 28, 2025.

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