Re: Acceleration of Certain Compensation

Exhibit 10.1

December 16, 2016

Re: Acceleration of Certain Compensation

Dear Xxxxx:

This letter memorializes our recent discussions concerning tax planning in connection with the anticipated 2017 consummation of the transactions contemplated by the Agreement and Plan and Merger, by and among Samsung Electronics Co., Ltd., Samsung Electronics America, Inc., Silk Delaware, Inc. (“Silk”), and Xxxxxx International Industries, Incorporated (the “Company”), dated as of November 14, 2016 (the “Merger Agreement”). The Company has determined, subject to your agreement to the terms set forth herein, to accelerate the vesting and payment of certain compensation that otherwise is expected to become vested and payable in future years as described herein.

Accelerated Awards. Effective no later than December 30, 2016 (the “Acceleration Date”), (i) all unvested service-vesting restricted stock unit awards (“RSUs”) granted to you by the Company shall become fully vested, and (ii) 60% of the then-unvested performance-vesting restricted stock unit awards (“PRSUs”) granted to you by the Company shall become fully vested. As of the Acceleration Date, the Company shall deliver to you a number of Shares (as defined below) that corresponds to the number of RSUs and PRSUs that vest pursuant to this paragraph, less withholding for applicable taxes (which withholding shall be determined based upon the maximum individual rates in each applicable jurisdiction). You agree that any disposition by you of any of the net Shares you receive pursuant to this paragraph prior to the first to occur of (A) the Closing Date (as defined in the Merger Agreement), (B) the date upon which the applicable RSUs or PRSUs would otherwise have vested pursuant to the terms of the applicable award (absent the acceleration contemplated hereunder), and (C) the date of your termination of employment with the Company and its affiliates shall be subject to the Company’s policies with respect to dispositions by executive officers, including the notice and prior approval requirements. You agree to make an election under Section 83(b) of the Internal Revenue Code in the form provided by the Company in respect of the Shares delivered hereunder.

Accelerated 2017 Prorated Bonus. On the Acceleration Date, you will be paid, subject to applicable tax withholding, a prorated bonus for the Company’s 2017 fiscal year of $564,041 (the “Prorated Bonus”), representing 5/6 of your target bonus. On the first to occur of the Closing Date and the date (the “2017 Bonus Payment Date”) that the Company pays annual bonuses for its 2017 fiscal year to similarly situated employees, you will be eligible to receive an additional amount equal to the excess, if any, of the prorated (i.e., if the Closing Date occurs prior to June 30, 2017) or full bonus (i.e., if the Closing Date occurs on or after June 30, 2017) that would be due to you absent the provisions of this paragraph over the Prorated Bonus payable hereunder. If the Closing Date occurs prior to May 1, 2017, your annual bonus for the portion of the 2017 fiscal year following the Closing Date will be equitably adjusted to take into account the payment of the Prorated Bonus for any overlapping portion of the 2017 fiscal year to avoid any duplication for the same period of service.

Damages. You agree that if, prior to the Closing Date (if any), your employment terminates, other than due to a Qualifying Termination (as defined below), then, within ten business days following the termination of your employment, you shall pay to the Company the RSU Amount (as defined below) and the PRSU Amount (as defined below). You further

agree that if a performance period in respect of any of your PRSUs is completed prior to the Closing Date, and it is determined that absent the accelerated vesting and settlement contemplated hereby, you would have vested in fewer PRSUs than were accelerated hereby, you shall, within ten business days following the date of settlement (the “Settlement Date”) of the applicable PRSUs for other award holders, pay to the Company the applicable PRSU Amount.

If, prior to the first to occur of the Closing Date and the 2017 Bonus Payment Date, your employment terminates, other than due to a Qualifying Termination, you shall, within ten business days following the date of such termination, pay the Company an amount equal to the after-tax value of the Prorated Bonus. In the event of your termination of employment, any obligation to pay the Company shall take into account any right you may have to a prorated bonus under any individual agreement to which you are party with the Company or Silk, and you agree that any prorated or full bonus that may become due to you in respect of the Company’s 2017 fiscal year under any such individual agreement shall be reduced (but not below zero) by the amount of the Prorated Bonus. In addition, if the 2017 Bonus Payment Date occurs prior to the Closing Date (if any), and based on actual performance your fiscal year 2017 bonus would have been less than the Prorated Bonus, you shall, within ten business days following the 2017 Bonus Payment Date, pay the Company an amount equal to the excess of the Prorated Bonus over the bonus that you would have received for the 2017 fiscal year absent this paragraph, less the amount of taxes you paid that was attributable to such excess.

Certain Definitions. For purposes hereof, the following terms shall be defined as set forth below.

“Equity Plan” means the Company’s 2012 Stock Option and Incentive Plan.

“PRSU Amount” means a cash amount equal to the product of (i) the Fair Market Value (as defined in the Equity Plan) of a Share on the applicable Settlement Date, multiplied by (ii) the net number of Shares in respect of PRSUs delivered pursuant to this letter (subject to equitable adjustment in the event of a Share Change (as defined in the Equity Plan)) in respect of the applicable PRSUs that would not have vested on the applicable Settlement Date based on actual performance. For clarity, no Share shall be included in calculation of both the RSU Amount and the PRSU Amount.

“Qualifying Termination” means a termination of your employment (i) by the Company other than for Cause (as defined in the Severance Agreement) or (ii) due to your death or Disability (as defined in the Severance Agreement).

“RSU Amount” means a cash amount equal to the product of (i) the Fair Market Value (as defined in the Equity Plan) of a Share on the date of the termination of your employment, multiplied by (ii) the net number of Shares in respect of RSUs delivered pursuant to this letter (subject to equitable adjustment in the event of a Share Change (as defined in the Equity Plan)) that would not have vested prior to or on the date of termination of your employment if not for the accelerated vesting and settlement contemplated hereby. For purposes of the preceding sentence, Xxxxxx delivered hereunder shall be determined on an award-by-award net basis, such that the amount that would not have vested shall with respect to a particular award mean the net Shares after tax withholding delivered hereunder in respect of such tranche.

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“Severance Agreement” means the Severance Agreement, dated as of October 12, 2015, between you and the Company.

“Share” has the meaning set forth in the Equity Plan.

This letter shall be governed by, and construed in accordance with, the laws of the State of Delaware without reference to its conflict of law rules.

In order to be eligible to receive the benefits contemplated by this letter, it is important that you sign this letter and return it to Xxxx Xxxxxx as soon as practicable.

Sincerely,
By:		/s/ Xxxx Xxxxxx
		Name:		Xxxx Xxxxxx
		Title:		Executive Vice President and Chief Human Resources Officer

Accepted and Acknowledged as of

this 16th day of December, 2016:

/s/ Xxxxxx X. Xxxxxxx                    

Xxxxxx X. Xxxxxxx

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