Michael Gennaro
ITEM 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(c) On April 30, 2008, Michael J. Gennaro, a partner at FLG Partners, LLC, a leading Silicon Valley chief financial officer services and board advisory consultancy firm, was retained as the interim Chief Financial Officer of SMART Modular Technologies (WWH), Inc. Mr. Gennaro will serve as our interim Chief Financial Officer and principal financial and accounting officer until such time as we complete our on-going search for a new Chief Financial Officer. We have retained a search firm and have begun the process of identifying qualified candidates.
Mr. Gennaro, age 57, with over 30 years of financial, operational and international experience, has been a partner at FLG Partners since December 2006. From March 2000 to January 2006, he held several positions, including Vice President - Finance and CFO, at Sylantro Systems, Inc., a provider of telecommunications software. From 1998 to 2000, Mr. Gennaro served as Vice President - Finance and CFO at Inverse Network Technology, Inc., a provider of software that measures the quality of internet service, and before that he was Vice President - Finance of Novell, Inc. (Nasdaq: NOVL), a provider of server operating systems and internet software from 1994 to 1998. He also previously served as Vice President - Finance and Chief Financial Officer of Piiceon, Inc. and Verticom, Inc. as well as held several other finance-related positions at high-tech companies. He is a former Audit Manager with Arthur Young & Company, now Ernst & Young, and is a Certified Public Accountant in California and New Jersey. Mr. Gennaro holds an M.B.A. in Accounting from Rutgers Graduate School of Business and a B.S. in Mathematics from Rutgers University.
In connection with Mr. Gennaro’s appointment as our interim Chief Financial Officer and principal financial officer, we entered into a consulting agreement with FLG Partners for the provision of Mr. Gennaro’s services. Pursuant to our consulting agreement with FLG Partners, Mr. Gennaro is required to provide services on a full time basis. For Mr. Gennaro’s services, he and FLG Partners will be paid at an annualized rate approximately equal to the total cash compensation expense that would have been incurred by us on an annual basis for our Chief Financial Officer, who resigned earlier this month. As such, we will compensate Mr. Gennaro and FLG Partners at a rate of $350 per hour, subject to a monthly cap of $61,000, unless additional hours are approved by our CEO.
Our consulting agreement with FLG Partners also requires us to indemnify Mr. Gennaro and FLG Partners in connection with the performance of services for us. Our consulting agreement has an initial term of 90 days and may be extended upon written agreement thereafter.
The foregoing description of our consulting agreement with FLG Partners for Mr. Gennaro’s services is qualified in its entirety by reference to the provisions of the agreement to be filed with our Quarterly Report on Form 10-Q for the quarter ending May 30, 2008.
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