DEF 14A of GCT Semiconductor Holding, Inc., Aug 3, 2026

DEF 14A of GCT Semiconductor Holding, Inc.

Filed Aug 3, 2026 · FY20250001193125-26-330575

Open on EDGAR

  1. Table of Contents

    | Questions and Answers | 1 | | Proposal 1 - Election of Directors | 6 | | Director Compensation | 10 | | Corporate Governance | 13 | | Certain Relationships and Related Person Transactions | 20 | | Executive Officers | 26 | | Executive Compensation | 27 | | Security Ownership of Certain Beneficial Owners and Management | 31 | | Proposal 2 - Ratification of Appointment of Independent Registered Public Accounting Firm | 33 | | Principal Accountant Fees and Services | 33 | | Report of the Audit Committee | 34 | | Where You Can Find More Information | 35 | | Incorporation by Reference – Form 10-K | 35 | | Other Matters | 35 |

  2. Proposal 1 - Election of Directors

    Proposal 1 - Election of Directors Pursuant to our certificate of incorporation and bylaws, our Board is divided into three classes with staggered three-year terms. The total number of authorized directors on our Board is currently fixed at seven. Our Board consists of two Class I directors — Nelson C. Chan and Dr. Kukjin Chun; two Class II directors — Robert J. Barker and Hyunsoo Shin; and three Class III directors — Dr. Kyeongho Lee, John Schlaefer, and Jeff Tuder. The Class II, Class III and Class I directors will serve until our annual meetings of stockholders to be held in 2026, 2027, and 2028, respectively, or until the director’s successor is duly elected and qualified or until the director’s earlier death, resignation, disqualification, or removal. Upon the recommendation of the Nominating and Corporate Governance Committee, our Board has nominated Robert J. Barker and Hyunsoo Shin as Class II directors at the Annual Meeting. Robert J. Barker and Hyunsoo Shin are current Class II directors and standing for re-election at the Annual Meeting. Stockholders cannot submit proxies voting for a greater number of persons than the two nominees named in this Proposal 1. Each director to be elected will hold office until the annual meeting of stockholders to be held in 2029 and until their successor is elected and qualified or until the director’s death, retirement, resignation, or removal. Each nominee is currently a director of GCT and has agreed to serve if elected, and we have no reason to believe that any nominee will be unable to serve. There are no family relationships between any of our directors, nominees, or executive officers. There are also no arrangements or understandings between any director, nominee, or executive officer and any other person pursuant to which the person has been or will be selected as a director or executive officer.

  3. Nominees for Class II Directors

    Nominees for Class II Directors

  4. Nominees for Class II Directors

    | Name | Age | Class | Position | | Robert J. Barker | 80 | II | Audit Committee Chair, Compensation Committee Member, and Nominating and Corporate Governance Committee Chair | | Hyunsoo Shin | 71 | II | Audit Committee Member |

  5. Nominees for Class II Directors

    Robert J. Barker has been a member of our Board since March 2024 and, prior to the business combination on March 26, 2024 (the “Business Combination”) had served as a member of GCT’s board of directors since April 2011, and served as Chairman of the Audit Committee since 2013. From August 2018 to present, Mr. Barker has served as Vice President of Finance and Chief Financial Officer at AIStorm, Inc., a semiconductor company focused on Artificial Intelligence solutions. He has also served as the Corporate Secretary of Linear Dimensions Semiconductor, Inc. from 2016 to current. Both companies are privately held. From October 1999 to January 2010, Mr. Barker was Vice President of Corporate Business Development at Micrel, Incorporated (“Micrel”), a semiconductor company focused on developing analog power integrated circuits. Mr. Barker was Vice President of Human Resources at Micrel from February 2008 to January 2010. From October 2008 to January 2009, Mr. Barker served as Interim Vice President of Finance and Chief Financial Officer of Micrel. Mr. Barker also served as Micrel’s Secretary from May 2000 to May 2001 and was reappointed as Secretary in February of 2009. From April 1994 to September 1999, Mr. Barker was Vice President of Finance and Chief Financial Officer of Micrel. Prior to that, Mr. Barker was Vice President of Finance and Secretary of Waferscale Integration, Inc., a fabless semiconductor manufacturer focused on non-volatile memory products. Mr. Barker also held various accounting and financial positions at Monolithic Memories and Lockheed Missiles and Space Co. Mr. Barker holds a B.S. in Electrical Engineering and an M.B.A. from the University of California at Los Angeles. We believe that Mr. Barker is qualified to serve on our Board based on his extensive experience and skills in corporate finance, public company accounting, and SEC reporting and financial management matters. Hyunsoo “Hans” Shin has been a member of our Board since March 2024 and, prior to the Business Combination had served as a member of GCT’s board since 2022. He offers extensive expertise in business development and management, having served as Advisor to CJ Corporation from Oct 2022 to Oct 2024. Prior, Mr. Shin was the CEO of CJ America, supporting and guiding all the CJ affiliates in North and South America since 2020. From 2016 to 2019, Mr. Shin was the Executive Vice President, Head of Global Food Business at CJ Cheil-Jedang, where he was responsible for all profits and losses of the processed food business outside Korea. From 2013 to 2015, he served as CEO for CJ Foods in Los Angeles. Mr. Shin served as President of Kellogg Asia from 2002 to 2009 after having served as President of Nhong Shim Kellogg from 1999 to 2002. From 1991 to 1998, he worked for Pepsi-Cola International as President (1995-1998) and Marketing Director (1992-1995) of Pepsi-Cola Korea. From 1984 to 1989, he held various positions at Hyundai Electronics America such as National Sales Manager, Marketing Director and Semiconductor Foundry & Assembly Sales Manager. Mr. Shin holds a M.S. in Management from Sloan School of Management of the Massachusetts Institute of Technology (MIT), and a B.S. in Economics from Seoul National University. We believe Mr. Shin is qualified to serve on our Board based on his extensive international business development and management experience.

  6. Continuing Directors

    Continuing Directors

  7. Continuing Directors

    | Name | Age | Class | Term Expires at Annual Meeting in this Year | Position | | Dr. Kyeongho Lee | 56 | III | 2027 | Chairman of the Board, Compensation Committee Chair, and Nominating and Corporate Governance Committee Member | | John Schlaefer | 62 | III | 2027 | President and Chief Executive Officer | | Jeff Tuder | 53 | III | 2027 | Compensation Committee Member | | Nelson C. Chan | 65 | I | 2028 | Nominating and Corporate Governance Committee Member | | Dr. Kukjin Chun | 71 | I | 2028 | Audit Committee Member |

  8. Continuing Directors

    Kyeongho Lee, Ph.D. is the Chairman of our Board and is a co-founder of the Company and, prior to the Business Combination had served as a Chairman of GCT’s board of directors since 2000. Since 2002, Dr. Lee has served as a member of the board of directors of Anapass, Inc., a Korean Stock Exchange (“KOSDAQ”) listed fabless semiconductor company that supplies advanced panel controller solutions. From 1995 to 1998, Dr. Lee served as a member of the technical staff at Silicon Image Inc., a provider of advanced, interoperable connectivity solutions for high-definition displays. As a member of Silicon Image’s engineering division, Dr. Lee created and patented the technology for the PanelLink flat panel display, which was adopted as the worldwide standards known as DVI and HDMI. Dr. Lee holds 17 U.S. patents on RF direct conversion and other RF design techniques, which laid the foundation for the development of GCT’s proprietary CMOS RF and single-chip technology. Dr. Lee holds a B.S., M.S. and Ph.D. in Electrical Engineering from Seoul National University, where he was granted the Distinguished Dissertation award for his Ph.D. thesis on CMOS RF technology. We believe that Dr. Lee is qualified to serve on our Board based on his substantial business, leadership, and management experience in the semiconductor sector and his knowledge and experience with the Company’s business operations. John Schlaefer is our Chief Executive Officer and President and a member of our Board and, prior to the Business Combination served as Chief Executive Officer of GCT since December 2012, as Chief Operating Officer from 2006 to 2012 and as a member of the board of directors. Mr. Schlaefer also previously served as a Product Line Director at National Semiconductor Corporation from 2001 to 2006. From 1994 to 2000, Mr. Schlaefer held a variety of marketing and business development positions at National Semiconductor Corporation. Prior to joining National Semiconductor Corporation, Mr. Schlaefer was a Program Manager at Watkins Johnson Company from 1987 to 1993. Mr. Schlaefer holds a B.S. and an M.S. in Electrical Engineering from Stanford University, and an MBA with an Emphasis in Finance and General Management from the University of California at Berkeley. We believe that Mr. Schlaefer is qualified to serve on our Board based on his substantial business, leadership, and management experience in the semiconductor sector. Jeff Tuder has been a member of our Board since March 2024. Mr. Tuder is the Founder and Managing Member of Tremson Capital Management, LLC (“Tremson”) since April 2015, is an Operating Partner of Atlas Merchant Capital and is also Chief Executive Officer of Concord Acquisition Corp II and Chief Financial Officer of Digital and Space Asset Acquisition Corp (NASDAQ: DAAQ and SAAQ, respectively). Prior to founding Tremson, he held investment roles at Fortress Investment Group, JHL Capital Group, KSA Capital Management and CapitalSource Finance. Mr. Tuder began his career at Nassau Capital and ABS Capital Partners. Mr. Tuder currently serves on the boards of directors of Inseego Corp (NASDAQ: INSG) where he is Chairman of the Board and Audit Committee, Hyperliquid Securities, Inc. (NASDAQ: PURR), IQM Quantum Computers (NASDAQ: IQMX) where he is Chairman of the Audit Committee, as well as DAAQ. Mr. Tuder previously served on the board of directors of a number of other public and private companies. Mr. Tuder received a Bachelor of Arts degree from Yale College. We believe Mr. Tuder is qualified to serve on our Board based on his extensive experience in corporate governance, financing and management of public companies, as well as his skills and expertise in strategic and investment transactions. Nelson C. Chan has been a member of our Board since March 2024. Mr. Chan has been the Chair of the Synaptics Incorporated (“Synaptics”) board since October 2018 and a director of the Synaptics since February 2007. From December 2006 until August 2008, Mr. Chan served as the Chief Executive Officer of Magellan Corporation, a leader in the consumer, survey, GIS, and OEM GPS navigation and positioning markets. From 1992 through 2006, Mr. Chan served in various senior management positions with SanDisk Corporation, a global leader in flash memory cards, including as Executive Vice President and General Manager, Consumer Business. From 1983 to 1992, Mr. Chan held marketing and engineering positions at Chips and Technologies, Signetics, and Delco Electronics. Mr. Chan is a member of the board of directors, the Audit Committee, and the Nominating and Governance Committee of Deckers Outdoor Corporation, a NYSE-listed company, which is a footwear, apparel and accessories designer and distributor, and a member of the board of directors, the Audit Committee, and the Nominating and Governance Committee of Twist Bioscience, a Nasdaq-listed company, which manufactures synthetic DNA. Mr. Chan also currently serves on the boards of directors of several private companies. Previously, Mr. Chan was Chair of the board of directors, Chair of the Compensation Committee, member of the Audit Committee and member of the Nominating and Corporate Governance Committee of Adesto Technologies, a Nasdaq-listed company, from 2010 to June 2020, prior to its acquisition by Dialog Semiconductor plc, a member of the board of directors, Chair of the Compensation Committee and member of the Nominating and Corporate Governance committee of Socket Mobile, a Nasdaq-listed company, from 2016 to 2019, a member of the board of directors of Silicon Laboratories, Inc., a Nasdaq-listed company, from 2007 to 2010, a member of the board of directors, Chair of the Audit Committee and member of the Compensation Committee of Affymetrix, from 2010 to 2016, prior to its acquisition by Thermo Fisher, and a member of the board of directors and Chair of the board of directors from June 2013 to September 2016 of Outerwall, a Nasdaq-listed company, prior to its acquisition by Apollo Global Management, a private equity firm. Mr. Chan holds a Bachelor of Science degree in Electrical and Computer Engineering from the University of California at Santa Barbara and a Master’s degree in Business Administration from Santa Clara University. We believe that Mr. Chan is qualified to serve on our Board based on his corporate finance experience and his previous experience on boards of directors of public traded companies in the technology industry, as well as his knowledge and skills in corporate governance and strategic transactions. Kukjin Chun, Ph.D. has been a member of our Board since March 2024 and, prior to the Business Combination had served as a member of GCT’s board since 2022. Dr. Chun offers extensive expertise in electrical and electronics engineering, serving as Professor of Electrical and Computer Engineering at Seoul National University from 1989 to 2020, and Assistant Professor in the Electrical Engineering Department as WSU from 1986 to 1989. Since 1989, he held several positions at Seoul National University such as Head of the department of EECS and Director of the Microsystem Technology Center. Dr. Chun is a member of the National Academy of Engineering of Korea and a Fellow at the Institute of Physics in the United Kingdom as well as a Fellow at the Institute of Electrical and Electronics Engineers (IEEE). He has served in various positions with IEEE such as Vice-President, Member of Geographical Activity; Member of the board of directors; and Member on several committees such as Audit, Sections Congress Organizing and MGA Award. Among numerous awards, Dr. Chun has earned the Order of Science and Technology Merit of Korea. Dr. Chun holds a B.S. in Electrical Engineering from Seoul National University, as well as a M.S. and Ph.D. in Electrical Engineering from the University of Michigan.

  9. Continuing Directors

    We believe Dr. Chun is qualified to serve on our Board based on his extensive electrical and electronics engineering experience and his scientific knowledge of semiconductor design and manufacturing.

  10. Director Compensation

    Director Compensation

  11. Nonemployee Director Compensation Policy

    Nonemployee Director Compensation Policy The following table sets forth the compensation awarded to, earned by or paid to Messrs. Robert J. Barker, Dr. Kukjin Chun, Hyunsoo Shin, Dr. Kyeongho Lee, Jeff Tuder and Nelson C. Chan for services as our non-employee directors during 2025.

  12. Nonemployee Director Compensation Policy

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Total ($) | | Robert J. Barker | $70,000(2) | $110,000 | $180,000 | | Dr. Kukjin Chun | $52,500(3) | $110,000 | $162,500 | | Hyunsoo Shin | $52,500(4) | $110,000 | $162,500 | | Dr. Kyeongho Lee | $55,000(5) | $110,000 | $165,000 | | Jeff Tuder | $52,500(6) | $110,000 | $162,500 | | Nelson C. Chan | $52,500(7) | $110,000 | $162,500 |

  13. Nonemployee Director Compensation Policy

    (1) Represents the grant date value of the restricted stock unit award granted to each non-employee director on May 7, 2025. The number of shares subject to, and issuable under the award upon vesting, is determined on the last day of each quarter during the period April 1, 2025 through March 31, 2026, by dividing $27,500 by the fair market value per share of the Company’s Common Stock as of the last day of the applicable quarter, rounded down the nearest whole share. See “Equity Awards” below for additional detail regarding the awards. The fair market value was $1.49 on June 30, 2025 (representing 18,456 shares), $1.52 on September 30, 2025 (representing 18,092 shares), $1.20 on December 31, 2025 (representing 22,916 shares) and $1.14 on March 31, 2026 (representing 24,122 shares). The restricted stock unit awards vested on March 31, 2026 and shares that vested were issued on April 1, 2026, subject to any deferral election as described in “Equity Awards”. (2) Mr. Barker received $40,000 regular board retainer fees, $5,000 Compensation Committee member fees, $15,000 Audit Committee chairman fees, and $10,000 Nominating & Corporate Governance Committee chairman fees collectively for the year ended December 31, 2025. (3) Dr. Kukjin Chun received $45,000 regular board retainer fees and $7,500 Audit Committee member fees collectively for the year ended December 31, 2025. (4) Mr. Hyunsoo Shin received $45,000 regular board retainer fees and $7,500 Audit Committee member fees collectively for the year ended December 31, 2025. (5) Dr. Kyeongho Lee received $40,000 regular board retainer fees, $10,000 Compensation Committee chairman fees, and $5,000 Nominating & Corporate Governance committee member fees for the year ended December 31, 2025. (6) Mr. Jeff Tuder received $47,500 regular board retainer fees and $5,000 Compensation Committee member fees for the year ended December 31, 2025. (7) Mr. Nelson C. Chan received $47,500 regular board retainer fees, and $5,000 Nominating & Corporate Governance member fees for the year ended December 31, 2025.

  14. Summary Compensation Table

    Summary Compensation Table The following table sets forth information concerning the compensation of our named executive officers or “NEOs”, as defined under SEC rules, during the years ended December 31, 2025, and 2024.

  15. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Deferred Compensation Earnings ($) | Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) | | John Schlaefer | 2025 | $380,500 | — | $122,250(1) | — | — | — | $12,611(2) | $515,361 | | Chief Executive Officer | 2024 | $380,500 | — | — | — | — | — | $12,683(3) | $393,183 | | Edmond Cheng(4) | 2025 | $285,831 | — | $122,250(5) | — | — | — | $10,174(6) | $418,255 | | Chief Financial Officer | 2024 | $224,712(7) | $25,000(8) | $262,960(9) | — | — | — | $8,063(10) | $520,735 | | Alex Sum | 2025 | $303,100 | — | $122,250(11) | — | — | — | $8,961(12) | $434,311 | | Sr. VP of Sales and Marketing | 2024 | $303,100 | — | — | — | — | — | $9,043(13) | $312,143 |

  16. Summary Compensation Table

    (1) Amount reflects the grant date fair value of restricted stock units calculated in accordance with FASB ASC Topic 718. On September 19, 2025, Mr. Schlaefer received an award of 75,000 restricted stock units under the Company’s 2024 Omnibus Incentive Compensation Plan (the “2024 Plan”). The fair value of the restricted stock units is based on the market price of the Company’s Common Stock on the date of grant, which was $1.63. The restricted stock units vest in equal annual installments over a four (4) year period of service measured from September 19, 2025, subject to the terms of the award agreement. (2) Amount reflects 401(k) plan matching benefit of $10,631 and group term life insurance premium of $1,980. (3) Amount reflects 401(k) plan matching benefit of $10,703 and group term life insurance premium of $1,980. (4) Mr. Cheng commenced employment with the Company on March 18, 2024. (5) Amount reflects the grant date fair value of restricted stock units calculated in accordance with FASB ASC Topic 718. On September 19, 2025, Mr. Cheng received an award of 75,000 restricted stock units under the Company’s 2024 Plan. The fair value of the restricted stock units is based on the market price of the Company’s Common Stock on the date of grant, which was $1.63. The restricted stock units vest in equal annual installments over a four (4) year period of service measured from September 19, 2025, subject to the terms of the award agreement. (6) Amount reflects 401(k) plan matching benefit of $8,194 and group term life insurance premium of $1,980. (7) Mr. Cheng’s 2024 salary reflects the amount he earned in 2024 beginning on his hire date on March 18, 2024. (8) Amount reflects a sign-on bonus paid to Mr. Cheng in May 2024. (9) Amount reflects the grant date fair value of restricted stock units calculated in accordance with FASB ASC Topic 718. On August 21, 2024, Mr. Cheng received an award of 76,000 restricted stock units under the Company’s 2024 Plan. The fair value of the restricted stock units is based on the market price of the Company’s Common Stock on the date of grant, which was $3.46. The restricted stock units vest in equal annual installments over a four (4) year period of service measured from March 18, 2024, subject to the terms of the award agreement. (10) Amount reflects 401(k) plan matching benefit of $6,413 and group term life insurance premium of $1,650. (11) Amount reflects the grant date fair value of restricted stock units calculated in accordance with FASB ASC Topic 718. On September 19, 2025, Mr. Sum received an award of 75,000 restricted stock units under the Company’s 2024 Plan. The fair value of the restricted stock units is based on the market price of the Company’s Common Stock on the date of grant, which was $1.63. The restricted stock units vest in equal annual installments over a four (4) year period of service measured from September 19, 2025, subject to the terms of the award agreement. (12) Amount reflects 401(k) plan matching benefit of $8,714 and group term life insurance premium of $247. Amount reflects 401(k) plan matching benefit of $8,796 and group term life insurance premium of $247.

  17. Outstanding Equity Awards at 2025 Fiscal Year-End

    Outstanding Equity Awards at 2025 Fiscal Year-End The following table sets forth information concerning outstanding equity awards for each of the NEOs as of the end of the fiscal year ended December 31, 2025.

  18. Outstanding Equity Awards at 2025 Fiscal Year-End

    | | Option Awards | | | | Stock Awards | | | Name | Number of securities underlying unexercised stock options (#) exercisable | Number of securities underlying unexercised stock options (#) unexercisable | Stock option exercise price ($) | Stock option expiration date | Number of shares of units of stock that have not vested (#) | Market value of shares or units of stock that have not vested ($)(1) | | John Schlaefer | 28,191(2) | — | $0.11/share | 03/14/2028 | 6,402(3) | $7,682 | | Chief Executive | 21,533(4) | — | $0.11/share | 04/19/2029 | 75,000(5) | $90,000 | | Officer | 50,425(6) | — | $0.11/share | 06/08/2030 | | | | Edmond Cheng | — | — | — | — | 57,000(7) | $68,400 | | Chief Financial | | | | | 75,000(5) | $90,000 | | Officer | | | | | | | | Alex Sum | 13,820(2) | — | $0.11/share | 03/14/2028 | 2,670(3) | $3,204 | | Sr. VP of Sales | 13,540(4) | — | $0.11/share | 04/19/2029 | 75,000(5) | $90,000 | | and Marketing | 9,338(6) | — | $0.11/share | 06/08/2030 | | |

  19. Outstanding Equity Awards at 2025 Fiscal Year-End

    (1) Represents the aggregate market value of the shares subject to the award calculated using the closing price of the Company’s Common Stock on December 31, 2025, which was $1.20. (2) The option was granted on March 14, 2018 and vests with respect to twenty-five percent (25%) of the option upon completion of one (1) year of service measured from the vesting commencement date, and for the balance of the option in a series of thirty-six (36) successive equal monthly installments upon completion of each additional month of service over the thirty-six (36) month period measured from the first anniversary of the vesting commencement date. (3) The restricted stock units were granted on December 11, 2023 and vest in equal annual installments over a four (4) year period measured from December 11, 2023, subject to the terms of the award agreement. (4) The option was granted on April 19, 2019 and vests with respect to twenty-five percent (25%) of the option upon completion of one (1) year of service measured from the vesting commencement date, and for the balance of the option in a series of thirty-six (36) successive equal monthly installments upon completion of each additional month of service over the thirty-six (36) month period measured from the first anniversary of the vesting commencement date. (5) The restricted stock units were granted on September 19, 2025 and vest in equal annual installments over a four (4) year period measured from September 19, 2025, subject to the terms of the award agreement. (6) The option was granted on June 8, 2020 and vests with respect to twenty-five percent (25%) of the option upon completion of one (1) year of service measured from the vesting commencement date, and for the balance of the option in a series of thirty-six (36) successive equal monthly installments upon completion of each additional month of service over the thirty-six (36) month period measured from the first anniversary of the vesting commencement date. The restricted stock units were granted on August 21, 2024 and vest in equal annual installments over a four (4) year period measured from March 18, 2024, subject to the terms of the award agreement.

  20. Termination or Change in Control Agreements

    Termination or Change in Control Agreements Below is a description of the potential payments and benefits that would be provided to the NEOs upon termination of their employment or a change of control under the 2011 and 2024 Plans and the retention plan. 2011 and 2024 Plans The awards granted under the 2011 and 2024 Plans may be assumed, substituted or continued in connection with a change of control. If not assumed, substituted or continued, then the awards will vest in full and become payable at the time of the change of control. Additionally, the NEOs are eligible to participate in the Retention Plan, which provides accelerated vesting of outstanding equity awards upon certain terminations of employment (see “Retention Plan” below). Retention Plan We have adopted an executive retention plan, pursuant to which each of our NEOs is entitled to receive severance payments and benefits upon an involuntary termination of the NEO’s employment. Should the NEO’s employment be involuntarily terminated by the Company without cause or by the NEO for good reason other than during the 12-month period following a change in control, of the Company, the NEO will be entitled to receive (i) continued base salary for a period of 6 months, (ii) continued health care coverage for the NEO and the NEO’s eligible dependents for a period of 6 months, and (iii) accelerated vesting of 50% of the unvested shares subject to any outstanding equity awards. In the event that such involuntary termination occurs within 12 months following a change in control of the Company, then the NEO will be entitled to receive (i) continued base salary for a period of 12 months, (ii) continued health care coverage for the NEO and the NEO’s eligible dependents for a period of 12 months, and (iii) full accelerated vesting of outstanding equity awards. If any payment or benefit in connection with a change in control would be subject to the excise tax imposed under Section 280G of the Internal Revenue Code, then such payments or benefits will be reduced to the extent necessary to maximize the NEO’s after-tax benefits. As a condition to the severance payments and benefits, each NEO must deliver a general release of all claims against us and our affiliates.