Concentrix (CNXC) 8-KEntry into a Material Definitive Agreement

On November 30, 2020, Concentrix Corporation (the “Company”) entered into a Separation and Distribution Agreement (the “Separation and Distribution Agreement”) with SYNNEX Corporation, pursuant to which SYNNEX agreed to separate the Company and its technology-infused customer experience solutions business from SYNNEX (the “Separation”) and distribute all of the issued and outstanding shares of the Company’s common stock to SYNNEX stockholders in a tax-free distribution (the “Distribution” and, together with the Separation, the “Spin-off”). The Distribution was effective at 12:01 a.m., Eastern Time, on December 1, 2020 (the “Effective Time”). SYNNEX stockholders received one share of the Company’s common stock for each share of SYNNEX common stock held as of the close of business on November 17, 2020. As a result of the Distribution, Concentrix is now an independent public company and its common stock is listed on the Nasdaq Stock Market under the symbol “CNXC.”

In addition to the Separation and Distribution Agreement, the Company, SYNNEX and certain of their respective subsidiaries also entered in several other agreements that set forth the principal actions taken or to be taken in connection with the spin-off and that govern the relationship of the parties following the Spin-Off, including the following:

•    Tax Matters Agreement, dated November 30, 2020;

•    Employee Matters Agreement, dated November 30, 2020; and

•    Commercial Agreement, dated December 1, 2020.

A summary of the material terms of these agreements can be found in the section entitled “Certain Relationships and Related Party Transactions” in the Company’s Information Statement (the “Information Statement”), which is filed as Exhibit 99.1 to this Current Report on Form 8-K, and is incorporated in this Item 1.01 by reference. The summary of each of these agreements is qualified in its entirety by reference to the full text of the agreements, which are filed as Exhibits 2.1, 10.1, 10.2, and 10.3 to this Current Report on Form 8-K and incorporated in this Item 1.01 by reference.

On November 30, 2020, the Company incurred term loan borrowings of $900 million under the Company’s previously disclosed Credit Agreement, dated October 16, 2020 (the “Credit Agreement”), and borrowings of $250 million under the Company’s previously disclosed accounts receivable securitization facility (the “Securitization Facility”). Substantially all of the proceeds from such indebtedness were transferred to SYNNEX on November 30, 2020 to eliminate debt owed by the Company to SYNNEX and in exchange for the contribution of certain Company trademarks from SYNNEX to the Company.

A summary of the terms of the Credit Facility and the Securitization Facility can be found in the section of the Information Statement entitled “Description of Material Indebtedness,”

In connection with the Spin-Off, as of immediately prior to the Effective Time, the Company’s Board of Directors (the “Board”) was increased from three directors to eight directors. Each of Christopher Caldwell, Teh-Chien Chou, LaVerne Council, Jennifer Deason, Kathryn Hayley and Kathryn Marinello was elected to the Board, and each of Dennis Polk and Ann Vezina, who had been previously elected to the Board, was re-elected to the Board by SYNNEX, as the Company’s sole stockholder, in each case effective as of immediately prior to the Effective Time. As of immediately prior to the Effective Time, Simon Leung, who had been serving as a member of the Board, ceased to be a director of the Company.

Biographical information for the Board members and a description of the Company’s non-employee director compensation program can be found in the sections of the Information Statement entitled “Board of Directors” and “Board Compensation,” respectively, which are incorporated in this Item 5.02 by reference.

Effective as of immediately prior to the Effective Time, Ms. Marinello was appointed Chairperson of the Board and members of the Board joined the standing committees of the Board as follows:

As previously announced, Ms. Vezina, who had been serving on the Audit Committee, departed from the Audit Committee effective as of immediately prior to the Effective Time.

In connection with the consummation of the Spin-Off, as of immediately prior to the Effective Time, the following individuals were appointed or re-appointed to the offices of the Company set forth opposite their names:

Biographical information for the executive officers and a description of the Company’s executive compensation program can be found in the sections of the Information Statement entitled “Management” and “Executive Compensation,” respectively, which are incorporated in this Item 5.02 by reference.

As previously disclosed, on November 24, 2020, the Company entered into an offer letter with Mr. Caldwell (the “Offer Letter”) with respect to his continued service as Chief Executive Officer of the Company following the Spin-off. A summary of the material terms of the Offer Letter can be found in Item 5.02 of the Current Report on Form 8-K filed by the Company on November 25, 2020, which is incorporated in this Item 5.02 by reference. This summary is qualified in its entirety by reference to the full text of the Offer Letter, which is filed as Exhibit 10.7 to this Current Report on Form 8-K and incorporated in this Item 5.02 by reference.

In connection with the Spin-Off, the Board approved an annual grant of restricted stock under the Incentive Plan for the 2020-2021 Board service year to each of the non-employee directors. Each annual grant will have a grant date fair market value of $125,000 prorated for the number of days from December 1, 2020 through March 17, 2021, the anniversary of the

In connection with the Spin-off, the Board approved a Change of Control Severance Plan (the “Severance Plan”) to be effective as of immediately prior to the Effective Time. The Severance Plan provides for severance benefits for eligible participants in the United States if the participant is terminated without cause within two months before or 12 months after a change of control of the Company (including a voluntary termination because of a reduction in salary or position or a relocation) and signs a standard release of claims. Mr. Caldwell, Mr. Valentine, Mr. Rosso and Mr. Richie are eligible to participate in the Severance Plan and, upon a qualifying termination, would be entitled to salary continuation at a rate equal to the average of total salary and bonus over the prior three years for a minimum of 18 months plus one month per year of employment after the eighteenth year of employment, up to a maximum of 24 months, and paid COBRA for two years. Severance payments would be delayed for six months following termination of employment to the extent required by Section 409A of the Internal Revenue Code. As a non-U.S. person, Mr. Twomey is not eligible to participate in the Severance Plan. This summary of the Severance Plan is qualified in its entirety by reference to the full text of the Severance Plan, which is filed as Exhibit 10.9 to this Current Report on Form 8-K and incorporated in this Item 5.02 by reference

Effective December 1, 2020, the Company entered into agreements with each of the executive officers and directors of the Company that provide such individuals with the right to indemnification and expense advancement when acting in his or her official capacity for the Company (each, an “Indemnification Agreement”). A summary of the material terms of these agreements can be found in the section of the Information Statement entitled “Certain Relationships and Related Party Transactions— Indemnification Arrangements,” which is incorporated in this Item 5.02 by reference. The summary of the Indemnification Agreements is qualified in its entirety by reference to the full text of the Form of Indemnification Agreement, which is filed as Exhibit 10.10 to this Current Report on Form 8-K and incorporated in this Item 5.02 by reference.

On November 25, 2020, the Company amended and restated its Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”) and, effective as of immediately prior to the Effective Time, the Company amended and restated its Bylaws (the “Amended and Restated Bylaws”). A summary of the material terms of the Amended Restated Certificate of Incorporation and the Amended and Restated Bylaws is set forth in the section of the Information Statement entitled “Description of Capital Stock,” which is incorporated in this Item 5.03 by reference. The summary of the Amended and Restated Certificate of Incorporation and the Amended and Restated Bylaws is qualified in its entirety by reference to the full text of the Amended and Restated Certificate of Incorporation and the Amended and Restated Bylaws,

In connection with the Spin-Off, the Board adopted a Code of Ethical Business Conduct, effective as of immediately prior to the Effective Time. A copy of the Company’s Code of Ethical Business Conduct is available on the Company’s website at www.concentrix.com.

On December 1, 2020, the Company issued a press release announcing the completion of the Spin-Off. A copy of the press release is filed as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated in this Item 8.01 by reference.