Attendees: BW, NH, TE, CF, MW, KY, FK MM, EK (guest appearance by AB). The meeting began at 2PM PDT.. NH was meeting manager and timekeeper; EK was notetaker.. Agenda Item: Review of Previous Meetings’ Action Items (MM) -. This item was completed.. Agenda Item: RBA Management Accountability and Responsibility (MM) -. This item was postponed to the next meeting.. MW gave a brief report from the last RBA project meeting regarding activities, project milestones and upcoming meetings.. Agenda Item: Phased Retirement (AB) -. AB provided a quick introduction to a Phased Retirement Program (PRP) drafted by HR.. BW said this proposed program is “modeled” after KCJ’s similar program and is designed to prevent the loss of tribal knowledge/IP when retirement-aged, experienced workers are approaching the ends of their Kyocera careers and retiring, etc. The point is to keep such employees “available” while they have the ability to add value to KII, until their successors are ready, etc.. There was extensive discussion regarding the actual design of the program and the various options for the program including the original term for allowing employees to participate, management’s ability to extend the term, capping how long employees can participate, ensuring the value add of participating employees, etc.. There was discussion regarding the pros and cons of a PRP vs. arranging such continued service through temp agencies including, but not limited to, availability of benefits, costs to KII, loss of IP, etc. There was discussion regarding the willingness of production vs. non-production employees’ willingness to participate in such a program.. The alternative of simply allowing certain employees to go part time was also discussed, and recent examples of the various approaches were mentioned.. There was discussion regarding how retaining benefits might convince certain employees to stay on in some capacity. However, the benefits come with costs. HR mentioned that the ACA requires a minimum of 25 hours/week to get benefits.. There was extensive discussion regarding how to design the PRP to attract participation, but minimize costs. The final design should not discourage participation or somehow work to the detriment of such employees (e.g., for SS purposes) if KII would truly benefit from such employees staying on in come capacity.. HR was directed to rewrite its proposed policy based on the discussion. Eligible employees will be told about the PRP as they are preparing to depart. The PRP will be rolled out on a trial basis (for 2-3 months) to get a sense of such employees’ reactions to/willingness to participate in it.. The PRP will be introduced on a limited basis to begin with.. Agenda Item: Legal Update (patents) from July Meeting (EK) -. EK said the legal update isn’t supposed to be focused on patents (as the title suggests) and that its description will change for future meetings.. On the subject of IP, NH said Kyocera is lacking a patent strategy, particularly with respect to 5G, and that we should continue to push KCJ to understand its strategy. He emphasized that KII wants to understand which company will bear the costs of pursuing the 5G patents. As it is, KII is deciding not to pursue patents in certain jurisdictions due to the associated costs. MW indicated he is very interested in KCJ’s patent strategy for GaN as well. EK committed to continue to push Takeguchi-san in KCJ L & IP for KCJ’s patent strategy.. For this item, EK asked what approach the MCM attendees would like taken as it comes up during future meetings. He said one basis for reporting could be the Quarterly Report of Material Legal Matters (FAS5 report) that is distributed each quarter to certain members already, along with KCJ and PWC. It was decided this could be a good potential starting point for the MCM report, subject to the members seeing the report. EK committed to distributing the report, subject to asking everyone protecting its confidentiality due to its sensitive/privileged information. Everyone agreed to protect the report accordingly.. Given the recent news regarding the CHIPS Act, its importance to KII, and the activities KII is currently engaged in to take advantage of it, NH suggested it should be added to the MCM agenda for the foreseeable future.. Agenda Item: Allocations for new PMP (IT & Others) (TE) -. TE said the allocations for the PMP will remain mostly the same and provided some details regarding the HQ fee, the fringe rate, Pension Plan charges, vacation accruals, group health charges, etc. He reiterated there will be no major changes and it’s been decided to keep the fringe rate at 47%.. Regarding the IT allocation, TE said he hopes that the allocation will stay the same and that no changes are contemplated for the allocation method.. TE encouraged everyone to use the PMP numbers and to review their allocations.. TE noted that the rent allocations at the Fremont distribution center will change. KII HQ will no longer absorb rent costs at that location and the tenants will be expected to take their fair shares.. Agenda Item: Facility Investment Plan (MM) -. MM said this item should not be on the agenda and will be added to the agenda for a future meeting.. Agenda Item: Ringi Advisements (All) -. There were no important, impending Ringis to report.. Agenda Item: Other (All) -. NH first reminded everyone of the importance of the Q2 forecast. He emphasized it should be “realistic,” and not just what KCJ wants to see. He noted it is due in 2 weeks. The Q2 forecast will determine the bonus accruals.. NH also talked about the importance of meeting KII’s Master Plan, excluding subsidiaries. He encouraged everyone to avoid getting discouraged by seeing KMTI’s losses, which are substantial.. The meeting adjourned at 4PM PDT.