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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
April 7, 2005
Date of Report
(Date of earliest event reported)
HARMONIC INC.
| Delaware (State or other jurisdiction of incorporation or organization) |
0-25826 Commission File Number |
77-0201147 (I.R.S. Employer Identification Number) |
549 Baltic Way
Sunnyvale, CA 94089
(408) 542-2500
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||
| Item 1.01. Entry into a Material Definitive Agreement | ||||||||
| Item 9.01. Exhibits | ||||||||
| SIGNATURES | ||||||||
| Exhibit Index | ||||||||
| EXHIBIT 10.1 | ||||||||
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Item 1.01. Entry into a Material Definitive Agreement
On April 7, 2005, the Compensation and Equity Ownership Committee of the board of directors of Harmonic Inc. approved an incentive bonus plan for certain key employees, including executive officers, for the registrant’s 2005 fiscal year. A summary of the 2005 plan appears on Exhibit 10.1 hereto, which is incorporated by reference.
Item 9.01. Exhibits
Exhibits.
| Exhibit | ||
| Number | Description | |
10.1
|
Summary of Compensatory Plans and Arrangements approved on April 7, 2005 by the Compensation and Equity Ownership Committee of the board of directors of Harmonic Inc. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| HARMONIC INC. |
||||
| Date: April 12, 2005 | By: | /s/Robin N. Dickson | ||
| Robin N. Dickson | ||||
| Chief Financial Officer | ||||
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Exhibit Index
| Exhibit | ||
| Number | Description | |
10.1
|
Summary of Compensatory Plans and Arrangements approved on April 7, 2005 by the Compensation and Equity Ownership Committee of the board of directors of Harmonic Inc. |
Exhibit 10.1
Summary of Compensatory Plans and Arrangements Approved April 7, 2005
On April 7, 2005, the Compensation and Equity Ownership Committee of the board of directors of Harmonic Inc. (“Company”) approved the Harmonic 2005 Bonus Plan (the “Plan”).
The participants in the Plan include the following executive officers of the Company:
| Name | Position | |||
Anthony J. Ley |
Chairman of the board of directors, President & Chief Executive Officer | |||
Robin N. Dickson |
Chief Financial Officer | |||
Israel Levi |
Senior Vice President, Operations and Quality | |||
Patrick Harshman |
President, Broadband Access Networks | |||
Yaron Simler |
President, Convergent Systems | |||
The payment of bonuses under the Plan for all participants is based on performance against revenue, corporate operating income and division contribution margin targets. The relative weighting of each metric varies between corporate and division participants, such that corporate participant bonuses are based 67% on overall corporate performance and 33% on the performance of the divisions. Division participant bonuses are based 33% on overall corporate performance and 67% on the performance of their respective divisions.
The target bonus of Anthony J. Ley is 80% of base salary. The target bonus for each other executive officer is 60% of base salary.
In addition, a minimum corporate operating income threshold must be exceeded for any bonus payout to be made, and a specified minimum achievement against each of the target metrics is required for any payout on that element. In the event that the target metrics are surpassed, a participant in the Plan may be awarded a bonus payment up to a maximum of 200% of such participant’s target bonus.
The final bonus for each participant, including executive officers, calculated as described above, is subject to downward adjustment, based upon performance against individual performance objectives.
Participants in the Plan must remain employed through the date that the bonus is paid in order to qualify for a bonus payment. Harmonic, at its sole discretion, retains the right to amend, supplement, supersede or cancel the Plan for any reason, and reserves the right to determine whether and when to pay out any bonus amounts, regardless of the achievement of the performance targets.