UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
______________
FORM
8-K
______________
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
and Exchange Act of 1934
Date
of report (Date of earliest event reported):
October
9, 2007 (October 2, 2007)
______________
JDS
UNIPHASE CORPORATION
(Exact
Name of Registrant as Specified in its Charter)
______________
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Delaware
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000-22874
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94-2579683
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(State
or Other Jurisdiction of
Incorporation
or Organization)
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(Commission
File Number)
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(IRS
Employer
Identification
Number)
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430
North McCarthy Boulevard
Milpitas,
California 95035
(Address
of Principal Executive Offices, Including Zip Code)
(408)
546-5000
(Registrant’s
Telephone Number, Including Area Code)
Not
Applicable
(Former
Name or Former Address, if Changed Since Last Report)
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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:
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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Item
5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers; Compensatory Arrangements of Certain
Officers.
(e)
On
October 2, 2007, the Board of Directors of JDS Uniphase Corporation (the
“Company”) approved, and the Company and Kevin J. Kennedy entered into, an
employment agreement (the “Agreement”) replacing Mr. Kennedy’s previous
employment agreement dated September 1, 2003 (the “Former Agreement”). The
Former Agreement had an original term of September 1, 2003 to August 31, 2007.
Pursuant to the Agreement the term commenced on September 1, 2007 and shall
expire on August 31, 2009, subject to being automatically renewed for additional
periods of one year each unless sooner terminated pursuant to the terms of
the
Agreement.
Mr.
Kennedy’s base salary under the Agreement is $800,000, retroactive to September
1, 2007. In addition, Mr. Kennedy is eligible to earn an annual bonus under
the
Company’s established incentive plan(s) for senior executives with a target
bonus of 100% of his annual base salary and a range of potential bonus from
0%
to a maximum bonus of up to 125% of his annual base salary, based upon
achievement of objectives determined by the Company from time to time. Mr.
Kennedy is also eligible to participate in an individual performance-based
bonus
program (the “CEO Incentive Plan”) with performance targets to be established by
the Company’s Board of Directors and reasonably agreed upon by Mr. Kennedy (the
“CEO Bonus Targets”). Under the CEO Incentive Plan, subject to achievement of
minimum performance criteria, Mr. Kennedy is eligible to receive a minimum
bonus
of 50% of his annual base salary, and a maximum bonus of up to 125% of his
annual base salary. Any bonus paid to Mr. Kennedy under the Company’s
established incentive plan(s) for senior executives shall be a credit against
and will be deducted from any obligation of the Company to Mr. Kennedy under
the
CEO Incentive Plan.
Within
thirty days from October 1, 2007, the Company will award Mr. Kennedy a grant
of
175,000 deferred stock units which will be fully vested upon the date of grant,
such shares to be delivered to Mr. Kennedy upon the sooner to occur of: (i)
the
date upon which Mr. Kennedy’s service to the Company terminates for any reason;
(ii) upon a change of control (as defined in the Agreement), or (iii) on the
second anniversary of the date of the grant of the deferred stock
units.
Within
thirty days from October 1, 2007, the Company also will award Mr. Kennedy a
grant of 200,000 restricted stock units (“RSUs”) under the Company’s then
effective equity incentive plan(s). This award shall vest in equal installments
on each of the first and second anniversaries of the date of grant.
Pursuant
to the Agreement, no later than the last business day of the first fiscal
quarter of the Company’s 2009 fiscal year the Company will award Mr. Kennedy a
grant of a minimum of 375,000 RSUs under the Company’s then effective equity
incentive plan(s). This award shall be subject to the following conditions
of
vesting:
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40%
of the award shall vest at the rate of 1/4th
of
the awarded units (for clarity, 37,500 RSUs per half fiscal year),
which
such vesting shall occur upon the date of the Company’s public release on
Form 8-K of its fiscal results every other fiscal quarter, commencing
with
release of quarterly financial results for the second fiscal quarter
of
the Company’s 2009 fiscal year, and subject to the achievement of
performance criteria to be established by the Board of Directors
in its
sole discretion; and
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60%
of the award shall vest in three equal annual installments on the
first,
second and third anniversaries of the grant
date.
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The
Agreement provides that in the event of a qualifying termination, Mr. Kennedy
will be entitled to receive (i) a benefit equivalent to three years’ salary, at
Mr. Kennedy’s annual salary in effect on the effective date of the event, plus
three years’ bonus (calculated based upon Mr. Kennedy’s “at target” bonus under
the CEO Incentive Plan), (ii) three years of accelerated vesting of unvested
stock options and other securities or similar incentives held at the time of
termination and (iii) reimbursement of COBRA premiums for up to eighteen months
and a lump sum payment equal to the cost of reasonably comparable health
insurance benefits for six months. A qualifying termination under the Agreement
is any termination by the Company other than for cause or any voluntary
termination for good reason, both as defined in the Agreement.
The
Agreement provides that as soon as reasonably practicable the Company will
procure a policy of insurance which shall provide that if Mr. Kennedy’s
employment is terminated as the result of his death or disability, a benefit
equivalent to three years’ salary, at Mr. Kennedy’s annual salary in effect on
the effective date of the event, plus three years’ bonus calculated based upon
Mr. Kennedy’s “at target” bonus under the CEO Incentive Plan, shall be paid to
Mr. Kennedy and/or Mr. Kennedy’s estate or heirs as may be designated by Mr.
Kennedy at his sole discretion.
As
well,
if Mr. Kennedy’s employment is terminated due to his death or disability, Mr.
Kennedy and/or Mr. Kennedy’s estate or heirs will receive (i) three years of
accelerated vesting of unvested stock options and other securities or similar
incentives held at the time of termination and (ii) reimbursement of COBRA
premiums for up to eighteen months and a lump sum payment equal to the cost
of
reasonably comparable health insurance benefits for six months.
In
the
event that the Company provides notice of its intent not to renew the term
of
the Agreement for an additional one year period following the current August
31,
2009 expiration date of the term of the Agreement, Mr. Kennedy will be entitled
to receive (i) a benefit equivalent to one year’s salary, at Mr. Kennedy’s
annual salary in effect on the effective date of the event, plus one year’s
bonus (calculated based upon Mr. Kennedy’s “at target” bonus under the CEO
Incentive Plan), (ii) one year of accelerated vesting of unvested stock options
and other securities or similar incentives held at the time of termination
and
(iii) reimbursement of COBRA premiums for up to eighteen months and a lump
sum
payment equal to the cost of reasonably comparable health insurance benefits
for
six months.
Item 9.01.
Financial Statements and Exhibits.
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Exhibit
No.
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Description
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10.17
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Employment
Agreement for Kevin J. Kennedy approved and executed October 2,
2007.
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10.18
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Form
of Deferred Stock Unit Award
Agreement.
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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.
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JDS
Uniphase Corporation |
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| Date: October
9, 2007 |
By: |
/s/
Christopher S. Dewees |
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Christopher
S. Dewees |
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Senior
Vice President, Corporate Development
and
Chief Legal Officer
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EXHIBIT
INDEX
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Exhibit
Number
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Description
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10.17
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Employment
Agreement for Kevin J. Kennedy approved and executed October 2,
2007.
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10.18
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Form
of Deferred Stock Unit Award
Agreement.
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