e8vk

TABLE OF CONTENTS


	Item 1.01. Entry into a Material Definitive Agreement.
	Item 9.01. Financial Statements and Exhibits.
SIGNATURES
EXHIBIT INDEX
EXHIBIT 10.1

Item 1.01. Entry into a Material Definitive Agreement.

Effective as of May 4, 2006, the Board of Directors of Harmonic, Inc., a Delaware corporation (the “Company”), appointed Patrick Harshman as the Company’s President and Chief Executive Officer.

Prior to his appointment as President and Chief Executive Officer, Dr. Harshman served as the Company’s Executive Vice President. In connection with his promotion, the Board of Directors increased Dr. Harshman’s annual base salary from $325,000 to $400,000, and increased his annual target bonus under the Company’s 2006 Bonus Plan from 60% of his base salary to 80% of his base salary.

In addition, effective as of May 30, 2006, the Company entered into a Change of Control Severance Agreement (the “Agreement”) with Dr. Harshman which provides for certain compensation, benefits and accelerated vesting rights to Dr. Harshman in the event that his employment is terminated in connection with a Change of Control (as defined in the Agreement).

The Agreement provides that, if Dr. Harshman’s employment with the Company is terminated as a result of an Involuntary Termination (as defined in the Agreement) other than for Cause (as defined in the Agreement) at any time within eighteen (18) months following a Change of Control, then Dr. Harshman will be entitled to receive, among other things:

	•		A cash payment in an amount equal to two hundred percent (200%) of Dr. Harshman’s base salary for the twelve months preceding the Change of Control;

	•		A cash payment in an amount equal to twice either (i) 50% of the established annual target bonus, or (ii) the average of the actual bonuses paid in each of the two prior years, whichever is greater;

	•		Continued Company-paid health, dental and life insurance coverage for up to one year from the date of the Change of Control; and

	•		Accelerated vesting of one hundred percent (100%) of the unvested portion of any outstanding stock option, restricted stock or other equity compensation award.

The Company had previously entered into an agreement with Dr. Harshman relating to certain compensation, benefits and accelerated vesting rights in the event of a change of control of the Company and subsequent termination of employment, and this Agreement supersedes such prior agreement.

The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, a copy of which is filed with this Current Report on Form 8-K as Exhibit 10.1.

Item 9.01. Financial Statements and Exhibits.


Exhibit Number


10.1		Change of Control Severance Agreement by and between Harmonic Inc. and Patrick Harshman, effective May 30, 2006.


Delaware	0-25826	77-0201147

(State or other jurisdiction of incorporation or organization)	Commission File Number	(I.R.S. Employer Identification Number)

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))


	HARMONIC INC.
Date: May 31, 2006	By:	/s/Robin N. Dickson
		Robin N. Dickson
		Chief Financial Officer


Exhibit
No.		Description

10.1		Change of Control Severance Agreement by and between Harmonic Inc. and Patrick Harshman, effective May 30, 2006.

Table of Contents

Table of Contents

Table of Contents

Table of Contents