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EX-10.1 - EXHIBIT 10.1 - IXIA | v55910exv10w1.htm |
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 21, 2010
IXIA
California | 000-31523 | 95-4635982 | ||
(State or other jurisdiction | (Commission | (IRS Employer | ||
of incorporation) | File Number) | Identification No.) |
26601 W. Agoura Road, Calabasas, California | 91302 | |
(Address of principal executive offices) | (Zip Code) |
Registrants telephone number, including area code: 818.871.1800
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)) |
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 1 | |||||||
Financial Statements and Exhibits | 3 | |||||||
Exhibit 10.1 |
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Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
On April 21, 2010, the Compensation Committee of the Board of Directors (the Committee) of
Ixia (the Company) approved the Ixia 2010 Executive Officer Bonus Plan (the 2010 Bonus Plan)
under which the executive officers of the Company are eligible to earn cash bonuses based on their
individual target bonus opportunities. The target bonus opportunities are established as a
percentage of an officers base salary and are 100% in the case of Atul Bhatnagar, our President
and Chief Executive Officer, 70% in the case of Errol Ginsberg, our Chief Innovation Officer, and
60% in the case of each of Thomas B. Miller, our Chief Financial Officer, Victor Alston, our Senior
Vice President, Product Development and Alan Grahame, our Senior Vice President, Worldwide Sales
(collectively, our named executive officers).
Each executive officer is eligible to earn both a Company bonus (a 2010 Company Bonus) and
an individual bonus (a 2010 Individual Bonus). The Company Bonus is based on the degree to which
the Company achieves annual revenue and adjusted operating income goals for 2010 which were
approved by the Committee, while the Individual Bonus is based on the degree to which an executive
officer achieves certain individual objectives assigned to him for 2010 and approved by the
Committee.
Under the terms of the 2010 Bonus Plan, each of our executive officers who is employed by us
at December 31, 2010, will be eligible to earn a 2010 Company Bonus equal to a percentage depending
on the officers title and the Companys financial performance as measured by the degree to which
the Company achieves the pre-set revenue and adjusted operating income goals for 2010. If the
Company achieves 100% of the Companys target revenues and adjusted operating income goals, then
Messrs. Bhatnagar, Ginsberg, Miller, Alston and Grahame are eligible for a 2010 Company Bonus equal
to 75%, 52.5%, 45%, 45% and 45% of his annual base salary, respectively (these percentages
correspond to the target award level for the 2010 Company Bonus based on financial performance).
If the Company exceeds its 2010 target revenue and adjusted operating income goals, then our
executive officers have an opportunity to earn higher bonuses based on the level of revenue and
adjusted operating income achieved (up to a maximum of 135.0%, in the case of Mr. Bhatnagar; up to
a maximum of 94.5%, in the case of Mr. Ginsberg; and up to a maximum of 81.0%, in the case of each
of Messrs. Miller, Alston and Grahame, of his base salary). 2010 Company Bonuses will only be paid
if the Companys annual revenue and/or adjusted operating income for 2010 exceed the minimum or
threshold revenue and/or operating income goals and will be calculated in a manner prescribed by
the 2010 Bonus Plan.
For purposes of our 2010 Bonus Plan, adjusted operating income is defined as our income from
continuing operations under generally accepted accounting principles calculated on a consolidated
basis before income taxes, interest and other income but after any bonuses payable under our 2010
officer and employee bonus plans and excluding the effects of equity incentive compensation
expense, restructuring charges, officer severance compensation, impairment charges,
acquisition-related amortization and other M&A-related charges or income and similar charges or
income.
The 2010 Bonus Plan also provides that if 2010 Company Bonuses are payable or paid and the
Companys consolidated financial statements for 2010 are restated to reflect less favorable results
than
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those used for determining the 2010 Company Bonuses, the Committee can in its discretion
determine that all or a part of the 2010 Company Bonuses will not be paid or will be recovered from
the officers who have received them.
Our executive officers are also eligible to receive a 2010 Individual Bonus based on a
determination of the degree to which they achieve individual objectives which have been assigned to
them. The maximum amount of the 2010 Individual Bonus payable to our named executive officers
ranges, depending on the officers title, from 15% to 25% of annual base salary (i.e., 25% in the
case of Mr. Bhatnagar; 17.5% in the case of Mr. Ginsberg; and 15% in the case of Messrs. Miller,
Alston and Grahame).
Executive officers are entitled to receive Company or Individual Bonuses under the 2010 Bonus
Plan only if they are employed by the Company or one of its subsidiaries as an eligible officer on
the date on which the bonuses are payable, unless the requirement is waived. If an executive
officer commences employment as an eligible officer after January 1, 2010 but prior to October 1,
2010, then any bonuses payable for 2010 are subject to pro rata adjustment in accordance with the
provisions of the 2010 Bonus Plan. If an executive officer commences employment as an eligible
officer during the fourth calendar quarter of 2010, then the officer will not be eligible to
receive any bonuses under the 2010 Bonus Plan, but can receive a discretionary bonus in recognition
of his or her individual contributions or achievements during 2010.
The target amounts of the 2010 Company and Individual Bonuses which are payable under the 2010
Bonus Plan to our named executive officers if the Company achieves the target financial goals and
the officers achieve 100% of their individual objectives, are as follows:
Target Bonuses
Target | Target | |||||||||||||
2010 | 2010 | Target 2010 | ||||||||||||
Executive Officer | Title | Company Bonus* | Individual Bonus* | Total Bonus* | ||||||||||
Atul Bhatnagar |
President and Chief Executive Officer | $ | 307,500 | $ | 102,500 | $ | 410,000 | |||||||
Errol Ginsberg |
Chief Innovation Officer | 196,875 | 65,625 | 262,500 | ||||||||||
Thomas B. Miller |
Chief Financial Officer | 123,750 | 41,250 | 165,000 | ||||||||||
Victor Alston |
Senior Vice President, Product Development | 130,500 | 43,500 | 174,000 | ||||||||||
Alan Grahame |
Senior Vice President, Worldwide Sales | 128,250 | 42,750 | 171,000 |
* | This amount is based on the named executive officers current annual base salary and is subject to change if the named executive officers annual base salary is adjusted prior to January 1, 2011. The amount payable as a 2010 Company Bonus or a 2010 Individual Bonus will be calculated in part as a percentage of such officers annual base salary in effect at December 31, 2010. |
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The maximum amounts of the 2010 Company and Individual Bonuses payable under the 2010
Bonus Plan to our named executive officers are as follows:
Maximum Bonuses
Maximum | Maximum | |||||||||||||
2010 | 2010 | Maximum 2010 | ||||||||||||
Executive Officer | Title | Company Bonus* | Individual Bonus* | Total Bonus* | ||||||||||
Atul Bhatnagar |
President and Chief Executive Officer | $ | 553,500 | $ | 102,500 | $ | 656,000 | |||||||
Errol Ginsberg |
Chief Innovation Officer | 354,375 | 65,625 | 420,000 | ||||||||||
Thomas B. Miller |
Chief Financial Officer | 222,750 | 41,250 | 264,000 | ||||||||||
Victor Alston |
Senior Vice President, Product Development | 234,900 | 43,500 | 278,400 | ||||||||||
Alan Grahame |
Senior Vice President, Worldwide Sales | 230,850 | 42,750 | 273,600 |
* | This amount is based on the named executive officers current annual base salary and is subject to change if the named executive officers annual base salary is adjusted prior to January 1, 2011. The amount payable as a 2010 Company Bonus or a 2010 Individual Bonus will be calculated in part as a percentage of such officers annual base salary in effect at December 31, 2010. |
In addition to the Company and Individual Bonuses payable under the 2010 Bonus Plan, the
independent members of our Board of Directors have the discretion to award bonuses on a selective
basis under the 2010 Bonus Plan in order to recognize individual contributions or achievements.
The foregoing description of the 2010 Bonus Plan is qualified in its entirety by reference to
the copy of the 2010 Bonus Plan which is filed as Exhibit 10.1 to this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits
(d) | Exhibits |
The following Exhibit is filed as a part of this Current Report on Form 8-K:
Exhibit No. | Description | |
10.1
|
Ixia 2010 Executive Officer Bonus Plan |
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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.
Ixia |
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Dated: April 27, 2010 | By: | /s/ Ronald W. Buckly | ||
Ronald W. Buckly | ||||
Senior Vice President, Corporate Affairs and General Counsel | ||||
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EXHIBIT INDEX
Exhibit No. | Description | |
10.1
|
Ixia 2010 Executive Officer Bonus Plan |
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