Attached files
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EX-10.1 - EX.10.1 - RETENTION LETTER - Sonus, Inc. | mm05-2010_8ke101.htm |
EX-99.1 - EX.99.1 - PRESS RELEASE MAY 20, 2010 - Sonus, Inc. | mm05-2010_8ke991.htm |
UNITED
STATES
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
May 18,
2010
Date of
Report (Date of earliest event reported)
SONUS
NETWORKS, INC.
(Exact
Name of Registrant as Specified in its Charter)
DELAWARE
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001-34115
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04-3387074
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(State
or Other Jurisdiction
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(Commission
File Number)
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(IRS
Employer
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of
Incorporation)
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Identification
No.)
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7
TECHNOLOGY PARK DRIVE, WESTFORD, MASSACHUSETTS 01886
(Address
of Principal Executive Offices) (Zip Code)
(978)
614-8100
(Registrant’s
telephone number, including area code)
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):
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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 Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On May 18, 2010, Dr. Richard N.
Nottenburg, President and Chief Executive Officer of Sonus Networks, Inc. (the
“Company”), and the Company entered into a letter agreement (the “Retention
Letter”) pursuant to which Dr. Nottenburg agreed to stay with the Company while
assisting the Company with an orderly transition of his duties and
responsibilities. Dr. Nottenburg agreed to remain in his current role
as President and Chief Executive Officer until the earlier of (i) the date the
Board of Directors of the Company (the “Board”) relieves him of such duties or
(ii) March 31, 2011 (such earlier date, the “Effective Termination
Date”).
The
Retention Letter includes the following material provisions relating to Dr.
Nottenburg’s compensation:
●
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Dr.
Nottenburg will continue to be entitled to his “Base Salary”, as defined
in his employment letter dated May 13, 2008 (the “Employment Letter”),
through March 31, 2011, with any unpaid balance payable in a lump sum if
his employment is terminated by the Board prior to March 31, 2011 other
than for “Cause” (as defined in the Employment Letter).
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● |
If
the Board relieves Dr. Nottenburg of his duties as President or Chief
Executive Officer of the Company prior to December 31, 2010, other than
for Cause, Dr. Nottenburg will be entitled to his full “Target Bonus” (as
defined in the Employment Letter) for 2010, which equals 100% of his
current Base Salary. If, however, the Company subsequently
determines that Dr. Nottenburg’s actual bonus would have been greater than
his Target Bonus based on the Company’s financial results for 2010, the
Company will pay Dr. Nottenburg the difference.
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● |
Dr.
Nottenburg will be granted 750,000 restricted shares (the “Retention
Shares”) under the Company’s 2007 Stock Incentive Plan, as amended, on
June 15, 2010, of which (i) 250,000 Retention Shares will vest on the
Effective Termination Date (unless his employment were terminated for
Cause prior to March 31, 2011), (ii) 125,000 Retention Shares will vest
upon the achievement of the financial metrics in the Company’s 2010
operating plan, as previously approved by the Board and (iii) 125,000
Retention Shares will vest upon the achievement of the target bookings
from new products, as reflected in the Company’s 2010 Incentive
Compensation Program Base Plan under the Senior Management Cash Incentive
Plan. The remaining 250,000 Retention Shares will vest on the
earlier of (i) sixty days after the first day of employment of Dr.
Nottenburg’s successor, provided that Dr. Nottenburg assists with the
transition during such period, (ii) the date the Board relieves Dr.
Nottenburg of his duties as President or Chief Executive Officer of the
Company other than for Cause, if no successor has been appointed by such
date, or (iii) March 31, 2011. If Dr. Nottenburg terminates his
employment with the Company for “Good Reason” (as such term is defined in
the Employment Letter) the Retention Shares will accelerate and become
fully vested.
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● |
Dr.
Nottenburg agreed to relinquish his rights to two performance stock
grants, each in the amount of 250,000 restricted shares, which were to be
granted under the Employment Letter provided that certain performance
targets were met.
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● |
Upon
the Effective Termination Date (unless his employment were terminated for
Cause prior to March 31, 2011), Dr. Nottenburg will be entitled to
terminate his employment with the Company for Good Reason, and will be
entitled to the amounts payable to him and the benefits that are provided
to him under the Employment Letter upon termination for Good Reason, in
addition to the amounts payable to him under the Retention
Letter.
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● |
Dr.
Nottenburg will execute a general release in favor of the
Company.
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The
foregoing summary of the Retention Letter is qualified in its entirety by
reference to the full text of the Retention Letter, a copy of which is filed as
Exhibit 10.1 to this report and is incorporated herein by
reference. A copy of the Employment Letter was filed as an exhibit to
the Company’s Current Report on Form 8-K filed on May 20, 2008.
On May
20, 2010, the Company issued a press release announcing the entry into the
Retention Letter with Dr. Nottenburg. A copy of such press release is
filed herewith as Exhibit 99.1 and is incorporated by reference
herein.
Item
9.01. Exhibits.
(d) Exhibits
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10.1
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Retention
Letter between Sonus Networks, Inc. and Dr. Richard N. Nottenburg dated
May 18, 2010.
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99.1
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Press
Release dated May 20, 2010.
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2
SIGNATURE
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.
Date:
May 20, 2010
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SONUS
NETWORKS, INC.
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By:
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/s/ Jeffrey
M. Snider
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Jeffrey
M. Snider
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Senior
Vice President and General Counsel
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3
Exhibit Index
10.1
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Retention
Letter between Sonus Networks, Inc. and Dr. Richard N. Nottenburg dated
May 18, 2010.
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99.1
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Press
Release dated May 20, 2010.
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