Attached files
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EX-10.02 - EX-10.02 - MERU NETWORKS INC | a12-15491_1ex10d02.htm |
EX-10.01 - EX-10.01 - MERU NETWORKS INC | a12-15491_1ex10d01.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): June 22, 2012
MERU NETWORKS, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware |
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001-34659 |
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26-0049840 |
(State or Other Jurisdiction |
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(Commission |
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(IRS Employer |
of Incorporation) |
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File Number) |
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Identification No.) |
894 Ross Drive |
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Sunnyvale, California |
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94089 |
(Address of Principal Executive Offices) |
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(Zip Code) |
Registrants telephone number, including area code: (408) 215-5300
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
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:
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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Amended 2012 Executive Bonus Plan
On June 22, 2012, the Compensation Committee (the Committee) of the Board of Directors of Meru Networks, Inc. (the Company) approved an Amended 2012 Management Bonus Plan (the Bonus Plan), in which each of the Companys executive officers, with the exception of the Companys Senior Vice President of World Wide Field Operations, Lawrence Vaughan, is eligible to participate. The material terms of the Bonus Plan are as follows:
· Annual bonuses are earned and paid based on achievement against annual goals.
· Target annual bonus levels are a fixed percentage of the executive officers annual base salary as of December 31, 2012.
· For the Companys Chief Executive Officer and Chief Financial Officer, the total annual bonus is composed of two parts:
· 50% of the bonus (the Revenue Bonus) is awarded based on the Company achieving the revenue target under the Companys operating plan (the 2012 Annual Revenues Goal); and
· 50% of the bonus (the Non-GAAP EBITA Bonus) is awarded based on the Company achieving the non-GAAP EBITA target set by the Committee (the 2012 Annual Non-GAAP EBITA Goal).
· For the Companys remaining executive officers with the exception of Mr. Vaughan, The total annual bonus is composed of three parts:
· 40% of the bonus is a Revenue Bonus based on the 2012 Annual Revenues Goal;
· 40% of the bonus is a Non-GAAP EBITA Bonus based on the 2012 Annual Non-GAAP EBITA Goal; and
· 20% of the bonus is awarded based on the executives performance against management objectives as reasonably determined by the Companys CEO (the MBO Bonus).
· For each of the Companys executive officers, to the extent that the Company achieves the goals that comprise a level equal to 92.2% of the 2012 Annual Revenues Goal (the Minimum Revenue Threshold), then such executive officer will receive a bonus that equals 50% of his or her target bonus amount for such Revenue Bonus.
· For each of the Companys executive officers, to the extent that the Company achieves results that are not more than $1.972 million less than the planned 2012 Non-GAAP EBITA plan, (the Minimum Non-GAAP EBITA Threshold), then such executive officer will receive a bonus that equals 50% of his or her target bonus amount for such Non-GAAP EBITA Bonus.
· There are additive compensation components that provide for additional payouts on a stepped basis, if the Company exceeds the minimum threshold for any goal. However, in no event may an executive officer receive an annual bonus that exceeds 200% of his or her target annual bonus amount, regardless of the extent to which the Company exceeds the minimum threshold for any goal. For achievement between 92.2% and 100% of the revenue target, the Revenue Bonus will start at a payout of 50% of the target Revenue Bonus amount and will increase on a straight-line basis according to the percentage of achievement up to 100%. For revenue achievement in excess of 100% of the annual revenue target the Revenue Bonus will start at a payment of 100% of the target Revenue Bonus (i.e., the Revenue Bonus earned at achievement of 100% of the Companys annual revenue target) and will increase on a straight-line basis according to the percentage of achievement so that at 120% of the revenue target the Revenue Bonus shall be calculated at 200% of the target Revenue Bonus.
The executives are also eligible to receive an increased Non-GAAP EBITA Bonus if the Companys non-GAAP EBITA exceeds the fiscal non-GAAP EBITA target under the Companys operating plan (the Target Non-GAAP EBITA Amount). If the Target Non-GAAP EBITA Amount is exceeded, the Non-GAAP EBITA Bonus amount will be calculated on a straight line basis, such that the Non-GAAP EBITA Bonus will be the target Non-GAAP EBITA Bonus multiplied by a multiplier equal to 100% of the target Non-GAAP EBITA Bonus plus 5% of the target Non-GAAP EBITA Bonus for each $98,600 of non-GAAP EBITA performance better than the Target Non-GAAP EBITA Amount.
It is anticipated that any newly hired executive officer will become eligible to participate in the Bonus Plan beginning on the first day of the following quarter (i.e., an executive officer who is hired on July 1, 2012 will be eligible to participate in the Bonus Plan beginning on October 1, 2012), with such executive officers bonus payment prorated based on the date he or she becomes eligible to participate in the Bonus Plan.
The target and maximum bonuses for fiscal year 2012 under the Plan based on the current salaries for each executive officer, other than Mr. Vaughan, are as follows:
Name |
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Target Annual |
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Target Annual |
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Maximum Amount |
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Bami Bastani, Ph.D. (1) |
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100 |
% |
$ |
450,000 |
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$ |
900,000 |
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President and CEO |
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Brett White |
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50 |
% |
$ |
151,500 |
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$ |
303,000 |
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Chief Financial Officer |
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Kamal Anand |
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45 |
% |
$ |
121,500 |
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$ |
243,000 |
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SVP, Product Management |
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Carl Gustin |
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45 |
% |
$ |
119,250 |
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$ |
238,500 |
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Chief Marketing Officer |
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The foregoing is a summary of the Amended Bonus Plan and does not purport to be complete. The foregoing is qualified in its entirety by reference to the Amended Bonus Plan, a copy of which is filed as Exhibit 10.01 to this Current Report on Form 8-K and is incorporated herein by reference.
Amended 2012 Sales Executive Bonus Plan
On June 22, 2012, the Compensation Committee (the Committee) of the Board of Directors of Meru Networks, Inc. (the Company) approved an Amended 2012 Sales Executive Bonus Plan (the Sales Bonus Plan), in which Companys Senior Vice President of World Wide Sales, Services and Support, Lawrence Vaughan, is eligible to participate. The material terms of the Sales Bonus Plan are as follows:
· Annual bonus is earned and paid based on achievement against annual goals.
· Target annual bonus levels are a fixed percentage of Mr. Vaughans annual base salary as of December 31, 2012.
· The total annual bonus is composed of three parts:
· 60% of the bonus is a Revenue Bonus based on a revenue target approved by the Board of Directors of the Company;
· 30% of the bonus is a Non-GAAP EBITA Bonus based on the 2012 Annual Non-GAAP EBITA Goal.
· 10% of the bonus may be awarded quarterly following the achievement of BOTH the Minimum Revenue Threshold AND 2012 Annual Non-GAAP EBITA Goal being met for the Companys second, third and fourth quarters (it being understood that in the event the annual Revenue Bonus and Non-GAAP EBITA Bonus are achieved at 100%, and that the Minimum Revenue Threshold and 2012 Annual Non-GAAP EBITA Goal were achieved in each quarter, Mr. Vaughans annual cash bonus would be 120% of Mr. Vaughans targeted annual bonus value).
· To the extent that the Company achieves the Minimum Revenue Threshold, then Mr. Vaughan will receive a bonus that equals 50% of his target bonus amount for such Revenue Bonus.
· To the extent that the Company achieves the Minimum Non-GAAP EBITA Threshold, then Mr. Vaughan will receive a bonus that equals 50% of his target bonus amount for such Non-GAAP EBITA Bonus.
· There are additive compensation components that provide for additional payouts on a stepped basis, if the Company exceeds the minimum threshold for any goal. However, in no event may Mr. Vaughan receive an annual bonus that exceeds 200% of his target annual bonus amount, regardless of the extent to which the Company exceeds the minimum threshold for any goal. For achievement between 92.2% and 100% of the revenue target, the Revenue Bonus will start at a payout of 50% of the target Revenue Bonus amount and will increase on a straight-line basis according to the percentage of achievement up to 100%. For revenue achievement in excess of 100% of the annual revenue target the Revenue Bonus will start at a payment of 100% of the target Revenue Bonus (i.e., the Revenue Bonus earned at achievement of 100% of the Companys annual revenue target) and will increase on a straight-line basis according to the percentage of achievement so that at 120% of the revenue target the Revenue Bonus shall be calculated at 200% of the target Revenue Bonus.
(1) Dr. Bastani to receive a prorated bonus, if any, (crediting service commencing March 19, 2012) based on the Companys final year-end performance under the bonus plan in effect during such service.
Mr. Vaughan is also eligible to receive increased Non-GAAP EBITA Bonus if the Companys non-GAAP EBITA exceeds the Target Non-GAAP EBITA Amount. If the Target Non-GAAP EBITA Amount is exceeded, the Non-GAAP EBITA Bonus amount will be calculated on a straight line basis, such that the Non-GAAP EBITA Bonus will be the target Non-GAAP EBITA Bonus multiplied by a multiplier equal to 100% of the target Non-GAAP EBITA Bonus plus 5% of the target Non-GAAP EBITA Bonus for each $98,600 of non-GAAP EBITA performance better than the Target Non-GAAP EBITA Amount.
The target and maximum bonus for fiscal year 2012 under the Plan based on Mr. Vaughans current salary is as follows:
Name |
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Target Annual |
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Target Annual |
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Maximum Amount |
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Larry Vaughan |
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118 |
% |
$ |
325,000 |
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$ |
650,000 |
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SVP Sales, Services and Support |
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The foregoing is a summary of the Amended Bonus Plan and does not purport to be complete. The foregoing is qualified in its entirety by reference to the Amended Bonus Plan, a copy of which is filed as Exhibit 10.02 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. |
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Description |
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10.01 |
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Amended 2012 Management Bonus Plan. |
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10.02 |
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Amended 2012 Sales Executive Bonus Plan. |
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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MERU NETWORKS, INC. | ||
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Date: June 27, 2012 |
By: |
/s/ Brett T. White | |
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Name: |
Brett T. White |
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Title: |
Chief Financial Officer |