Attached files
file | filename |
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EX-10.2 - EX-10.2 - IXIA | v59425exv10w2.htm |
EX-10.1 - EX-10.1 - IXIA | v59425exv10w1.htm |
Table of Contents
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): | May 4, 2011 |
IXIA
(Exact name of registrant as specified in its charter)
California | 000-31523 | 95-4635982 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer 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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(i)
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Item 8.01 | Other Events |
Amended and Restated First Amendment to the
Amended and Restated Ixia 2008 Equity Incentive Plan
Amended and Restated Ixia 2008 Equity Incentive Plan
On May 4, 2011, the Board of Directors (the Board) of Ixia (the Company) approved an
Amended and Restated First Amendment (the Amended and Restated First Amendment) to the Companys
Amended and Restated 2008 Equity Incentive Plan (the Plan). The Amended and Restated First
Amendment amends and restates that certain First Amendment to the 2008 Plan that was approved by
the Board on April 8, 2011.
The two amendments (the Amendments) effected by the Amended and Restated First Amendment are
described below:
Section 3A. A new Section 3A is added to the Plan as
follows:
3A. Shares Not Available for Awards.
Notwithstanding anything to the contrary contained in the Plan, none of the following
Shares shall be added to the Shares available for Awards under the Plan: (i) Shares tendered
by a Participant or withheld by the Company after December 31, 2010 in payment of the
exercise price of an Option, or to satisfy any tax withholding obligation with respect to
Options or SARs, (ii) Shares subject to a SAR that are not issued upon exercise in
connection with the stock settlement of the SAR after December 31, 2010, and (iii) Shares
reacquired by the Company on the open market or otherwise after December 31, 2010 using cash
proceeds from the exercise of Options.
Section 8(c). Section 8(c) of the Plan is deleted in its entirety.
Prior to the Amendments, Section 8(c) had read as follows:
c. Decrease in Available Shares. Exercise of an Option in any manner shall result
in a decrease in the number of Shares which thereafter may be available, both for purposes of the
Plan and for sale under the Option, by the number of Shares as to which the Option is exercised,
except if the Option is exercised by tendering Shares, either actually or by attestation.
The foregoing description of the Amendments is qualified in its entirety by reference to the
Amended and Restated First Amendment included as Exhibit 10.1 to this Current Report on Form 8-K
(this Form 8-K) and incorporated herein by reference.
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Second Amendment to the Amended and Restated Ixia 2008 Equity Incentive Plan
As described in the Proxy Statement filed by the Company with the Securities and Exchange
Commission on April 15, 2011 in connection with the Companys Annual Meeting of Shareholders
scheduled to be held on May 19, 2011 (the 2011 Annual Meeting), on April 8, 2011, the Board also
approved, subject to the approval of the Companys shareholders at the 2011 Annual Meeting, a
Second Amendment to the Amended and Restated Ixia 2008 Equity Incentive Plan (the Second
Amendment). The Second Amendment is included as Exhibit 10.2 to this Form 8-K and incorporated
herein by reference.
Item 9.01. | Financial Statements and Exhibits |
(d) | Exhibits | ||
The following Exhibits are filed as a part of this Form 8-K: |
Exhibit No. | Description | |||
10.1 | Amended and Restated First Amendment to the Amended and
Restated Ixia 2008 Equity Incentive Plan |
|||
10.2 | Second Amendment to the Amended and Restated Ixia 2008 Equity
Incentive Plan (subject to shareholder approval) |
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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 |
||||
Dated: May 4, 2011 | 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 | Amended and Restated First Amendment to Amended and Restated
Ixia 2008 Equity Incentive Plan |
|||
10.2 | Second Amendment to the Amended and Restated Ixia 2008 Equity
Incentive Plan (subject to shareholder approval) |
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