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

Date of Report (Date of earliest event reported): September 27, 2013

 

 

EMULEX CORPORATION

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-31353   51-0300558
(State of incorporation)   (Commission File No.)   (IRS Employer Identification No.)

3333 Susan Street

Costa Mesa, California 92626

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (714) 662-5600

 

 

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:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ 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.

 

(e) Amendment to Executive Incentive Compensation Plan.

On September 26, 2013, the Board of Directors of the Emulex Corporation (the “Company”) approved certain amendments to its Executive Incentive Compensation Plan (the “EICP”) (formerly known as the Emulex Corporation Executive Incentive Plan) as recommended by its Compensation Committee. The EICP is intended to provide incentives to executive officers and other participants in the form of quarterly bonus payments based on Company performance and, for certain executives, performance of the Company and the Company’s Endace division, in each case against net revenue and operating income targets and, in certain circumstances, other specified business goals. Performance targets are established periodically by the Compensation Committee based on the annual operating plan. Each executive officer of the Company has a quarterly target award opportunity expressed as a percentage of quarterly gross base salary at the end of the quarter in question.

The EICP provides for quarterly target award opportunity for the executives range from 10% to 100% of quarterly base salary (the “target award percentage”). In exceptional circumstances, a participant’s cash award may be adjusted upward or downward by a Performance Contribution Factor of up to 10% based on the level of the participant’s contribution to the Company’s results for the quarter, and the payment made to the participant shall be the cash award multiplied by the Performance Contribution Factor. No payments of awards will be made if actual net operating income for the applicable performance periods falls below 50% of the approved annual operating plan.

Payments of awards under the EICP are distributed no later than the first payroll cycle following the 60 days after the performance period ends and is subject to completion of the audit/review of the Company’s financial statements by the Company’s independent auditors and approval by the Company’s Compensation Committee. Subject to specific exceptions set forth in the EICP, a participant must be an employee of the Company on the date of the payout in order to be eligible to receive an award payment.

The Company amended the EICP to provide for the following:

 

    Changed the name of the EICP to the Emulex Corporation Executive Incentive Compensation Plan

 

    Inclusion of performance targets for certain participants based on the performance of the Company as a whole as well as, in certain circumstances, the separate performance of the Company’s Endace division

 

    Establishment of a maximum award based on achievement of 133% of plan targets for each component

 

    Clarification of proration of payout in the event of promotions or demotions/transfers during a performance period


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.

 

    EMULEX CORPORATION
Date: September 27, 2013   BY:  

/s/  Michael J. Rockenbach

Michael J. Rockenbach, Executive

Vice President, Chief Financial

Officer, Secretary and Treasurer