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Attachment 1
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
_______________
FORM
8-K
_______________
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
and Exchange Act of 1934
Date
of report (Date of earliest event reported):
September
19, 2008 (September 15, 2008)
_______________
JDS
UNIPHASE CORPORATION
(Exact
Name of Registrant as Specified in its Charter)
_______________
|
Delaware
|
000-22874
|
94-2579683
|
||
|
(State
or Other Jurisdiction of
Incorporation
or Organization)
|
(Commission
File Number)
|
(IRS
Employer
Identification
Number)
|
430
North McCarthy Boulevard
Milpitas,
California 95035
(Address
of Principal Executive Offices, Including Zip Code)
(408)
546-5000
(Registrant’s
Telephone Number, Including Area Code)
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:
|
¨
|
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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¨
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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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¨
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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.
(b) On September 15, 2008
Christopher S. Dewees notified JDS Uniphase Corporation (the “Company”) of his
resignation as Senior Vice President, Corporate Development and Chief Legal
Officer. Mr. Dewees’ resignation will become effective and his
employment with the Company will cease on September 30, 2008.
(e) On September 18, 2008
the Company and Mr. Dewees entered into an agreement (the “Dewees Agreement”),
pursuant to which, following termination of employment Mr. Dewees will be
entitled to a lump sum severance payment of $228,750. Additionally,
pursuant to the terms of the Dewees Agreement, the Company and Mr. Dewees will
enter into a consulting agreement (the “Consulting Agreement”), pursuant to
which Mr. Dewees will provide on-going consulting services to the Company until
August 31, 2009. In consideration for the services to be provided by
Mr. Dewees under the Consulting Agreement, Mr. Dewees’ previously granted equity
awards will continue to vest and remain exercisable through the termination of
the Consulting Agreement on August 31, 2009.
As reported in the Company’s Current
Report filed on September 3, 2008, Alan Etterman ceased serving in the position
of Executive Vice President and Chief Administrative Officer of the Company
effective August 27, 2008 and assumed the role of Vice President and Senior
Advisor. On September 15, 2008 the Company and Mr. Etterman entered
into an employment agreement (the “Etterman Agreement”) pursuant to which Mr.
Etterman’s annual base salary is $66,000 effective September 1,
2008. The Etterman Agreement will terminate on or before August 31,
2009. Pursuant to the terms of the Etterman Agreement, upon
termination of employment with the Company, and conditioned upon the execution
of a separation agreement and release of claims, Mr. Etterman will be entitled
to a lump sum severance payment of $317,000.
Additionally, pursuant to the terms of
the Etterman Agreement, in the event that Mr. Etterman voluntarily terminates
his employment with the Company prior to August 31, 2009, the Company would seek
to retain his services as a consultant through that date. In
consideration of services Mr. Etterman would provide pursuant to such a
consulting agreement, the Company would allow his previously granted equity
awards to continue to vest and remain exercisable until August 31,
2009.
Item 9.01.
Financial Statements and Exhibits.
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(d)
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Exhibits.
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Exhibit
No.
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Description
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||||
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10.20
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Agreement
for Christopher Dewees executed September 15, 2008.
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||||
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10.21
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Employment
Agreement for Alan Etterman executed September 15,
2008.
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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.
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JDS
Uniphase Corporation
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|||
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Date:
September
19, 2008
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By:
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/s/ David Vellequette | |
| David Vellequette | |||
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Executive
Vice President and Chief Financial Officer
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