Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers On September 26, 2008, the Board of Directors of Compellent Technologies, Inc. appointed Duston M. Williams to serve as a director, effective as of October 1, 2008. Mr. Williams was also appointed to serve on the Audit Committee of the Board, effective as of October 1, 2008, replacing R. David Spreng who resigned from the Audit Committee upon the effectiveness of Mr. Williams appointment to the Board.
Mr. Williams, age 50, has served as the Chief Financial Officer of Infinera Corporation, an optical networking company, since June 2006. From December 2004 to June 2006, Mr. Williams was Executive Vice President and Chief Financial Officer of Maxtor Corporation, an information storage solutions company. From July 2003 to November 2004, Mr. Williams served as Chief Financial Officer of Aruba Networks, Inc., a network infrastructure company. From July 2001 to February 2003, Mr. Williams served as Chief Financial Officer of Rhapsody Networks, Inc., a storage networking provider. Mr. Williams currently serves on the board of directors of BlueArc Corporation, a privately-held network storage company. Mr. Williams holds a B.S. in Accounting from Bentley College and an M.B.A. from the University of Southern California.
In connection with his appointment to the Board, Mr. Williams will receive compensation consistent with our compensation arrangements for non-employee directors, including cash compensation in the amount of $20,000 per year plus $5,000 per year as a member of the Audit Committee, both of which are payable on a quarterly basis. We also granted Mr. Williams an option on October 1, 2008 to purchase 42,735 shares of our common stock under our 2007 Equity Incentive Plan at an exercise price equal to $12.35, the closing price of our common stock as reported by NYSE Arca on October 1, 2008. The shares subject to this stock option will vest 1/36th per month over a three year period, contingent upon Mr. William's continued service. If Mr. Williams is required to resign his position as a condition of a change-in-control transaction or is removed as a director in connection with a change-in-control transaction, the unvested portion of his stock option shall vest in full. In the event of certain significant corporate transactions, if the surviving or acquiring entity or its parent elects not to assume, continue or substitute such stock options, then the stock option shall accelerate in full prior to the effective time of such corporate transaction and the stock option shall terminate if not exercised at or prior to the effective time of the corporate transaction.
We also intend to enter into our standard form of indemnification agreement with Mr. Williams. The form of indemnification agreement is filed as Exhibit 10.2 to our Registration Statement on Form S-1, as amended, initially filed with the Securities and Exchange Commission on July 2, 2007.

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