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FNSR > SEC Filings for FNSR > Form 8-K on 9-Dec-2008All Recent SEC Filings

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Form 8-K for FINISAR CORP


9-Dec-2008

Change in Directors or Principal Officers


Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Executive Officer Compensation
On December 3, 2008, the Compensation Committee of the Board of Directors (the "Compensation Committee") of Finisar Corporation (the "Company") approved the following base salaries for four executive officers for whom compensation information was provided in the Company's joint proxy statement/prospectus dated July 31, 2008 and Eitan Gertel, who joined the Company as Chief Executive Officer following the Company's combination with Optium Corporation which was consummated on August 29, 2008. For purposes of this report, these individuals are referred to as the "named executive officers." The Compensation Committee had previously deferred decisions regarding executive officer compensation arrangements for fiscal 2009 until after the completion of the merger. The new base salaries are effective as of July 15, 2008, the effective date of annual salary adjustments for the Company's non-officer employees.

                                                                            Base Salary
         Name                          Title                          Effective July 15, 2008
Jerry S. Rawls            Chairman of the Board                       $            444,000

Eitan Gertel              Chief Executive Officer                     $            444,000

Joseph A. Young           Senior Vice President,
                          Operations and Engineering                  $            355,000

David Buse                Senior Vice President and
                          General Manager, Network Tools
                          Division                                    $            303,000

Stephen K. Workman        Senior Vice President, Finance,
                          and Chief Financial Officer                 $            272,000

On the same date, the Compensation Committee approved target bonus levels for fiscal 2009 for each of the named executive officers equal to 100% of their base salary. The actual bonuses payable to the named executive officers other than Messrs. Rawls and Gertel will be based (i) 70% on the achievement of goals to be established by the Committee related to the Company's cash position at the end of the 2009 fiscal year and (ii) 30% on the achievement of individual goals and objectives established by the Chairman and the Chief Executive Officer. Bonuses payable to Messrs. Rawls and Gertel will be based (i) 70% on such cash goals and
(ii) 30% on such other considerations as the Committee, in its discretion, shall determine. Bonuses that become payable to the named executive officers will be payable in cash, or in restricted stock units ("RSUs") that will vest quarterly over the 2010 fiscal year, or in a combination of cash and RSUs, at the discretion of the Committee. Option Grants to Executive Officers
In connection with its annual review of executive officer compensation, the Compensation Committee on December 3, 2008 also approved grants of options to purchase shares of the Company's common stock to each of the following named executive officers:

         Name                          Title                           No. of Shares
Jerry S. Rawls            Chairman of the Board                             306,207

Eitan Gertel              Chief Executive Officer                           306,207

Joseph A. Young           Senior Vice President,
                          Operations and Engineering                        244,828

David Buse                Senior Vice President and
                          General Manager, Network Tools
                          Division                                          208,966

Stephen K. Workman        Senior Vice President, Finance,
                          and Chief Financial Officer                       187,586


Each option was granted effective December 12, 2008, the third trading day following the Company's public announcement of preliminary financial results for its fiscal quarter ended November 2, 2008, and has an exercise price equal to the closing per share sale price of the Company's common stock on December 12, 2008, as quoted on the Nasdaq Global Select Market. Each option will vest and become exercisable, subject to the optionee's continued employment with the Company, to the extent of 25% of the shares subject to the option on the eight-month anniversary of the effective date of grant, and an additional 6.25% of such shares on each of the next 12 quarterly anniversaries of the initial vesting date. The options will expire on December 12, 2018. Each option was granted pursuant to the Company's 2005 Stock Incentive Plan and the standard form of option agreement used for the grant of options under such plan.


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