Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment
of Certain Officers; Compensatory Arrangements of Certain Officers
(e) Changes in Executive Officer Compensation Arrangements.
On June 5, 2012, the Compensation Committee of the Board of Directors (the
"Compensation Committee") of Finisar Corporation (the "Company") adopted an
executive officer bonus plan for the fiscal year ending April 30, 2013 (the
"Fiscal 2013 Plan"). Under the Fiscal 2013 Plan, the aggregate target bonuses
for Jerry S. Rawls, Chairman of the Board, and Eitan Gertel, Chief Executive
Officer, are 100% of such executive officers' annual base salary, and the
aggregate target bonus for each of the other executive officers of the Company
is 60% of such executive officer's annual base salary. The amount, if any, of an
executive officer's annual bonus under the Fiscal 2013 Plan will be based 50% on
the Company's achievement of non-GAAP operating income targets and 50% on a
discretionary determination by the Compensation Committee taking into account
the Company's overall financial performance, the applicable executive officer's
performance during the fiscal year and such other factors as the Compensation
Committee deems appropriate. The maximum total bonus payable to each officer
under the formula and discretionary components of the Fiscal 2013 Plan is two
times the officer's target bonus. Any bonus amounts earned under the Fiscal 2013
Plan are expected to be paid in cash.