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| FIO > SEC Filings for FIO > Form 8-K on 14-Sep-2012 | All Recent SEC Filings |
14-Sep-2012
Entry into a Material Definitive Agreement, Change in Directors or Principal Offi
On September 11, 2012, Fusion-io, Inc. (the "Company") entered into the Third Amendment to Amended and Restated Loan and Security Agreement with Silicon Valley Bank (the "Amendment") which amends the Amended and Restated Loan and Security Agreement, dated as of September 13, 2010 (as amended, the "Loan Agreement"), by and between the Company and Silicon Valley Bank.
The Amendment extends the maturity date of the revolving line of credit under the Loan Agreement to December 31, 2012.
A copy of the Amendment is attached as Exhibit 10.1 to this current report on Form 8-K and is incorporated by reference herein. The foregoing description of the Amendment is qualified in its entirety by reference to the full text of such agreement.
On September 12, 2012, the Compensation Committee of the Board of Directors of the Company approved changes to base salaries for the Company's named executive officers (as well as the Company's executive officers expected to be identified as named executive officers in the Company's proxy statement for its 2012 annual meeting), to be effective as of July 1, 2012, as follows:
FY 2012 FY 2013
David A. Flynn $ 360,000 $ 500,000
Dennis P. Wolf 270,000 340,000
Richard W. Boberg 210,000 280,000
Neil A. Carson 240,000 280,000
James L. Dawson 255,000 310,000
Lance L. Smith 300,000 360,000
Rick C. White 240,000 281,000
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Also on September 12, 2012, the Compensation Committee approved targets for short-term incentive award opportunities, which awards will be based on performance for the fiscal year ending June 30, 2013. These targets will be based on the following percentages of the respective officer's base salary:
FY 2012 Target FY 2013 Target
David A. Flynn 100 % 100 %
Dennis P. Wolf 70 % 70 %
Richard W. Boberg 50 % 50 %
Neil A. Carson 50 % 50 %
Lance L. Smith 70 % 70 %
Rick C. White 50 % 50 %
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Mr. Dawson's short term incentive award target for fiscal year ending June 30, 2013 is 100% of his base salary and is structured as a sales-based commission program based on bookings goals and gross margin targets.
We expect to identify Mr. Boberg, our Executive Vice President, Strategic Business Development and General Manager of Caching Solutions, and Mr. Dawson, our Executive Vice President, Worldwide Sales, as named executive officers in the Company's proxy statement for its 2012 annual meeting of stockholders. The Company is filing a copy of Mr. Boberg's employment offer letter agreement as Exhibit 10.2 to this current report on Form 8-K. The Company has previously filed a copy of Mr. Dawson's employment offer letter agreement as Exhibit 10.17 to the Company's registration statement on Form S-1/A, as amended, filed on May 6, 2011. The employment agreements of Messrs. Boberg and Dawson, and all our named executive officers, are subject to the changes approved by the Compensation Committee described above.
Exhibit No. Description
10.1 Third Amendment to Amended and Restated Loan and Security
Agreement with Silicon Valley Bank, dated as of September 11,
2012.
10.2 Offer Letter, dated as of August 4, 2011, between the Company and
Richard W. Boberg.
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