Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Compensatory Arrangements of Certain Officers On February 20, 2013, the Change of Control Retention Agreement between Brocade Communications Systems, Inc. ("Brocade") and each of Brocade's executive officers, respectively, was amended. The amendments were adopted solely for the purpose of furthering Brocade's intention to attempt to qualify certain amounts potentially payable under a proposed bonus plan as "performance-based" compensation under Section 162(m) of the Internal Revenue Code of 1986, as amended. Otherwise, payments made under the proposed bonus plan would not be able to qualify as tax deductible expenses under Section 162(m) prior to this change. Under each amendment, the potential severance amount payable to the officer upon a qualifying termination of employment that is not in connection with a change of control of Brocade no longer is tied in part to the officer's target bonus under Brocade's Senior Leadership Plan but rather the part tied to a percentage of such executive officer's base salary has been increased. As of the effective date of the amendments, this change does not increase or decrease the benefits potentially payable under the Change of Control Retention Agreements. Under each officer's respective Change of Control Retention Agreement, as amended, the portion of the potential severance amount tied to salary for Lloyd Carney, Chief Executive Officer, is 250% of base salary, for Daniel Fairfax, Vice President, Finance and Chief Financial Officer, the amount is 90% of base salary, and for Tyler Wall, Vice President, General Counsel, the amount is 87.5% of base salary.
A copy of the form of Amendment to Change of Control Retention Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Election of Directors
On February 15, 2013, Lloyd Carney, Brocade's Chief Executive Officer, was appointed to the Board of Directors of Brocade (the "Board"). Mr. Carney has also been appointed to serve as chairman of both Brocade's Corporate Development and Financing Committees of the Board and will also serve as a member of the Grant Committee of the Board. As an employee of Brocade, Mr. Carney will not receive compensation for his services as a director. Item 9.01 Financial Statements and Exhibits
(d) Exhibits.

Exhibit Number Exhibit Description Form of Amendment to Change of Control Agreement between Brocade and 10.1 Brocade's executive officers.

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