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INFN > SEC Filings for INFN > Form 8-K on 20-Jun-2013All Recent SEC Filings

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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.

(c) On June 19, 2013, Infinera Corporation (the "Company") announced the appointment of David F. Welch, Ph.D., to the position of President of the Company effective immediately.

Prior to his promotion to President, Dr. Welch, age 52, a co-founder of the Company, served as Executive Vice President and Chief Strategy Officer since January 2004. Dr. Welch has served as a member of the Board of Directors of the Company (the "Board") since October 2010. In addition, he has previously held various other roles at the Company including, Chief Development Officer/Chief Technology Officer from May 2001 to January 2005, and Chief Marketing Officer from January 2005 to January 2009, as well as served as a member of our Board from May 2001 to November 2006. Prior to co-founding Infinera, Dr. Welch served as Chief Technology Officer of the Transmission Products Group of JDS Uniphase Corporation, an optical component company, and served in various executive roles, including Chief Technology Officer and Vice President of Corporate Development, at SDL Inc., an optical component company. He holds a B.S. in Electrical Engineering from the University of Delaware and a Ph.D. in Electrical Engineering from Cornell University. Dr. Welch holds over 130 patents, and has been awarded the Adolph Lomb Medal, Joseph Fraunhofer Award and the John Tyndall Award in recognition of his technical contributions to the optical industry. He is a Fellow of the Optical Society of America and the Institute of Electrical and Electronics Engineers.

In connection with Dr. Welch's appointment to the position of President, on June 19, 2013, the Compensation Committee of the Board (the "Committee") increased his annual base salary from $350,000 to $360,000, but made no change to his annual cash incentive bonus target of 80% of his base salary for 100% achievement under the Company's 2013 Bonus Plan, which is more fully described in the Company's Form 8-K filed with the Securities Exchange Commission on February 5, 2013. In addition, the Committee granted Dr. Welch 48,000 restricted stock units pursuant to the Company's 2007 Equity Incentive Plan. The restricted stock units shall vest as to one-fourth of the underlying shares annually on each of August 5, 2014, 2015, 2016 and 2017, subject to Dr. Welch's continued service to the Company.

There are no arrangements or understandings between Dr. Welch and any other persons pursuant to which Dr. Welch was appointed as President of the Company. There are no transactions in which Dr. Welch has an interest requiring disclosure under Item 404(a) of Regulation S-K.

(e) The information set forth in Item 5.02(c) of this Current Report on Form 8-K is incorporated herein by reference.

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