UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report: April 11, 2008
(Date of Earliest Event Reported)
HARMONIC INC.
(Exact name of registrant as specified in its charter)
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| Delaware
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000-25826
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77-0201147 |
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| (State or other jurisdiction of
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Commission File Number
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(I.R.S. Employer |
| incorporation or organization)
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Identification Number) |
549 Baltic Way
Sunnyvale, CA 94089
(408) 542-2500
(Address, including zip code, and telephone number, including area code,
of registrant’s principal executive offices)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
TABLE OF CONTENTS
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers.
Effective
as of April 11, 2008, Harmonic Inc., a Delaware corporation (“Harmonic” or the
“Company”), entered into a Change of Control Severance Agreement (the “Agreement”) with Nimrod
Ben-Natan, Harmonic’s Vice President, Product Marketing, Solutions & Strategy. The Agreement
provides that, if Mr. Ben-Natan’s employment with the Company is terminated as a result of an
Involuntary Termination (as defined in the Agreement) other than for Cause (as defined in the
Agreement) at any time within eighteen (18) months following a Change of Control (as defined in the
Agreement), then Mr. Ben-Natan will be entitled to receive, among other things:
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A cash payment in an amount equal to one hundred percent (100%) of Mr. Ben-Natan’s base
salary for the twelve (12) months preceding the Change of Control; |
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A cash payment in an amount equal to either (i) 50% of the established annual target
bonus, or (ii) the average of the actual bonuses paid in each of the two prior years,
whichever is greater; |
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Continued Company-paid health, dental and life insurance coverage for up to one (1) year
from the date of the Change of Control; and |
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Accelerated vesting of one hundred percent (100%) of the unvested portion of any
outstanding stock options or restricted stock, with any stock options being exercisable for a period of
one (1) year after such termination. |
The foregoing description of the Agreement does not purport to be complete and is qualified in its
entirety by reference to the full text of the Agreement, a copy of
which is filed as Exhibit 10.1 to this Current
Report on Form 8-K, and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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| Exhibit Number |
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Description |
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10.1
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Change of Control Severance Agreement by and between Harmonic Inc. and Nimrod Ben-Natan,
effective April 11, 2008. |
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