UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Form 8-K
Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 14, 2010
Oclaro, Inc.
(Exact name of registrant as specified in its charter)
000-30684
(Commission File Number)
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Delaware
(State or other jurisdiction of
incorporation)
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20-1303994
(I.R.S. Employer Identification No.) |
2584 Junction Avenue
San Jose, California 95134
(Address of principal executive offices, including zip code)
(408) 383-1400
(Registrants telephone number, including area code)
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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.02. |
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Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers. |
(e) Amendment of Executive Severance and Retention Agreements
On December 14, 2010, Oclaro, Inc. (the Registrant) entered into a technical amendment to
the Executive Severance and Retention Agreements (the Retention Agreements) with Jerry Turin, the
Registrants Chief Financial Officer, and Kate Rundle, the Registrants Executive Vice President,
General Counsel and Corporate Secretary. The amendment to the Retention Agreements is intended to
ensure compliance with Section 409A of the Internal Revenue Code of 1986, as amended. Pursuant to
the amendment, the circumstances that give rise to Good Reason have been reduced to the include
only the following: (i) a material diminution in the executives authority, duties or
responsibilities; (ii) a material diminution in the executives base compensation; (iii) a change
by the Registrant in the location at which the executive performs the executives principal duties
to a new location that is both outside a radius of 35 miles from the executives principal
residence and more than 20 miles from the location at which the executive previously performed
executives principal duties; and (iv) any material breach by the Registrant of the Retention
Agreement. The terms and conditions of each Retention Agreement, other than those modified by the
foregoing amendment (and certain other technical amendments), will remain in full force and
effect.