Acacia Communications,Inc. (NASDAQ:ACIA) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e)Effective February 14, 2019, the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of Acacia Communications, Inc. (the “Company”) approved awards of time-based restricted stock units (each an “RSU” and, collectively, the “RSUs”) and performance-based restricted stock units (each, a “PRSU,” collectively, the “PRSUs” and, together with the RSUs, the “Awards”) to the Company’s executive officers, including 25,334 RSUs and up to a maximum of 24,956 PRSUs for Murugesan Shanmugaraj, President and Chief Executive Officer, 16,587 RSUs and up to a maximum of 16,340 PRSUs for John F. Gavin, Chief Financial Officer, and 15,833 RSUs and up to a maximum of 15,596 PRSUs for each of Benny P. Mikkelsen, Founder, Chief Technical Officer, Christian J. Rasmussen, Founder, Vice President of Digital Signal Processing and Optics, and Bhupendra C. Shah, Vice President of Engineering, under the Company’s 2016 Equity Incentive Plan (the “Plan”). Each Award was made to a restricted stock unit agreement with the applicable officer under the Plan in the form previously approved by the Board (the “RSU Agreement”).
Each RSU and PRSU represents the right to receive one share of common stock, $0.0001 par value per share, of the Company (the “Common Stock”) upon vesting of the Award, subject to the terms and conditions set forth in the Plan and the applicable RSU Agreement.
The RSUs vest based on satisfaction of a time-based requirement only, which will be satisfied with respect to 25% of the RSUs on February 1, 2020, and with respect to an additional 25% of the RSUs each year thereafter. Vesting of these RSUs is subject to the applicable officer’s continued provision of services to the Company through the applicable vesting date.
The PRSUs are subject to performance-based vesting. The number of PRSUs that vest is measured based on the level of achievement of a performance objective over a three-year period (the “Performance Period”) running from January 1, 2019 through December 31, 2021, as determined and certified by the Committee following the end of such Performance Period. Vesting of the PRSUs is also subject to the applicable officer’s continued provision of services to the Company through the vesting date, except in the case of death or disability where vesting will be pro-rated for time worked during the Performance Period.
The number of PRSUs that vest will be determined based on the Company’s percentile achievement of relative total shareholder returns against an external comparator group during the Performance Period (the “Relative TSR Objective”). No PRSUs will vest unless a threshold level of achievement of the Relative TSR Objective is achieved.
In the event that the Company is subject to a Change in Control (as defined in the Company’s Amended and Restated Severance and Change in Control Benefits Plan previously approved by the Board), the RSUs will be subject to the acceleration provisions of the Company’s Amended and Restated Severance and Change in Control Benefits Plan.
With respect to the PRSUs, in the event of a Change in Control occurring during the Performance Period to which consideration is received by holders of Common Stock, the Performance Period will be deemed to end upon the closing date of the Change in Control and achievement of the Relative TSR Objective will be determined based on the price paid to holders of Common Stock in connection with the Change in Control.
The foregoing description of the Awards does not purport to be complete and is qualified in its entirety by the complete text of the form of the RSU Agreement, which is incorporated herein by reference to Exhibit 10.9 to Amendment No. 1 to the Registration Statement on Form S-1 (File No. 333-208680) filed by the Company with the Securities and Exchange Commission on February 24, 2016.
About Acacia Communications,Inc. (NASDAQ:ACIA)
Acacia Communications, Inc. is a provider of coherent interconnect products for communications networks relied upon by cloud infrastructure operators and content and communications service providers. The Company’s product family includes AC100-MSA, AC100-CFP, CFP2-ACO and AC400 Flex. Its AC100-MSA product family includes AC100-G, AC100-S and AC100-C. Its AC100-CFP product family includes AC100-CFP-M, AC100-CFP-ZR and AC100-CFP-L. Its CFP2-ACO product family contains a single module that has an analog electrical interface. Its AC400 Flex product family includes AC400-U, AC400-S and AC400-UL. Its products include a series of low-power coherent digital signal processor application-specific integrated circuits (DSP ASICs) and silicon photonic integrated circuits (PICs), which the Company has integrated into families of optical interconnect modules with transmission speeds ranging from 40 to 400 gigabits per second for use in long-haul, metro and inter-data center markets.
