BROCADE COMMUNICATIONS SYSTEMS, INC. (NASDAQ:BRCD) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Item5.02. Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.

On February2, 2017, the Compensation Committee (the Committee) of
the Board of Directors of Brocade Communications Systems, Inc.
(the Company) approved the Brocade Senior Leadership Plan (the
Plan), a cash bonus plan applicable to certain senior executives,
for fiscal 2017. The Plan is administered by the Committee. The
following is a brief description of the Plan:

Eligibility. Certain senior executives of the
Company, including the Companys principal executive officer
(Lloyd A. Carney), the Companys principal financial officer
(Daniel W. Fairfax), and each of the Companys other named
executive officers (Jeffrey P. Lindholm, Ken K. Cheng and Gale E.
England), are eligible to participate in and earn cash bonuses
under the Plan.

Elimination of Performance Metrics. The
uncertainties associated with the proposed acquisition of the
Company by Broadcom Limited (Broadcom), and Broadcoms planned
divestiture of the Companys IP Networking business, are expected
to impact the Companys overall performance in ways that are
difficult to measure. Consequently, the Committee determined that
the customary performance metrics that have guided the
calculation and payment of incentive compensation in previous
years will not serve their past purposes and determined to
eliminate such performance metrics under the Plan for the
Companys fiscal 2017.

Calculation of Cash Bonus Payouts. Cash bonus
payouts under the Plan for each participant are calculated by
multiplying the participants annual incentive percentage, as
approved by the Committee, by the participants highest annual
base salary during the performance period, subject to pro-ration
as described below.

Pro-Rata Payouts. The Plan provides for pro-rata
payouts in the event of certain qualifying terminations of
employment (as defined in the Plan) of a Plan participant,
subject to the participants execution of a general release of
claims. Any participant whose employment otherwise terminates
during fiscal 2017 is not eligible to receive any payout under
the Plan. Pro-rata payouts will not be made, however, if the
participant is entitled to receive a specified bonus under an
existing change of control or severance agreement.

Payout Period. Cash bonuses under the Plan
generally will be paid out within 30 business days after the end
of the Companys fiscal 2017. Pro-rata payouts generally will be
made within 30 business days following a qualifying termination
of employment and the effectiveness of the related general
release of claims. The Committee will determine whether any
participant who terminates employment with the Company in
connection with a corporate transaction will receive any Plan
benefits in connection with such termination and whether and how
the Plan will continue to apply to such participant if he or she
accepts an offer of employment with another entity in connection
with a corporate transaction.

Financial Covenant Compliance. The Plan provides
that payouts under the Plan may be reduced or delayed under
certain circumstances to the extent necessary to avoid material
non-compliance with financial covenants.

Payments to Named Executive Officers. The
maximum cash bonus payouts that may be made under the Plan to the
Companys named executive officers are as follows:

A full copy of the Plan will be filed with the Companys quarterly
report on Form 10-Q for the second fiscal quarter of 2017.

As previously reported, on November2, 2016, the Company entered
into an Agreement and Plan of Merger (the Merger Agreement) with
Broadcom Limited (Broadcom) to which Broadcom agreed to acquire
the Company. Under the terms of the Merger Agreement, the
acquisition cannot be completed until the waiting period under
the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
amended (the HSR Act), applicable to the transactions
contemplated by the Merger Agreement has expired or been
terminated, the parties have obtained affirmative approval or
clearance required under the antitrust laws of the European
Union, Japan and the Peoples Republic of China, and the other
closing conditions under the Merger Agreement have been satisfied
or waived.

Also as previously reported, on January4, 2017, in consultation
with the Federal Trade Commission (FTC) and the Company, Broadcom
refiled its premerger notification and report form with the FTC
and the Antitrust Division of the Department of Justice under the
HSR Act. As a result, the waiting period under the HSR Act with
respect to the transactions contemplated by the Merger Agreement
was scheduled to expire at 11:59 p.m., Eastern Time, on
February3, 2017, unless extended by a request for additional
information or terminated earlier.

On February3, 2017, each of the Company and Broadcom received a
request for additional information and documentary materials,
commonly referred to as a second request, from the FTC. The FTCs
second request is a standard part of the review process and has
the effect of extending the waiting period under the HSR Act
until 30 days after the parties substantially comply with the
request, unless the waiting period is extended voluntarily by the
parties or terminated earlier by the FTC. The Company intends to
continue to cooperate fully with the FTC in connection with its
review.

The Company continues to expect that the acquisition will be
consummated in the second half of its fiscal year 2017 (which
begins on April30, 2017 and ends on October28, 2017), subject to
the satisfaction or waiver of all closing conditions.

Legal Notice Regarding Forward-Looking
Statements

This communication, and any documents to which the Company refers
you in this communication, contains not only historical
information, but also forward-looking statements made to the
safe-harbor provisions of the Private Securities Litigation
Reform Act of 1995. These forward-looking statements represent
the Companys current expectations or beliefs concerning future
events, including but not limited to the expected completion and
timing of the proposed transaction and other information relating
to the proposed transaction. Without limiting the foregoing, the
words believes, anticipates, plans, expects, intends, forecasts,
should, estimates, contemplate, future, goal, potential, predict,
project, projection, target, seek, may, will, could, should,
would, assuming and similar expressions are intended to identify
forward-looking statements. You should read any such
forward-looking statements carefully, as they involve a number of
risks, uncertainties and assumptions that may cause actual
results to differ significantly from those projected or
contemplated in any such forward-looking statement. Those risks,
uncertainties and assumptions include, (i)the risk that the
proposed transaction may not be completed in a timely manner or
at all, which may adversely affect the Companys business and the
price of the Companys common stock, (ii)the failure to satisfy
any of the conditions to the consummation of the proposed
transaction, including the receipt of certain governmental and
regulatory approvals, (iii)the occurrence of any event, change or
other circumstance that could give rise to the termination of the
Merger Agreement, (iv)the outcome of any legal proceedings that
have been or may be instituted against the Company related to the
Merger Agreement or the proposed transaction, and(v) other risks
described in the Companys and Broadcoms filings with the SEC,
such as their respective Quarterly Reports on Form 10-Q and
Annual Reports on Form 10-K. Forward-looking statements speak
only as of the date of this communication or the date of any
document incorporated by reference in this document. Except as
required by applicable law or regulation, the Company does not
assume any obligation to update any such forward-looking
statements whether as the result of new developments or
otherwise.

About BROCADE COMMUNICATIONS SYSTEMS, INC. (NASDAQ:BRCD)

Brocade Communications Systems, Inc. (Brocade) is a supplier of networking hardware, software and services, including storage area networking (SAN) solutions and Internet protocol (IP) networking solutions for businesses and organizations of various types and sizes. The Company operates through three segments: SAN Products, IP Networking Products and Global Services. The SAN Products segment includes infrastructure products and solutions that help customers develop and deploy storage and server consolidation, disaster recovery and data security. The IP Networking Products segment includes Layer 2 and Layer 3 Ethernet switches, and routers to connect users over private and public networks. The Global Services segment includes break or fix maintenance, installation, consulting, network management and software maintenance, and post-contract customer support. Its products enable customers to deploy architectures and technologies, including virtualization and cloud computing.

BROCADE COMMUNICATIONS SYSTEMS, INC. (NASDAQ:BRCD) Recent Trading Information

BROCADE COMMUNICATIONS SYSTEMS, INC. (NASDAQ:BRCD) closed its last trading session down -0.03 at 12.48 with 2,802,537 shares trading hands.