CALIX, INC. (NYSE:CALX) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

CALIX, INC. (NYSE:CALX) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e)On September6, 2017, the Compensation Committee of the Board of Directors of Calix, Inc. (the “Company”) approved and the Company adopted the Calix, Inc. Amended and Restated Executive Change in Control and Severance Plan effective September 6, 2017 (the “Plan”). The Plan amends and restates in its entirety the Calix, Inc. Executive Change in Control and Severance Plan effective July 20, 2010 and is intended to replace any existing employment agreement between the Company and the Eligible Executives (as defined below) regarding severance or Change in Control (as defined in the Plan).

Eligible Executives

The Plan covers certain executives of the Company at a level of Vice President and above as identified in the Plan according to Group A (President and Chief Executive Officer), Group B (Executive Vice President; Senior Vice President, Services), Group C (Senior Vice President; Vice President, General Counsel; Vice President, Information Technology; Vice President, Cloud Products; Vice President, Systems Products; Chief Marketing Officer) and Group D (Vice President, Sales; Vice President, Supply Chain Operations; Vice President, Services Strategy, Portfolio and Operations) (collectively, “Eligible Executives”).

Severance Benefits Absent a Change in Control

Under the terms of the Plan, if the Company terminates an Eligible Executive’s employment other than for Cause (as defined in the Plan) outside of the Change in Control Period (as defined below), and the Eligible Executive is a member of Groups A, B or C, the Eligible Executive may be entitled to receive the following benefits, all as described in the Plan:

	a severance payment equal to 12 months base salary for Eligible Executives in Groups A and B, and 6 months base salary for Eligible Executives in Group C;

	a bonus payment equal to 50% of the pro-rata portion of his or her annual target bonus opportunity (“Pro-Rata Target”) for Eligible Executives in Groups A and B, and 50% of the Pro-Rata Target for Eligible Executives in Group C;

	12 months accelerated vesting of unvested equity awards for Eligible Executives in Groups A and B, and 6 months accelerated vesting of unvested equity awards for Eligible Executives in Group C; and

	12 months of health insurance benefit continuation for Eligible Executives in Groups A and B, and 6 months of health insurance benefit continuation for Eligible Executives in Group C, in each case subject to certain exceptions.

Severance Benefits in Connection with a Change in Control

Under the terms of the Plan, if the Company terminates an Eligible Executive’s employment other than for Cause or the Eligible Executive terminates his or her employment for Good Reason (as defined in the Plan) during a period of time commencing 60 days prior to a Change in Control and ending 12 months following the Change in Control (the “Change in Control Period”), and the Eligible Executive is a member of Groups A, B, C or D, the Eligible Executive may be entitled to receive the following benefits, all as described in the Plan:

	a severance payment equal to 24 months base salary for Eligible Executives in Group A, 12 months base salary for Eligible Executives in Group B, 9 months base salary for Eligible Executives in Group C and 3 months base salary for Eligible Executives in Group D;

	a bonus payment equal to 200% of the annual target bonus opportunity for Eligible Executives in Group A, 50% of the annual target bonus opportunity for Eligible Executives in Group B, 75% of the annual target bonus opportunity for Eligible Executives in Group C and 25% of the annual target bonus opportunity for Eligible Executives in Group D;

	upon attainment of the performance criteria with respect to the Eligible Executive’s annual target bonus opportunity for the fiscal year in which the termination occurs, a pro-rata bonus payment based upon the actual number of days the Eligible Executive was employed during such fiscal year;

	50% accelerated vesting of unvested equity awards; and

	24 months of health insurance benefit continuation for Eligible Executives in Group A, 12 months of health insurance benefit continuation for Eligible Executives in Group B, 9 months of health insurance benefit continuation for Eligible Executives in Group C and 3 months of health insurance benefit continuation for Eligible Executives in Group D, in each case subject to certain exceptions.

All payments and other benefits under the Plan are subject to applicable withholding obligations and the Eligible Executive’s granting of a release of all claims and compliance with certain non-competition and non-solicitation covenants.

The foregoing description of the Plan is qualified in its entirety by reference to the full text of the Plan, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 5.02 Financial Statements and Exhibits.

CALIX, INC ExhibitEX-10.1 2 ex101amendedexecicsp.htm EXHIBIT 10.1 Exhibit Exhibit 10.1CALIX,…To view the full exhibit click here
About CALIX, INC. (NYSE:CALX)
Calix, Inc. is a provider of broadband communications access systems and software for fiber- and copper-based network architectures that enable communications service providers (CSPs), to transform their networks and connect to their residential and business subscribers. The Company enables CSPs to provide a range of revenue-generating services, from basic voice and data to advanced broadband services, over legacy and next-generation access networks. The Company develops and sells carrier-class hardware and software products, which it refers to as the Unified Access portfolio. The Company’s Unified Access portfolio consists of four core systems and nodes, the E-Series access systems and nodes (E-Series systems and nodes), the B6 access nodes (B-Series nodes), the C7 multiservice, multiprotocol access system (C-Series system), and the BLM1500 gigabit passive optical network (GPON) access terminal.