On June 6, 2017, Harold Covert resigned as the Chief Financial
Officer of Harmonic Inc. (Harmonic or the Company), effective
June 6, 2017. to the previously disclosed transition letter
agreement between the Company and Mr. Covert dated December 12,
2016, Mr. Covert will remain available to Harmonic in an advisory
capacity for up to 60 days following his resignation to assist
with the transition of his responsibilities and other related
matters as well as execute a release agreement that becomes
effective and irrevocable no later than 60 days following his
resignation.

The foregoing description of the transition letter agreement does
not purport to be complete and is qualified in its entirety by
reference to the full text of the letter agreement, a copy of
which was previously filed and is incorporated by reference
herein as Exhibit 10.1.

In connection with Mr. Coverts resignation, the Companys board of
directors appointed Sanjay Kalra as Harmonics Chief Financial
Officer and Principal Financial and Accounting Officer, effective
June 6, 2017. Mr. Kalra, age 44, has served as Harmonics Vice
President, Corporate Controller and Chief Accounting Officer
since November 2016. Prior to joining Harmonic, Mr. Kalra served
as a Corporate Controller at TiVo, Inc., a provider of on-demand
television services, from June 2013 to October 2016. From
September 2012 to June 2013, Mr. Kalra served as Vice President
and Corporate Controller at Model N, Inc., a provider of revenue
management solutions. From February 2007 to September 2012, Mr.
Kalra served in various financial roles at Silicon Image, Inc., a
semiconductor company. Prior to joining Silicon Image, Mr. Kalra
spent nine years in public accounting at Ernst Young LLP. Mr.
Kalra holds a B. Com. in Commerce and Accounting from CCS
University, India, is a Chartered Accountant from Institute of
Chartered Accountants of India and is a Certified Public
Accountant.

In connection with Mr. Kalras appointment, the compensation
committee of the Companys board of directors (the Compensation
Committee) approved an increase to Mr. Kalras base salary to
$320,000 per year and an increase to his annual bonus incentive
target to $176,000. The Compensation Committee also approved a
grant of 50,000 restricted stock units (RSUs), each unit
representing a contingent right to receive one share of Harmonic
common stock. One-third of the RSUs will vest on the one year
anniversary of the grant date and the remainder will vest in
equal installments every three months thereafter, in each case
subject to Mr. Kalras continued employment on each such date. In
addition, the Compensation Committee approved a grant of 25,000
performance-based restricted stock units (PRSUs), each unit
representing a contingent right to receive one share of Harmonic
common stock. If the closing price of Harmonics common stock, as
quoted on The NASDAQ Stock Market, equals or exceeds certain
stock price thresholds for at least 20 consecutive trading days
(the Minimum Trading Period), then 25% of the PRSUs will vest on
the final day of the Minimum Trading Period. If the stock price
threshold for which the Minimum Trading Period has been satisfied
exceeds one or more other stock price thresholds for which the
PRSU award has not already vested, then the vesting associated
with all such stock price thresholds shall occur as of the close
of market on the final day of the Minimum Trading Period.

Mr. Kalra and Harmonic have also entered into a Change of Control
Severance Agreement, effective June 6, 2017 (the Change of
Control Severance Agreement), to which, in the event of a
termination of Mr. Kalra other than for cause (as defined in the
Change of Control Severance Agreement) within 18 months following
a change in control of Harmonic (as defined in the Change of
Control Severance Agreement), Mr. Kalra will be entitled to
receive (i) a lump-sum payment equal to one years salary, (ii) an
amount equal to the greater of 50% of Mr. Kalras then annual
target bonus or the average of the actual bonus paid to Mr. Kalra
in each of the two prior years, and (iii) a continuation of Mr.
Kalras health, dental and life insurance benefits for up to one
year after the change of control. The Change of Control Severance
Agreement also provides for outplacement assistance and the full
acceleration of any unvested stock options and restricted stock
unit awards held by Mr. Kalra in the event of such termination,
subject to certain limitations.

The foregoing description of the Change of Control Severance
Agreement does not purport to be complete and is qualified in its
entirety by reference to the full text of the Change of Control
Severance Agreement, a copy of which is filed as Exhibit 10.2 to
this Current Report on Form 8-K, and is incorporated herein by
reference.

Mr. Kalra has also entered into the Companys standard form of
indemnification agreement (the Indemnification Agreement). to the
Indemnification Agreement, the Company agrees to indemnify Mr.
Kalra against certain liabilities that may arise by reason of his
status or services as Chief Financial Officer of the Company and
to advancement of his expenses incurred as a result of any
proceeding as to which he may be indemnified. The Indemnification
Agreement is intended to provide indemnification rights to the
fullest extent permitted under applicable indemnification rights
statutes in the State of Delaware and is in addition to any other
rights Mr. Kalra may have under the Companys amended and restated
certificate of incorporation, bylaws and applicable law.

The foregoing description of the Indemnification Agreement does
not purport to be complete and is qualified in its entirety by
reference to the full text of the Indemnification Agreement, a
copy of which was previously filed and is incorporated by
reference herein as Exhibit 10.3.

Mr. Kalra has no family relationships with any of Harmonics
directors or executive officers, and he has no direct or indirect
material interest in any transaction required to be disclosed to
Item 404(a) of Regulation S-K.

A copy of the press release relating to these announcements is
attached hereto as Exhibit 99.1. The information in the press
release attached hereto as Exhibit 99.1 attached hereto is being
furnished and shall not be deemed filed for the purposes of
Section 18 of the Securities Exchange Act of 1934, as amended
(the Exchange Act), or otherwise subject to the liabilities of
that Section, and Exhibit 99.1 furnished herewith shall not be
incorporated by reference into any filing by Harmonic under the
Securities Act of 1933, as amended, or under the Exchange Act.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.