HARMONIC INC. (NASDAQ:HLIT) 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

(e)Compensatory.

2019 Executive and Key Contributor Incentive Plans

On February 28, 2019, the Compensation Committee (the “Compensation Committee”) of the board of directors (the “Board”) of Harmonic Inc. (the “Company”), following a review of the Company’s executive compensation program in conjunction with its outside compensation consultant, approved the adoption of the Harmonic (i) 2019 Corporate Executive and Key Contributor Incentive Plan (the “Corporate Plan”), (ii) 2019 Video Executive and Key Contributor Incentive Plan (the “Video Plan”) and (iii) 2019 Cable Access Executive and Key Contributor Incentive Plan (the “Cable Access Plan” and, together with the Corporate Plan and the Video Plan, the “Plans”). The participants in the Plans include the following executive officers of the Company:

Messrs. Harshman, Kalra and Louvet are participants in the Corporate Plan. Payment of any bonus amounts will be made after the second fiscal quarter of 2019 based on performance against established Company non-GAAP gross profit, Cable Access business revenue, Video SaaS bookings and spending targets for the first fiscal half-year of 2019. Mr. Haltmayer is a participant in the Video Plan, which includes all of the elements of the Corporate Plan, other than Cable Access business revenue, and includes a Video business non-GAAP gross profit component. Mr. Ben-Natan is a participant in the Cable Access Plan, which includes all of the elements of the Corporate Plan, other than Video SaaS bookings, and includes certain strategic objectives.

With respect to the second half of fiscal 2019, the Compensation Committee will establish second-half 2019 targets for each Plan component and any payouts for performance against such second-half targets will be made following the end of fiscal year 2019.

For all Plans, a minimum threshold must be exceeded before any bonus payments will be made with respect to any Plan component, and in the event any of the half-year target metrics are surpassed, a Plan participant may receive total bonus payments of up to a maximum of 200% of the portion of such participant’s half-year target bonus that is related to that metric.

The 2019 base salary and full-year target bonus of each executive officer is as follows:

* converted from Israeli Shekel

Participants in the Plans must remain employed through the date that any bonus amount is paid in order to qualify for the bonus payment. The Compensation Committee, in its sole discretion, retains the right to amend, supplement, supersede or cancel any Plan for any reason, and reserves the right to determine whether and when to pay out any bonus amounts, regardless of the achievement of the performance targets.

About HARMONIC INC. (NASDAQ:HLIT)

Harmonic Inc. (Harmonic) designs, manufactures and sells video infrastructure products and system solutions. The Company has two segments: Video and Cable Edge. Harmonic provides technical support and professional services to its customers around the world. The Video segment sells video processing and production, and playout solutions and services to broadcast and media companies, streaming media companies, cable operators, and satellite and telecommunications (telco), and pay television (TV) service providers. Its Cable Edge business sells cable edge solutions and related services to cable operators. The Video segment offers software-based media processing platforms. The products in the video segment include video processing solutions, and video production platforms and playout solutions. The Cabled Edge segment offers products, including edge quadrature amplitude modulation (QAM) products, centralized converged cable access platform (CCAP) Solution and Distributed CCAP Solution.