Viavi Solutions Inc. (NASDAQ:VIAV) 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.

(e) On June20, 2017, the Board of Directors (the
Board) of Viavi Solutions Inc. (the
Company) adopted the Companys Executive Variable
Pay Plan for fiscal year 2018 (the 2018 Executive
VPP) under which the Companys executive team, including
the Companys named executive officers (NEOs),
have the opportunity to earn incentive bonuses based upon
semi-annual performance metrics.

Actual cash incentive payments awarded under the 2018 Executive
VPP will range from 0% to 150% of an eligible executives target
incentive opportunity (TIO) depending on (1)the
achievement of a revenue objective (the Revenue
Target) compared to the Companys annual operating plan
(AOP) and (2)the achievement of a non-GAAP
operating profit objective (the Profitability
Target) compared to the AOP. Payments under the 2018
Executive VPP will be measured and paid semi-annually.

Oleg Khaykin, the Companys Chief Executive Officer, and Amar
Maletira, the Companys Chief Financial Officer, will participate
in the 2018 Executive VPP as Corporate Executives. For Corporate
Executives, the Revenue Target and Profitability Target will be
calculated based on Viavis company-wide performance and will be
weighted 40% on Revenue Target achievement and 60% on
Profitability Target achievement.

Luke Scrivanich, the Senior Vice President General Manager of the
Companys Optical Security and Performance Products
(OSP) business segment will participate as an
OSP Executive. For OSP Executives, the Revenue Target and
Profitability Target will be calculated based on the performance
of the OSP business segment and will be weighted 40% on Revenue
Target achievement and 60% on Profitability Target achievement.

On June20, 2017, the Compensation Committee (the
Committee) of the Board amended and restated the
Viavi Solutions Inc. Change of Control Benefits Plan (the
Plan) to extend the Plan and streamline and
clarify certain provisions of the Plan. The Plan is effective
immediately. The Plan provides benefits to Eligible Employees (as
defined in the Plan), including the Companys NEOs, if such
executives are terminated without Cause or resign for Good Reason
within 12 months after a Change in Control (each as defined in
the Plan).

Changes to the Plan include:

The foregoing is a summary description of the material terms of
the changes to the Plan, and is qualified in its entirety by the
text of the amended and restated Plan, which is attached hereto
as Exhibit10.1 and incorporated herein by reference.

Item9.01. Financial Statements and Exhibits.

VIAVI SOLUTIONS INC. Exhibit
EX-10.1 2 d416568dex101.htm EX-10.1 EX-10.1 Exhibit 10.1 VIAVI SOLUTIONS INC. CHANGE OF CONTROL BENEFITS PLAN (Amended and Restated Effective June 20,…
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About Viavi Solutions Inc. (NASDAQ:VIAV)

Viavi Solutions Inc. (Viavi) is a provider of network test, monitoring and assurance solutions to communications service providers, enterprises and their ecosystems. The Company also offers thin film optical coatings, providing light management solutions to anti-counterfeiting, consumer and industrial, government and healthcare and other markets. The Company’s segments include Network Enablement (NE), Service Enablement (SE), and Optical Security and Performance Products (OSP). The NE segment provides testing solutions that access the network to perform build-out and maintenance tasks. The SE segment offers solutions, which are embedded systems that yield network, service and application performance data. The OSP segment provides optical security solutions. The OSP segment’s security offerings for the currency market include Optically Variable Pigment (OVP), Optically Variable Magnetic Pigment (OVMP) and banknote thread substrates.