(Edgar Glimpses Via Acquire Media NewsEdge)
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Transition in Chief Financial Officer and Departure of Director
On February 10, 2014, Calix, Inc. (the "Company") announced that William J.
Atkins had been appointed as the Company's Executive Vice President and Chief
Financial Officer, effective as of February 10, 2014, replacing Michael Ashby,
who will be retiring from the Company. Mr. Ashby will continue to serve as the
Company's principal financial officer and principal accounting officer until
February 28, 2014, with the title of Executive Vice President and Chief
Accounting Officer. On March 1, 2014 (the "Transition Date"), Mr. Ashby will
transition to the role of Advisor to the Chief Executive Officer and Chief
Financial Officer, and will terminate his employment with the Company effective
as of August 11, 2014 (the "Termination Date").
On February 7, 2014, Mr. Ashby and the Company entered into a Transition and
Separation Agreement (the "Transition Agreement") providing for Mr. Ashby's
transition as described above. During the period of time commencing on the
Transition Date and ending on the Termination Date ("Transition Period"), Mr.
Ashby will continue to be paid his annual base salary in bi-weekly installments,
accrue paid vacation and be eligible for all employee benefit plans available to
senior executives of the Company, other than the Company's Change in Control and
Severance Plan (the "Severance Plan"). Each stock option, restricted stock award
and restricted stock unit award held by Mr. Ashby will continue to vest in
accordance with its terms and remain outstanding based upon his continued
service during the Transition Period.
On February 10, 2014, Mr. Ashby also informed the Company that he would be
resigning from the Company's Board of Directors effective February 11, 2014.
On December 21, 2013, the Company entered into an offer letter with Mr. Atkins
(the "Atkins Offer Letter") regarding his future employment with the Company.
The Atkins Offer Letter provides that upon joining the Company as its Executive
Vice President and Chief Financial Officer, Mr. Atkins will receive an annual
base salary of $300,000 and will be eligible to receive a target annual bonus of
50% of his annual base salary, based on achievement of objectives approved by
the Compensation Committee. The Company also agreed to pay Mr. Atkins a $20,000
sign-on bonus, up to $45,000 in reasonable relocation costs, the full cost of
relocation travel, and up to $8,500 per month in rent, utilities and
lease-related charges for temporary housing for up to 12 months in San
Francisco, California. Mr. Atkins will be eligible to participate in the
Severance Plan as a "Senior Executive" (as defined in the Severance Plan). The
Atkins Offer Letter also provides that Mr. Atkins will receive a stock option
grant under the Company's 2010 Equity Incentive Award Plan exercisable for
300,000 shares of the Company's common stock with an exercise price equal to the
fair market value on the date of grant, as determined by the Company's Board of
Directors. The option award will vest and become exercisable as to 25% of the
shares subject thereto on February 11, 2015, with the remainder of the shares
vesting monthly thereafter in equal installments over 36 months, subject to Mr.
Atkins remaining continuously employed with the Company through each such date.
See the Company's definitive proxy statement on Schedule 14A filed with the
Securities and Exchange Commission on April 8, 2013 for additional information
about the Severance Plan and the Company's 2010 Equity Incentive Award Plan.
Mr. Atkins, age 52, joins the Company from Fairfax Media Partners, LLC, a
Washington DC area investment and advisory firm, where he has served as Senior
Partner since July 2010. He has also served as President and Founder of Arbor
LLC, a firm that provides advisory services to and investments in technology,
media, telecommunications and basic industry sectors. He previously served as
Chief Financial Officer from January 2007 to February 2009 of Rivada Networks
International, LLC, a provider of mobile emergency communications equipment and
services for the homeland security and public safety sectors. Mr. Atkins was
also previously Executive Vice President and Chief Financial Officer of
Intelsat, Ltd., the world's largest fixed satellite telecommunications services
operator. Before joining Intelsat, Mr. Atkins held various positions at Morgan
Stanley, including head of European telecommunications corporate finance. Prior
to Morgan Stanley, he co-founded the telecommunications investment banking
practice at S.G. Warburg. William has a BA and an MA from Stanford University.
The foregoing description of the Transition Agreement and the Atkins Offer
Letter is included to provide information regarding their terms. It does not
purport to be a complete description and it is qualified in its entirety by
reference to the full text of the Transition Agreement and the Atkins Offer
Letter which will be filed as exhibits to the Company's Annual Report on Form
10-K for the fiscal year ended December 31, 2013.
The Company issued a press release on February 10, 2014 announcing the
appointment of Mr. Atkins, a copy of which is filed as Exhibit 99.1 hereto and
is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.