UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
FORM 8-K
 CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 27, 2019
CALIX, INC.
(Exact name of Registrant as specified in its charter)
 
 
 
 
 
 
Delaware
 
001-34674
 
68-0438710
(State or other jurisdiction
of incorporation)
 
(Commission
File No.)
 
(I.R.S. Employer
Identification No.)
 
 
 
2777 Orchard Parkway, San Jose, California
 
95134
(Address of principal executive offices)
 
(Zip Code)
(408) 514-3000
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class
 
Trading Symbol
 
Name of Each Exchange on Which Registered
Common Stock, par value $0.025 per share
 
CALX
 
New York Stock Exchange (NYSE)


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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging Growth Company
 
o
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act).  o


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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e)    On November 27, 2019 (the “Grant Date”), the Compensation Committee of the Board of Directors (the “Compensation Committee”) of Calix, Inc. (the “Company”) approved letter agreements with each of Mr. Cory Sindelar, the Company’s Chief Financial Officer, and Mr. Michael Weening, the Company’s Executive Vice President, Field Operations, that provide for current and future equity grants for each executive under the Company’s 2019 Equity Incentive Award Plan (the “Plan”) and relocation allowance payments for Mr. Weening.

Letter Agreement with Mr. Sindelar

On the Grant Date, Mr. Sindelar received an option to purchase 200,000 shares of the Company’s Common Stock and, subject to Mr. Sindelar’s continued employment with the Company, Mr. Sindelar will automatically be granted an additional option to purchase 150,000 shares of the Company’s Common Stock on the first anniversary of the Grant Date and an additional option to purchase 100,000 shares of the Company’s Common Stock on each of the second, third and fourth anniversaries of the Grant Date. Each such option has, or in the case of future grants will have, an exercise price per share equal to the closing trading price of the Company’s Common Stock on the date of grant, and will vest and become exercisable over four years, with 25% of the shares underlying each option vesting on the first anniversary of the grant date of such option, and the remainder vesting in equal quarterly installments over the next three years. Any shares issued upon exercise of the foregoing options may not be transferred by Mr. Sindelar prior to the second anniversary of the date such shares vest.

The terms of the option granted and the future options to be granted to Mr. Sindelar are set forth in the Letter Agreement dated November 27, 2019 by and between the Company and Mr. Sindelar (the “Sindelar Letter Agreement”) included as Exhibit 10.1 to this Current Report on Form 8-K.

Letter Agreement with Mr. Weening

On the Grant Date, Mr. Weening received an option to purchase 600,000 shares of the Company’s Common Stock and, subject to Mr. Weening’s continued employment with the Company, Mr. Weening will automatically be granted an additional option to purchase 300,000 shares of the Company’s Common Stock on the first anniversary of the Grant Date and an additional option to purchase 120,000 shares of the Company’s Common Stock on each of the second, third and fourth anniversaries of the Grant Date. Each such option has, or in the case of future grants will have, an exercise price per share equal to the closing trading price of the Company’s Common Stock on the date of grant, and will vest and become exercisable over four years, with 25% of the shares underlying each option vesting on the first anniversary of the grant date of such option, and the remainder vesting in equal quarterly installments over the next three years. Any shares issued upon exercise of the foregoing options may not be transferred by Mr. Weening prior to the second anniversary of the date such shares vest.

In addition, the Compensation Committee approved a relocation allowance (the “Relocation Allowance”) payable to Mr. Weening in quarterly installments of $225,000, less deductions and withholdings, during the period commencing January 1, 2020 and ending December 31, 2024. The Relocation Allowance is subject to Mr. Weening’s relocation of his principal residence to the general vicinity of the Company’s San Jose, California offices on or prior to November 27, 2020 and Mr. Weening’s continued employment through each applicable payment date.

The terms of the option granted, the future options to be granted and the Relocation Allowance awarded to Mr. Weening are set forth in the Letter Agreement dated November 27, 2019 by and between the Company and Mr. Weening (the “Weening Letter Agreement”) included as Exhibit 10.2 to this Current Report on Form 8-K.

The foregoing description of the Sindelar Letter Agreement and the Weening Letter Agreement is included to provide information regarding the terms of the awards and the Relocation Allowance. It does not purport to be a complete description and it is qualified in its entirety by reference to the full text of the Sindelar Letter Agreement and the Weening Letter Agreement, which are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K and incorporated herein by reference.



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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
 

* Indicates management contract or compensatory plan or arrangement.




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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
Date:
December 2, 2019
 
 
 
 
CALIX, INC.
 
 
 
 
 
 
 
 
 
 
 
By:
 
/s/ Cory Sindelar
 
 
 
 
 
 
 
 
Cory Sindelar
 
 
 
 
 
 
 
 
Chief Financial Officer


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CALIXLOGOA17.JPG
 
Exhibit 10.1





November 27, 2019

Cory Sindelar
[Redacted]
[Redacted]

Re:    Option Award Eligibility

Dear Cory:

The purpose of this letter is to confirm our recent discussions regarding your eligibility to receive additional equity compensation from Calix, Inc. (the “Company”).

As an incentive for you to continue your employment with the Company and based on other considerations, the Compensation Committee of the Company’s Board of Directors (the “Committee”) has granted you an option under the Company’s 2019 Equity Incentive Award Plan (the “Plan”) to purchase 200,000 shares of the Company’s Common Stock. Subject to your continued employment with the Company, on each of the first four anniversaries of the date of this letter, you will automatically be granted an additional option under the Plan (or any successor thereto). In 2020, such option shall cover 150,000 shares of the Company’s Common Stock, and in each of 2021, 2022 and 2023, such option shall cover 100,000 shares of the Company’s Common Stock. Each option will have an exercise price per share equal to the closing trading price of a share of Company Common Stock on the date of grant (or the immediately preceding trading day if the Company’s Common Stock is not traded on the date of grant) and will vest and become exercisable over four years, with 25% of each option vesting on the first anniversary of the grant date of such option, and the remainder of the option vesting in equal quarterly installments over three years (i.e., 6.25% of the shares per quarter). Notwithstanding the foregoing, no shares issued upon exercise of an option may be transferred in any manner prior to the second anniversary of the date such shares vested, except for transfers effected by will or by the laws of descent or distribution. Each option will otherwise be subject to the Plan and the Company’s standard option agreement.

Nothing in this letter confers upon you any right to continued employment or other service with the Company or interferes in any way with the at-will nature of your employment. This letter is intended to supplement the offer of employment from the Company to you dated September 28, 2017 (the “Offer Letter”). This letter, together with the Offer Letter, constitutes the entire agreement between the parties hereto with respect to the subject


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CALIXLOGOA15.JPG




matter hereof and replaces and supersedes any other agreements, arrangements, understandings or promises made to you by anyone, whether oral or written, regarding the subject matter hereof. In the event of any conflict between the terms of this letter and the Offer Letter, the terms of this letter shall prevail.

Please indicate your acknowledgement and acceptance of the terms of this letter by signing in the space indicated below and returning a signed copy of this letter to me at your earliest convenience.


Sincerely,
Calix, Inc.


/s/ Carl Russo    
By: Carl Russo
Title: President and Chief Executive Officer

Accepted, Acknowledged and Agreed:

/s/ Cory Sindelar    
Cory Sindelar

Date: 11/28/2019    






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CALIXLOGOA19.JPG
 
Exhibit 10.2





November 27, 2019

Michael Weening
[Redacted]
[Redacted]
[Redacted]


Re:    Relocation Allowance and Option Award Eligibility


Dear Michael:

The purpose of this letter is to confirm our recent discussions regarding your eligibility to receive (i) additional cash compensation in the event you relocate your principal place of employment to the Calix, Inc. (the “Company”) offices located in San Jose, California, and (ii) additional equity compensation.

The Company will provide you a quarterly relocation allowance in an amount equal to $225,000 (the “Relocation Allowance”) during the period commencing January 1, 2020 and ending December 31, 2024, which will be paid, less applicable deductions and withholdings, in a cash lump sum on the first payroll date of each calendar quarter during such period. Notwithstanding the foregoing, you acknowledge and agree that the Relocation Allowance will not be earned to any extent unless you relocate your principal residence to the general vicinity of the Company’s offices in San Jose, California on or prior to the first anniversary of the date of this letter (the “Relocation Condition” and, the date your relocation is complete, the “Relocation Date”) and will only be earned on the Relocation Date if you remain continuously employed by the Company through such date. If you fail to timely satisfy the Relocation Condition or if your employment with the Company terminates for any reason prior to the Relocation Date, you hereby agree to repay to the Company on the first anniversary of the date of this letter or the date of termination, as applicable, the full amount of the Relocation Allowance previously paid to you, and no additional Relocation Allowance will be payable to you thereafter.

As an incentive for you to continue your employment with the Company and based on other considerations, the Compensation Committee of the Company’s Board of Directors (the “Committee”) has granted you an option under the Company’s 2019 Equity Incentive Award Plan (the “Plan”) to purchase 600,000 shares of the Company’s Common Stock. Subject to your continued employment with the Company, on each of the first four anniversaries of the date of this letter, you will automatically be granted an additional option under the Plan (or any successor thereto). In 2020, such option shall




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CALIXLOGOA16.JPG


cover 300,000 shares of the Company’s Common Stock, and in each of 2021, 2022 and 2023, such option shall cover 120,000 shares of the Company’s Common Stock.

Each option will have an exercise price per share equal to the closing trading price of a share of Company Common Stock on the date of grant (or the immediately preceding trading day if the Company’s Common Stock is not traded on the date of grant) and will

vest and become exercisable over four years, with 25% of each option vesting on the first anniversary of the grant date of such option, and the remainder of the option vesting in equal quarterly installments over three years (i.e., 6.25% of the shares per quarter). Notwithstanding the foregoing, no shares issued upon exercise of an option may be transferred in any manner prior to the second anniversary of the date such shares vested, except for transfers effected by will or by the laws of descent or distribution. Each option will otherwise be subject to the Plan and the Company’s standard option agreement.

Nothing in this letter confers upon you any right to continued employment or other service with the Company or interferes in any way with the at-will nature of your employment. This letter is intended to supplement the offer of employment from the Company to you dated May 20, 2016 (the “Offer Letter”). This letter, together with the Offer Letter, constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and replaces and supersedes any other agreements, arrangements, understandings or promises made to you by anyone, whether oral or written, regarding the subject matter hereof. In the event of any conflict between the terms of this letter and the Offer Letter, the terms of this letter shall prevail.

Please indicate your acknowledgement and acceptance of the terms of this letter by signing in the space indicated below and returning a signed copy of this letter to me at your earliest convenience.

Sincerely,
Calix, Inc.


/s/ Carl Russo    
By: Carl Russo
Title: President and Chief Executive Officer


Accepted, Acknowledged and Agreed:

/s/ Michael Weening    
Michael Weening


Date: 11/29/2019    

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