Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Amendment to Ulrich Dopfer's Employment Agreement and Effectiveness of Christoph
Glingener's Employment Agreement Amendment
On May 26, 2023, ADVA entered into an amendment (the "Dopfer Amendment") to its
employment agreement, dated January 28, 2015, as previously amended (the
"Employment Agreement"), with Mr. Ulrich Dopfer, the Company's Chief Financial
Officer and a member of the management board of ADVA. The Dopfer Amendment
extends the term of the Employment Agreement through December 31, 2024. It
further provides that Mr. Dopfer will receive an annual base salary ("Base
Salary") of $410,000 commencing May 1, 2023. In addition, Exhibit 1 to the
Dopfer Amendment provides that Mr. Dopfer will be eligible to receive an annual
incentive cash bonus tied to quarterly revenue and adjusted earnings before
interest and taxes ("Adjusted EBIT") targets set by the Company on a quarterly
basis, a one-time integration bonus tied to certain synergy savings targets and
related individual goals, and a combination of time-based restricted stock units
and performance stock units (with the performance objectives of such performance
stock units to be based on the Company's relative total shareholder return and
Adjusted EBIT over three-year performance periods). Mr. Dopfer's total annual
remuneration is capped at €2,800,000.
The Dopfer Amendment was executed following ADVA's general meeting of
shareholders held on May 24, 2023. At such meeting, ADVA's shareholders approved
an adjustment to its management board compensation system as a result of the
Domination and Profit and Loss Transfer Agreement between the Company and ADVA.
As a result of the shareholders' approval of the management board compensation
system, the seventeenth amendment to ADVA's employment agreement with
Mr. Glingener (previously disclosed in the Company's Form 8-K filed with the
Securities and Exchange Commission on April 3, 2023) (the "Glingener Amendment")
also became effective. Exhibit 1 to the Glingener Amendment, a copy of which is
filed as Exhibit 10.3 to this Form 8-K, sets forth the approved remuneration
arrangements, which are consistent with the types of incentive awards that
Mr. Dopfer is eligible to receive, as described above. Mr. Glingener's total
annual remuneration is capped at €2,900,000.
The foregoing description of the Dopfer Amendment and the Glingener Amendment,
including the exhibits to each such amendment, is not complete and is qualified
in its entirety by reference to the full text of such documents, copies of which
are filed herewith as Exhibit 10.1 through 10.3 and are incorporated herein by
reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits. The following exhibits are filed with this report:
Exhibit
No. Description
10.1* Eighth Amendment, dated May 26, 2023, including Exhibit 1 thereto,
to the Employment Agreement by and between ADVA Optical Networking SE
and Ulrich Dopfer
10.2 Seventeenth Amendment, dated March 28, 2023, to the Employment
Agreement by and between ADVA Optical Networking SE and Christoph
Glingener (incorporated by reference to Exhibit 10.2 to the Company's
Form 8-K filed April 3, 2023)
10.3* Exhibit 1 to the Seventeenth Amendment, dated March 28, 2023 and
executed May 31, 2023, to the Employment Agreement by and between ADVA
Optical Networking SE and Christoph Glingener
104 Cover Page Interactive Data File - the cover page iXBRL tags are
embedded within the Inline XBRL document.
* Certain identified information has been excluded from these exhibits because it
is not material and is the type of information that the Company customarily and
actually treats as private and confidential. Redacted information is indicated
by [***].
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