form8-k.htm
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
August
28, 2007
Date
of Report (Date of earliest event reported)
EMCORE
CORPORATION
Exact
Name of Registrant as Specified in its Charter
New
Jersey
|
0-22175
|
22-2746503
|
State
of Incorporation
|
Commission
File Number
|
IRS
Employer Identification Number
|
10420
Research Road, SE, Albuquerque, New
Mexico 87123
Address
of principal executive offices, including zip code
(505)
332-5000
Registrant's
telephone number, including area code
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))
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ITEM
5.02 COMPENSATORY
ARRANGEMENTS OF CERTAIN OFFICERS
The
following is a description of the EMCORE Corporation (“EMCORE”) Fiscal 2007
Executive Bonus Plan (the “Fiscal 2007 Executive Bonus Plan”). This
constitutes a written description of a compensatory plan when no formal document
contains the compensation information.
On
August 28, 2007, the Board of
Directors of EMCORE adopted the Fiscal 2007 Executive Bonus Plan. The
purpose of the Fiscal 2007 Executive Bonus Plan is to establish and implement
a
consistent, market-driven, performance-based approach to compensation that
is
compatible with EMCORE’s compensation policy and supports EMCORE’s strategic
business plan and goals.
Under
the
Fiscal 2007 Executive Bonus Plan, a bonus target for each executive is created,
representing a percentage of that executive’s base salary. The
following targets have been set based for the indicated officers:
Chief
Executive Officer and Chief
Operating Officer: 80% of base salary
Chief
Financial Officer: 50%
of base salary
General
Counsel/Chief Legal Officer and
Chief Technical Officer: 35% of base salary
The
portion of the individual officers’ targets to be paid is based on both
corporate and individual performance. Corporate performance is
evaluated based on the company’s attainment of revenue and EBITDA goals, as set
forth in EMCORE’s Fiscal 2007 Budget (the “Fiscal 2007 Budget”), both of which
goals are weighted equally. A threshold level of 75% of revenue goals
and 70% of EBITDA goals is set. Achievement of 100% of revenue and
EBITDA goals correlates to payment of 100% of the bonus targets, and attainment
of lesser percentages of the revenue and EBITDA goals correlates to payment
of
lesser percentages of the bonus targets. Attainment of 110% of the
revenue and EBITDA goals will result in eligibility for 120% of the bonus
targets.
The
individual performance component acts as a multiplier and can accelerate or
decelerate the target bonus percentage based upon individual performance as
determined by the Chief Executive Officer and the Compensation
Committee. The multiplier ranges from 0% to 140% of the executive’s
target bonus. The Chief Executive’s individual performance is
reviewed by the Compensation Committee. The Chief Operating Officer’s
and other executive officers’ individual performance is reviewed by the Chief
Executive Officer and approved by the Compensation Committee.
Payment
of bonuses (if any) is normally made after the end of the performance period
during which the bonuses were earned. Bonuses normally will be paid in cash
in a
single lump sum, subject to payroll taxes and tax withholdings.
The
Compensation Committee and the Chief Executive Officer retain the ability to
modify individual executive bonuses based upon individual performance and the
successful completion of business projects and other management performance
objectives. In addition, the Compensation Committee makes long-term
incentive grants to executive officers and employees which are not covered
under
the terms of the Fiscal 2007 Executive Bonus Plan.
SIGNATURE
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.
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EMCORE
CORPORATION
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Dated:
September 4, 2007
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By: /s/
Adam Gushard
Name:
Adam Gushard
Title: Interim
Chief Financial Officer
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