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
October 20,
2005
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 No. |
145
Belmont Drive, Somerset, New Jersey, 08873
Address
of principal executive offices, including Zip Code
(732)
271-9090
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))
Item
1.01. Entry
into
Material Definitive Agreements.
A. Fiscal
2006 Executive Bonus Plan
The
following is a description of the EMCORE Corporation ("EMCORE" or the "Company")
Fiscal 2006 Executive Bonus Plan (the "Fiscal 2006 Executive Bonus Plan"),
provided pursuant to Item
601(b)(10)(iii) of Regulation S-K, which requires a written description
of a compensatory plan when no formal document contains the compensation
information.
On
October 20, 2005, the Compensation Committee (the “Compensation Committee”) of
the Board of Directors of EMCORE adopted the Fiscal 2006 Executive Bonus
Plan.
The purpose of the Fiscal 2006 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 2006 Executive
Bonus Plan, a bonus target for each executive is created based on corporate
performance during fiscal 2006. Half of the target is related to the Company
meeting revenue targets as set forth in EMCORE’s fiscal 2006 budget (the “Fiscal
2006 Budget”) and half of the target is related to the Company meeting EBIT
targets set forth in the Fiscal 2006 Budget. For each individual executive,
the
bonus target is equal to 80% of the Chief Executive Officer’s base salary, 60%
of the Chief Operating Officer’s base salary, and 50% of the other executive
officers’ respective base salaries. In the event that EMCORE’s financial
performance exceeds either the revenue or EBIT targets contained in the
Fiscal
2006 Budget by 10% or more, each executive’s target bonus may be increased up to
an additional 20%. The Fiscal 2006 Executive Bonus Plan also contains an
individual performance component that acts as a multiplier, which 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 Officer’s individual performance is reviewed by the Compensation
Committee. Each individual performance of the Chief Operating Officer and
the
other executive officers 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 2006 Executive Bonus Plan.
B. Outside
Directors Cash Compensation Plan
The
following is a description of EMCORE's Outside Directors Cash Compensation
Plan
for non-employee directors (the “Outside Directors Cash Compensation Plan”). The
description below does not purport to be complete and is qualified in its
entirety by reference to the Outside Directors Cash Compensation Plan,
a
copy of which is attached hereto as Exhibit 10.1 and incorporated herein
by
reference.
On
October 20, 2005, the Board of Directors (the “Board”) of EMCORE approved the
Outside Directors Cash Compensation Plan providing for the payment of cash
compensation to outside directors for their participation at Board meetings.
Director compensation is established by the Board and periodically reviewed.
The
objectives of the Outside Directors Cash Compensation Plan are to provide
the
Company with an advantage in attracting and retaining outside directors.
Each
non-employee director will be entitled to receive a meeting fee for each
meeting
he or she attends (including telephonic meetings, but excluding execution
of
unanimous written consents) of the Board. In addition, each non-employee
director will be entitled to receive a committee meeting fee for each meeting
he
or she attends (including telephonic meetings, but excluding execution
of
unanimous written consents) of a Board committee. Until changed by resolution
of
the Board, the meeting fee will be $5,000 and the committee meeting fee
will be
$3,000; provided, however, that the meeting fee for special telephonic
meetings
(i.e., Board meetings that are not regularly scheduled and in which
non-employee directors typically participate telephonically) will be $1,000
and
the committee meeting fee for such special telephonic meetings shall be
$600.
Any non-employee director who is the chairman of a committee shall receive
an
additional $1,000 for each meeting of the committee he or she chairs, and
an
additional $200 for each special telephonic meeting of such committee.
Directors will be able to defer cash compensation pursuant to the Outside
Directors Cash Compensation Plan.
Directors
will continue to receive stock compensation pursuant to EMCORE’s Directors’
Stock Award Plan, under which the Company pays non-employee directors a
fee in
the amount of $3,000 per Board meeting attended and $500 per committee
meeting
attended ($600 for the chairman of a committee), as well as reimburses
a
non-employee director's reasonable out-of-pocket expenses incurred in connection
with such Board or committee meeting. Payment of fees under the Directors’ Stock
Award Plan is made in common stock of the Company at the closing price
on the
NASDAQ National Market for the day prior to the meeting. From time to time,
Board members are invited to attend meetings of Board committees of which
they
are not members; in such cases, such Board members receive a committee
meeting
fee of $500.
No
director who is an employee of the Company will receive
compensation for services rendered as a director under either the Outside
Directors Cash Compensation Plan or the Directors’ Stock Award Plan.
Item
9.01. Financial
Statements and Exhibits.
(c) Exhibits
|
Exhibit
No.
|
Description |
|
Outside
Directors Cash Compensation Plan, dated October 20,
2005.
|
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.
| EMCORE CORPORATION | |
|
By: /s/
Thomas G. Werthan
Thomas
G. Werthan
Chief
Financial Officer
|
Dated:
October
25, 2005
EXHIBIT
INDEX
|
Exhibit
No.
|
Description |
|
Outside
Directors Cash Compensation Plan, dated October 20,
2005.
|