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):
October 30, 2005
Agere Systems Inc.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
| |
|
|
1-16397
(Commission File Number)
|
|
22-3746606
(IRS Employer Identification No.) |
| |
|
|
| 1110 American Parkway NE |
|
|
| Allentown, Pennsylvania
|
|
18109 |
| (Address of principal executive offices)
|
|
(Zip Code) |
(610) 712-1000
(Registrant’s Telephone Number)
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)).
TABLE OF CONTENTS
Item 1.01. Entry into a Material Definitive Agreement
On
October 30, 2005, the Compensation Committee of our Board of Directors took the following
compensation actions with respect to an individual named in the Summary Compensation Table of the proxy statement
related to our 2005 annual meeting of stockholders:
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
Time- |
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
Vested |
|
|
Performance- |
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
Restricted |
|
|
Vested |
|
|
Fiscal |
|
| |
|
|
|
|
|
Stock |
|
|
Stock |
|
|
Restricted |
|
|
2006 |
|
| |
|
Fiscal |
|
|
Option |
|
|
Units |
|
|
Stock Units |
|
|
Annual |
|
| Name |
|
2005 Bonus |
|
|
Grant |
|
|
Awarded |
|
|
Awarded |
|
|
Salary |
|
Peter Kelly
(Executive Vice
President and Chief
Financial Officer) |
|
$ 200,000 |
|
175,000 shares |
|
50,000 |
|
|
50,000 |
|
400,000
(no change) |
Mr. Kelly’s
bonus will be payable on December 1, 2005, and his stock option and restricted
stock unit awards will be made on December 1, 2005, assuming continued employment.
One quarter of the stock option will become exercisable after one year and
1/48th of
the stock option will
become exercisable each month thereafter until the award is fully exercisable after four years. One
quarter of the time-vested restricted stock units will be payable on each of the first four
anniversaries of the grant date, assuming continued employment. The performance-vested restricted
stock units will be payable after four years, but only if Agere’s total stockholder return exceeds
the market capitalization-weighted total stockholder return for a peer group of nine companies.
In addition, the Compensation Committee
formulated a bonus structure for Mr. Kelly for fiscal 2006. Payment of any bonus will depend on Agere meeting a minimum net
income target and the extent to which Agere meets revenue and
operating income growth targets in fiscal 2006 and will take into account Mr. Kelly’s individual
performance. If the company and Mr. Kelly perform at the target level, Mr. Kelly would receive a
bonus equal to 75% of his base salary.