Item
5.02. Departure
of Directors or
Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
(e) Compensatory Arrangements of Certain Officers
On March 24, 2008, the Compensation Committee (the “Compensation
Committee”) of the Board of Directors of CommScope, Inc. (the “Company”)
increased
the annual compensation for certain officers of the Company, effective
as of
April 1, 2008. The named executive officers and their new respective
salaries and target incentive bonuses (expressed as a percentage of salary)
are
as follows:
Name
and Principal
Position
|
Salary
|
Target
Bonus
(Expressed
as a
Percentage
of
Salary)
|
Frank
M. Drendel
Chairman
and Chief Executive Officer
|
$970,000
|
115%
|
Brian
D. Garrett
President
and Chief Operating Officer
|
$646,600
|
85%
|
Edward
A. Hally
Executive
Vice President and General Manager, Antenna, Cable and Cabinets
Group
|
$434,600
|
70%
|
Jearld
L. Leonhardt
Executive
Vice President and Chief Financial Officer
|
$466,400
|
70%
|
Randall
W. Crenshaw
Executive
Vice President and General Manager, Enterprise
|
$386,900
|
65%
|
Also
on
March 24, 2008, the Compensation Committee of the Company established
(i) the
classes and number of employees (which includes the Company’s executive
officers) eligible to receive an award under the Company’s Annual Incentive Plan
(the “AIP”)
with respect to the 2008 performance year, (ii) the aggregate target
award for
each employee class with respect to the 2008 performance year and (iii)
the
maximum award payable to any employee class under the AIP with respect
to the
2008 performance year.
In
addition, the Compensation Committee determined that the Financial Targets
(as
such term is defined in the AIP) for the 2008 performance year will be expressed
in terms of Operating Income for either the Company or one of its operating
units, as applicable. The term “Operating Income” is defined as
operating income (or loss) as appears on the Company’s consolidated statement of
operations for 2008, increased or decreased by certain specified
items.
Amounts
payable under the AIP with respect to the 2008 performance year can range
from
0% to 200% of the targeted awards, based on the extent to which actual
Operating
Income meets, exceeds or is below the applicable Financial Target.
With
respect to the Company’s Policy on Discretionary Performance Compensation (the
“Policy”),
on
March 24, 2008 the Compensation Committee of the Company established
the 2008
Percentage (as defined in the Policy) for payment of Discretionary Performance
Compensation (also as defined in the Policy). For the 2008 fiscal
year, Percentages payable under the Policy can range from 0% to 2% of
annualized
pay, based on the Company’s Operating Income (as defined for purposes of the
Company’s 2008 AIP Financial Targets). For the Company’s executive
officers, the Compensation Committee set the percentage at 2% for the 2008
fiscal year if
the Company’s Operating Income equals or exceeds 100% of the target set forth in
the AIP. That percentage decreases as the percent of target reached
decreases, down to 0% if less than 50% of the AIP Adjusted Operating
Income
target is reached.