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.
|
EX-10.1
EMCORE
CORPORATION
OUTSIDE
DIRECTORS CASH COMPENSATION
PLAN
ARTICLE
1. ESTABLISHMENT,
OBJECTIVES AND DURATION
1.1 ESTABLISHMENT
OF THE PLAN. EMCORE Corporation, a New Jersey corporation, has adopted this
“EMCORE Corporation Outside Directors Cash Compensation Plan” (the “Plan”) to
provide for the payment of cash compensation to non-employee directors to
supplement EMCORE’s existing Directors’ Stock Award Plan. This Plan will become
effective as of October 20, 2005 (the “Effective Date”) and will remain in
effect as provided in Section 1.3 hereof.
1.2 PLAN
OBJECTIVES. The objectives of the Plan are to give the Company an advantage
in
attracting and retaining Outside Directors.
1.3 DURATION
OF THE PLAN. The Plan will remain in effect until the Board of Directors
terminates it pursuant to Section 7.1.
ARTICLE
2. DEFINITIONS
Whenever
used in the Plan, the following terms will have the meanings set forth below,
and when the meaning is intended, the initial letter of the word will be
capitalized:
“ACCOUNT”
means an Outside Director’s Interest Account.
“AFFILIATES”
means, with respect to any person, any other person that, directly or
indirectly, is in control of, is controlled by, or is under common control
with,
the first person.
“BENEFICIARY”
means the person entitled under Section 6.5 to receive payment of the balance
remaining in an Outside Director’s Account in case the Outside Director dies
before the entire balance in the Account has been paid.
“BOARD”
or “BOARD OF DIRECTORS” means the Board of Directors of the
Company.
"CHANGE
OF CONTROL " means the occurrence of any of the following events:
(a)
any
person or Group acquires ownership of the Company’s stock that, together with
stock held by such person or Group, constitutes more than 50% of the total
fair
market value or total voting power of the Company’s stock (including an increase
in the percentage of stock owned by any person or Group as a result of a
transaction in which the Company acquires its stock in exchange for property,
provided that the acquisition of additional stock by any person or Group deemed
to own more than 50% of the total fair market value or total voting power of
the
Company’s stock on May 1, 2005, shall not constitute a Change of Control);
or
(b)
any
person or Group acquires (or has acquired during the 12-month period ending
on
the date of the most recent acquisition by such person or Group) ownership
of
Company stock possessing 35% or more of the total voting power of the Company’s
stock; or
(c)
a
majority of the members of the Company’s Board is replaced during any 12-month
period by directors whose appointment or election is not endorsed by a majority
of the members of the Board prior to the date of the appointment or election;
or
(d)
any
person or Group acquires (or has acquired during the 12-month period ending
on
the date of the most recent acquisition by such person or Group) assets from
the
Company that have a total Gross Fair Market Value equal to 40% or more of the
total Gross Fair Market Value of all Company assets immediately prior to such
acquisition or acquisitions, provided that there is no Change of Control when
the Company’s assets are transferred to:
(i)
a
shareholder of the Company (immediately before the asset transfer) in exchange
for or with respect to Company stock;
(ii)
an
entity, 50% or more of the total value or voting power of which is owned,
directly or indirectly, by the Company;
(iii)
a
person or Group that owns, directly or indirectly, 50% or more of the total
value or voting power of all outstanding Company stock; or
(iv)
an
entity, at least 50% of the total value or voting power of which is owned,
directly or indirectly, by a person described in paragraph (iii).
For
purposes of this paragraph (d), a person's status is determined immediately
after the transfer of the assets. For example, a transfer to a corporation
in
which the Company has no ownership interest before the transaction, but which
is
a majority-owned subsidiary of the Company after the transaction, is not a
Change of Control.
“CODE”
means the Internal Revenue Code of 1986, as amended from time to time, or any
successor to it.
“COMMITTEE
MEETING FEE” means the fee established by the Board in accordance with Article 5
and paid to an Outside Director for each attendance at a meeting of a Board
committee (including telephonic meetings but excluding execution of unanimous
written consents).
“COMPANY”
means EMCORE Corporation, a New Jersey corporation, and any successor thereto
as
provided in Section 7.3.
“DEFERRAL
ELECTION” has the meaning ascribed to it in Section 6.1.
“DIRECTOR”
means any individual who is a member of the Board of Directors.
“DISABILITY”
means the individual is unable to engage in any substantial gainful activity
by
reason of any medically determinable physical or mental impairment which can
be
expected to result in death or can be expected to last for a continuous period
of not less than 12 months.
“EFFECTIVE
DATE” has the meaning ascribed to it in Section 1.1.
“EXCHANGE
ACT” means the Securities Exchange Act of 1934, as amended from time to time, or
any successor to it.
"GROSS
FAIR MARKET VALUE " means the value of Company assets determined without regard
to any liabilities associated with such Company assets.
"GROUP"
means persons acting together for the purpose of acquiring Company stock and
includes owners of a corporation that enters into a merger, consolidation,
purchase or acquisition of stock, or similar business transaction with the
Company. If a person owns stock in both the Company and another corporation
that
enter into a merger, consolidation purchase or acquisition of stock, or similar
transaction, such person is considered to be part of a Group only with respect
to ownership prior to the merger or other transaction giving rise to the change
and not with respect to the ownership interest in the other corporation. Persons
will not be considered to be acting as a Group solely because they purchase
assets of the same corporation at the same time, or as a result of the same
public offering.
“INTEREST
ACCOUNT” has the meaning ascribed to it in Section 6.3.
“MEETING
FEE” means the fee established by the Board in accordance with Article 5 and
paid to an Outside Director for each attendance at a meeting of the Board of
Directors (including telephonic meetings but excluding execution of unanimous
written consents).
“OUTSIDE
DIRECTOR” means a Director who, at the time in question, is not an employee of
the Company or any of its Affiliates.
“PLAN”
has the meaning ascribed to it in Section 1.1.
“PLAN
YEAR” means the 12-month period beginning on October 1 and ending on the next
following September 30.
“TERMINATION
DATE” means the date on which an Outside Director ceases to be a
Director.
ARTICLE
3. ADMINISTRATION
3.1 THE
BOARD
OF DIRECTORS. The Plan will be administered by the Board of Directors. The
Board
of Directors will act by a majority of its members at the time in office and
eligible to vote on any particular matter, and may act either by a vote at
a
meeting or in writing without a meeting.
3.2 AUTHORITY
OF THE BOARD OF DIRECTORS. Except as limited by law and subject to the
provisions herein, the Board of Directors has full power to: construe and
interpret the Plan and any agreement or instrument entered into under the Plan;
establish, amend or waive rules and regulations for the Plan’s administration;
and amend the terms and conditions of the Plan. Further, the Board of Directors
will make all other determinations which may be necessary or advisable for
the
administration of the Plan. As permitted by law and consistent with Section
3.1,
the Board of Directors may delegate some or all of its authority under this
Plan.
3.3 DECISIONS
BINDING. All determinations and decisions made by the Board of Directors
pursuant to the provisions of the Plan will be final, conclusive and binding
on
all persons, including the Company, its stockholders, all Affiliates, Outside
Directors and their estates and beneficiaries.
ARTICLE
4. ELIGIBILITY
Each
Outside Director of the Board during a Plan Year will participate in the Plan
for that year.
ARTICLE
5. ANNUAL
RETAINER AND RESTRICTED UNITS
Each
Outside Director will be entitled to receive a Meeting Fee, in the amount
determined from time to time by the Board, for each meeting he or she attends
(including telephonic meetings but excluding execution of unanimous written
consents) of the Board of Directors. In addition, each Outside Director will
be
entitled to receive a Committee Meeting Fee, in the amount determined from
time
to time by the Board, 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 of Directors, 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 Directors typically
participate telephonically) will be $1,000 and the Committee Meeting Fee for
each such telephonic meeting shall be $600. Any Outside 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. Unless the Outside Director has made
a
Deferral Election with respect to them, Meeting Fees and Committee Meeting
Fees
will be paid within 45 days after the relevant meeting.
ARTICLE
6. DEFERRAL
6.1 DEFERRAL
ELECTION. Any Outside Director may elect to defer all or a portion of the
compensation payable to him or her under Article 5 for the Plan Year by filing
with the Secretary of the Company a written notice to that effect on the
Deferral Election Form attached hereto as Exhibit A (a “Deferral Election”). An
Outside Director without a Deferral Election in effect may elect to defer all
or
a portion of the compensation payable under Article 5: (a) with respect
to
any compensation payable under Article 5 for any Plan Year by filing a Deferral
Election on or before the September 30th preceding the Plan Year; and (b) with
respect to any compensation payable under Article 5 for any portion of a Plan
Year following the date on which the Director becomes an Outside Director by
filing a Deferral Election within thirty days following that date. A Deferral
Election may not be revoked or modified with respect to compensation payable
for
any Plan Year for which it is effective and the Deferral Election, unless
terminated or modified as described below, will apply to compensation payable
under Article 5 with respect to each subsequent Plan Year. An Outside Director
may terminate or modify his or her current Deferral Election for any subsequent
Plan Year by filing a new Deferral Election on or before September 30 of the
then-current Plan Year. An effective Deferral Election will also terminate
on
the date a Director ceases to be an Outside Director.
6.2 ACCOUNT.
At the time an Outside Director makes a Deferral Election under Section 6.1
he
or she must also designate the portion of the deferred compensation to be
credited to an Interest Account.
6.3 INTEREST
ACCOUNT. The amounts the Outside Director elects to defer to an Interest Account
under Section 6.2 will be credited to that account as of the date the
compensation would otherwise have been payable under Article 5. The amounts
credited to the Interest Account will be credited as of the date the
compensation would otherwise have been payable under Article 5 with interest,
compounded monthly, until the amount credited to the Interest Account is paid
to
the Outside Director. The rate of interest credited under the previous sentence
will be the prime rate of interest as reported by The
Wall Street Journal
for the
second business day of each quarter on an annual basis.
6.4 DISTRIBUTIONS.
The value of an Outside Director’s Account will be distributed, or will begin to
be distributed, to him or her or, in the event of his or her death, to his
or
her Beneficiary, following the earliest of:
(a) the
date
specified by the Outside Director in his or her Deferral Election;
(b) the
date
the Outside Director ceases to be a Director, whether or not through termination
due to retirement, death or Disability; and
(c) the
date
on which a Change of Control occurs. The amount payable to an Outside Director
will equal the dollar amount credited to the Outside Director’s Interest
Account.
An
Outside Director’s Account will be paid to him or her in accordance with his or
her Deferral Election. An Outside Director may change the payout form by filing
an irrevocable election of a new payout form with the Secretary of the Company
at least one year and one day before the due date of the first payment under
this Article 6. An Outside Director may change such election upon written notice
in a form acceptable to the Secretary of the Company or a separate plan
administrator that may be appointed by the Board or its Compensation Committee,
provided such change complies with the following: (i) the subsequent election
does not take effect until at least 12 months after the date on which the
election is made, and (ii) the first payment with respect to which such election
is made be deferred for a period of not less than five years from the date
such
payment would otherwise have been made.
If
an
Outside Director fails to elect a payout form, his or her Account shall be
paid
in a single lump sum payment.
If
an
Outside Director elects to receive payment of his or her Account in
installments, the payment period for the installments will not exceed ten years.
The amount of each installment payment will equal the product of (a) the balance
in the Outside Director’s Account on the date the payment is made multiplied by
(b) a fraction, the numerator of which is one and the denominator of which
is
the number of unpaid remaining installments. The balance of the Account will
be
appropriately reduced to reflect any installment payments already made
hereunder. Notwithstanding the foregoing, in the event of a Change of Control,
the balance remaining in an Outside Director’s Account will be paid in a single
lump sum payment within 30 days following the Change of Control.
If
an
Outside Director dies before he or she has received payment of all amounts
due
hereunder, the balance remaining in the Outside Director’s Account shall be
distributed to his or her Beneficiary in a single lump sum payment following
the
Outside Director’s death.
All
single sum payments shall be made, and all installment payments shall commence,
as soon as administratively feasible following the date that triggers
distribution under this section; provided that the Board or its Compensation
Committee may specify such additional rules regarding distributions and
elections as it deems appropriate.
6.5 BENEFICIARY.
An Outside Director may designate, on the Beneficiary Designation form attached
hereto as Exhibit B, any person to whom payments are to be made if the Outside
Director dies before receiving payment of all amounts due hereunder. A
Beneficiary Designation form becomes effective only after the signed form is
filed with the Secretary of the Company while the Outside Director is alive,
and
will cancel any prior Beneficiary Designation form. If the Outside Director
fails to designate a beneficiary or if all designated beneficiaries predecease
the Outside Director, the Outside Director’s Beneficiary will be his or her
estate.
ARTICLE
7. MISCELLANEOUS
7.1 MODIFICATION
AND TERMINATION. The Board may at any time and from time to time, alter, amend,
modify or terminate the Plan in whole or in part.
7.2 INDEMNIFICATION.
Each person who is or has been a member of the Board will be indemnified and
held harmless by the Company against and from any loss, cost, liability, or
expense that may be imposed upon or reasonably incurred by that person in
connection with or resulting from any claim, action, suit, or proceeding to
which that person may be a party or in which that person may be involved by
reason of any action taken or failure to act under the Plan and against and
from
any and all amounts paid by that person in a settlement approved by the Company,
or paid by that person in satisfaction of any judgment in any such action,
suit,
or proceeding against that person, provided he or she gives the Company an
opportunity, at its own expense, to handle and defend the action, suit or
proceeding before that person undertakes to handle and defend it. The foregoing
right of indemnification will not be exclusive of any other rights of
indemnification to which an individual may be entitled under the Company’s
Restated Certificate of Incorporation or By-Laws, as a matter of law, or
otherwise, or any power that the Company may have to indemnify him or her or
hold him or her harmless.
7.3 SUCCESSORS.
All obligations of the Company under the Plan with respect to a given Plan
Year
will be binding on any successor to the Company, whether the existence of the
successor is the result of a direct or indirect purchase of all or substantially
all of the business and/or assets of the Company, or a merger, consolidation,
or
otherwise.
7.4 RESERVATION
OF RIGHTS. Nothing in this Plan or in any award agreement granted hereunder
will
be construed to limit in any way the Board’s right to remove an Outside Director
from the Board of Directors.
ARTICLE
8. LEGAL
CONSTRUCTION
8.1 GENDER
AND NUMBER. Except where otherwise indicated by the context, any masculine
term
used herein will also include the feminine; the plural will include the singular
and the singular will include the plural.
8.2 SEVERABILITY.
If any provision of the Plan is held illegal or invalid for any reason, the
illegality or invalidity will not affect the remaining parts of the Plan, and
the Plan will be construed and enforced as if the illegal or invalid provision
had not been included.
8.3 REQUIREMENTS
OF LAW. The issuance of payments under the Plan will be subject to all
applicable laws, rules, and regulations, and to any approvals required by any
governmental agencies or national securities exchanges.
8.4 UNFUNDED
STATUS OF THE PLAN. The Plan is intended to constitute an “unfunded” plan. With
respect to any payments not yet made to an Outside Director by the Company,
nothing contained herein will give any rights to an Outside Director that are
greater than those of a general creditor of the Company.
8.5 GOVERNING
LAW. The Plan will be construed in accordance with and governed by the laws
of
the State of New Jersey, determined without regard to the application of the
principles of conflicts of law of New Jersey or of any other
jurisdiction.
8.6 NONTRANSFERABILITY.
An Outside Director’s Account may not be sold, transferred, pledged, assigned,
or otherwise alienated or hypothecated, other than by will or by the laws of
descent and distribution, or pursuant to a domestic relations order (as defined
in Code section 414(p)). All rights with respect to Accounts will be available
during the Outside Director’s lifetime only to the Outside Director or the
Outside Director’s guardian or legal representative. The Board of Directors may,
in its discretion, require an Outside Director’s guardian or legal
representative to supply it with evidence the Board of Directors deems necessary
to establish the authority of the guardian or legal representative to act on
behalf of the Outside Director.
8.7 CODE
SECTION 409A. It is also the intention of the Company that all income tax
liability on payments made under the Plan be deferred until the Outside Director
actually receives such payment in accordance with the requirements of Code
Section 409A for nonqualified deferred compensation plans, to the extent Code
Section 409A applies to the Plan. Therefore, if any Plan provision is found
not
to be in compliance with any applicable requirements of Code Section 409A,
that
provision shall be deemed amended so that the Plan does so comply to the extent
permitted by law and deemed advisable by the Company’s Board of Directors or the
Compensation Committee of the Board, and in all events the Plan shall be
construed in favor of its meeting the requirements for deferral of compensation
under Code Section 409A.
EXHIBIT
A
EMCORE
CORPORATION
OUTSIDE
DIRECTORS CASH COMPENSATION PLAN
DEFERRAL
ELECTION
As
of
__________________, 20__, the individual whose name appears below, who is
an
Outside Director of the Company, hereby elects to defer all or a portion
of the
compensation payable to him or her under the terms of the EMCORE Corporation
Outside Directors Cash Compensation Plan (the “Plan”). This Deferral Election
will remain in full force and effect until the earlier of the date the Outside
Director modifies or terminates it and the date the Director ceases to be
an
Outside Director. Any term capitalized herein but not defined will have the
meaning set forth in the Plan. This Deferral Election supersedes any prior
Deferral Election and all such prior Deferred Elections shall be null and
void.
1. Deferral
Election. In accordance with the terms of the Plan, the Outside Director
hereby
elects to defer:
____%
of
the Meeting Fee(s)
____%
of
the Committee Meeting Fee(s)
payable
to the Outside Director for Plan years beginning after the date this election
is
filed with the Secretary of EMCORE Corporation. (Enter in each blank any
whole
percentage less than or equal to 100%.).
2. Accounts.
The Outside Director hereby elects to have all of the amounts deferred under
item number 1 above credited to the Interest Account.
3. Timing
of
Payout. Subject to the terms of the Plan, the Outside Director hereby elects
to
have his or her Account distributed as soon as administratively feasible
following _______________________ (insert N/A if Outside Director wishes
to
receive Account only after the earlier of (a) the date he or she ceases to
be a
Director and (b) the date on which a Change of Control occurs).
4. Form
of
Payout. In accordance with the terms of the Plan, the Outside Director hereby
elects the following payout form for his or her Account (elect
one):
_____ single
lump sum payment, or
|
_____
|
installments
over ___ years (not to exceed 10 years) payable (elect
one):
|
|
_____
|
quarterly,
|
_____ semi-annually,
or
_____ annually
IN
WITNESS WHEREOF, the Outside Director has duly executed this Deferral Election
as of the date first written above.
Outside
Director’s Signature
Outside
Director’s Name (please print)
EXHIBIT
B
EMCORE
CORPORATION
OUTSIDE
DIRECTORS CASH COMPENSATION PLAN
BENEFICIARY
DESIGNATION
In
accordance with the terms of the EMCORE Corporation Outside Directors Cash
Compensation Plan (the “Plan”), the individual whose name appears below, who is
an Outside Director of EMCORE Corporation (the “Company”), hereby designates a
beneficiary or beneficiaries, with respect to his or her Account (and any
other
amounts due to him or her) under the Plan.
1. Primary
Beneficiary. The following person, or persons, are hereby designated as primary
Beneficiary with respect to the percentage of the Outside Director’s unpaid
Account (and any other amounts due to him or her) indicated for each
person:
Name:
Relationship:
Address:
Percent:
Name:
Relationship:
Address:
Percent:
Name:
Relationship:
Address:
Percent:
2. Secondary
Beneficiary. The following person, or persons, are hereby designated as
secondary Beneficiary with respect to the percentage of the Outside Director’s
unpaid Account (and any other amounts due to him or her) indicated for each
person:
Name:
Relationship:
Address:
Percent:
Name:
Relationship:
Address:
Percent:
Name:
Relationship:
Address:
Percent:
IN
WITNESS WHEREOF, the Outside Director has duly executed this Beneficiary
Designation as of ________________, 20__ .
Outside
Director’s Signature
Outside
Director’s Name (please print)