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

Date of report (date of earliest event reported):

July 7, 2009

 

 

EXTREME NETWORKS, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware		000-25711		77-0430270
(State or other jurisdiction of incorporation)		(Commission File No.)		(I.R.S. Employer Identification No.)

3585 Monroe Street

Santa Clara, California 95051

(Address of principal executive offices)

Registrant’s telephone number, including area code:

(408) 579-2800

 

 

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 (see General Instruction A.2. below):

 

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨	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 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d)

On July 7, 2009, Extreme Networks, Inc. (the “Company”) announced that Mr. Gordon L. Stitt, its co-founder and currently Chairman of its Board of Directors, has joined the Company in a market development role to explore new market opportunities for the Company’s products. Under the provisions of an employment offer, he will be paid an annualized salary of $300,000 as a 60% part-time employee. The Company expects that Mr. Stitt will undertake these responsibilities for a period expected to be of one year in duration. Under the rules of the NASDAQ Global Market, Mr. Stitt will not be an “independent” director until three years after the end of his service in this role.

A copy of Mr. Stitt’s offer letter and the press release are attached to this Current Report on Form 8-K as Exhibit 10.22 and Exhibit 99.1, respectively.

Item 9.01. Financial Statements and Exhibits.

 

(d)

Exhibits

 

Exhibit No.		Description
10.22		Offer Letter dated July 3, 2009 by and between Extreme Networks, Inc. and Gordon L. Stitt.
99.1		Press Release dated July 7, 2009.

 

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SIGNATURES

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.

Date: July 8, 2009

 

 

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Exhibit 10.22

July 3, 2009

Dear Gordon:

We are pleased to offer you a position with Extreme Networks (the “Company”) as an employee, reporting to Mark Canepa, Chief Executive Officer. You will be responsible for developing marketing strategies as agreed between you and Mark. Your position will be 60% time and for a period of one year. Should you decide to join us, you will receive a semi-monthly salary of $12,500 (which would equal $300,000.00 on an annualized basis for the one-year period), less applicable taxes and withholdings, in accordance with the Company’s normal payroll procedures.

As a Company employee, you will be eligible to participate in various Company benefit plans, including its group health and short-term disability as well as its 401(k) and employee stock purchase plans. Your participation in the Company’s benefit plans will be subject to the terms and conditions of the specific benefit plans. In this position, you will not be a participant in the team incentive or executive bonus plans.

Your employment is for a fixed one-year period and will end on the anniversary date of your first date of employment unless we agree otherwise in writing.

This letter relates only to your benefits and responsibilities as an employee. It does not affect or modify in any way your compensation as our Chairman of the Board, or as a director or alter in anyway your rights or obligations in those positions.

In the event of any dispute or claim relating to or arising out of this agreement, our employment relationship, or the termination of our employment relationship (including, but not limited to, any claims of wrongful termination or age, gender, disability, race or other discrimination or harassment), you and the Company agree that all such disputes shall be fully, finally and exclusively resolved by binding arbitration conducted by the American Arbitration Association (“AAA”) in Santa Clara County, California, and we waive our rights to have such disputes tried by a court or jury. The arbitration will be conducted by a single arbitrator appointed by the AAA pursuant to the AAA’s then-current rules for the resolution of employment disputes, which can be reviewed at www.adr.org.

This offer is contingent upon your signing the enclosed Employee Inventions and Proprietary Rights Assignment Agreement, however, that agreement will cover only the information you receive in your capacity as an employee, and not information you receive as a member of the Board of Directors.

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We will also need you to provide documentary evidence of your eligibility for employment in the United States. Please bring this documentation, such as a passport or driver’s license and an original social security card, to your Employee Orientation. Such documentation must be provided to us within three (3) business days of your date of hire.

To indicate your acceptance of the Company’s offer, please sign and date this letter in the space provided below and return to Kathleen Swift, VP of Human Resources at Extreme Networks at 3585 Monroe Street, Santa Clara, CA 95051. A duplicate original is in enclosed for your records. This offer of employment, if not accepted, will expire in 3 (three) business days. Based on our discussions, it is anticipated that you will begin employment no later than July 13, 2009.

All new employees receive a benefits package from the HR Department. If you have any benefit related questions, please contact Kathleen Swift at (408) 579-3253.

This agreement, along with any agreements referenced above, constitute the entire agreement between you and the Company concerning the terms and conditions of your employment with the Company. This agreement cannot be modified or amended except by a subsequent written agreement signed by you and the Company.

Gordon, we look forward to your new role and assistance at Extreme Networks and we look forward to your further contributions to the company. If you have any questions, please feel free to contact Kathleen Swift at 408-579-3253.

Sincerely,

 

/s/ Kathleen Swift
EXTREME NETWORKS INC. Kathleen Swift Vice President, Human Resources
I agree to and accept employment with Extreme Networks, Inc. on the terms set forth in this agreement.
/s/ Gordon Stitt		7 July 2009
		Date

My start date will be 13 July 2009

Exhibit 99.1

FOR IMMEDIATE RELEASE

For more information, contact:

Greg Cross

Extreme Networks Public Relations

408 579 3483

gcross@extremenetworks.com

EXTREME NETWORKS APPOINTS EXECUTIVE TO SPUR MARKET DEVELOPMENT

SANTA CLARA, Calif.; July 7, 2009 – Extreme Networks, Inc. (Nasdaq: EXTR) today announced that its co-founder and Chairman of the Board of Directors, Gordon L. Stitt, has assumed a market development role with the Company. In this position, Mr. Stitt will work part-time with the Company to explore new market opportunities.

“The rapid growth in the data center networking segment, as well as the growth in networking being driven by video delivery, presents many opportunities for Extreme,” commented Mark Canepa, president and CEO of Extreme Networks. “Gordon’s experience in market development will help accelerate our progress.”

Mr. Stitt co-founded Extreme Networks in 1996 and remains Chairman of the Board of Directors. He will undertake these responsibilities for a period expected to be of one year in duration.

About Extreme Networks, Inc.

Extreme Networks provides converged Ethernet networks that support data, voice and video for enterprises and service providers. The Company’s network solutions feature high performance and high availability switching that deliver insight and control enabling customers to solve their real-world business communications challenges. Operating in more than 50 countries, Extreme Networks provides wired and wireless secure LANs, data center infrastructure and Service Provider Ethernet transport solutions that are complemented by global, 24x7 service and support. For more information, visit: http://www.extremenetworks.com

This announcement contains forward-looking statements that involve risks and uncertainties, including statements regarding future financial performance. Actual results could differ materially from those projected in the forward-looking statements as a result of certain risk factors, including, but not limited to: fluctuations in demand for the Company’s products and services; a highly competitive business environment for network switching equipment; its effectiveness in controlling

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expenses, the possibility that the Company might experience delays in the development of new technology and products; customer response to its new technology and products; the timing of any recovery in the global economy; risks related to pending or future litigation, and a dependency on third parties for certain components and for the manufacturing of the Company’s products. The Company undertakes no obligation to update the forward-looking information in this release. More information about potential factors that could affect the Company’s business and financial results is included in its filings with the Securities and Exchange Commission, including, without limitation, under the captions: “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and “Risk Factors.”

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Extreme Networks is a trademark or registered trademark of Extreme Networks, Inc. in the United States and/or other countries.