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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): September 1, 2016
ARRIS INTERNATIONAL PLC
(Exact name of registrant as specified in its charter)
England and Wales
001-37672
98-1241619
(State or Other Jurisdiction
of Incorporation)
(Commission
File Number)
(I.R.S. Employer
Identification No.)
3871 Lakefield Drive
Suwanee, Georgia
30024
(Address of Principal Executive Offices)
(Zip Code)
Registrant’s telephone number, including area code: (678) 473-2000
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:
 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))
Item 5.02.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
In connection with the appointment of Bruce McClelland as Chief Executive Officer, on September 1, 2016, ARRIS Group, Inc., a
subsidiary of ARRIS International plc (“ARRIS”), entered into a Third Amendment (the “Third Amendment”) to the Amended and
Restated Employment Agreement dated August 6, 2001, as previously amended (the “Agreement”), with Robert J. Stanzione, to
reflect Mr. Stanzione’s appointment as Executive Chairman of ARRIS and his continued service as Chairman of the Board of
Directors. In addition to changing Mr. Stanzione’s title and responsibilities under the Agreement, the Third Amendment also
(i) reduces the notice period required for termination of the Agreement without “good cause” or “good reason” (as defined in the
Agreement) to 120 days and (ii) eliminates any tax-gross up payment that would be required in connection with the imposition of any
excise tax under Section 4999 of the Internal Revenue Code of 1986, as amended.
A copy of the Third Amendment is filed as Exhibit 10.1 to this Current Report and incorporated by reference in this Item 5.02.
Item 9.01.
Financial Statements and Exhibits.
(d) Exhibits
Exhibit No.
Description
10.1
Third Amendment dated September 1, 2016 to the Amended and Restated Employment Agreement with Robert J.
Stanzione
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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.
ARRIS INTERNATIONAL PLC
By:
/s/ Patrick W. Macken
Patrick W. Macken
Senior Vice President, General
Counsel,
and Secretary
Date: September 2, 2016
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Exhibit 10.1
THIRD AMENDMENT TO
AMENDED AND RESTATED EMPLOYMENT AGREEMENT
THIS THIRD AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Third
Amendment”) is made and entered into effective as of the 1st day of September, 2016, by and between ARRIS Group, Inc., a
Delaware corporation (the “Company”), and Robert J. Stanzione (“Executive”).
WHEREAS, the parties hereto have entered into that certain Amended and Restated Employment Agreement dated as of
August 6, 2001, which was subsequently amended by (i) the First Amendment to Amended and Restated Employment Agreement
dated as of December 7, 2006, (ii) the Second Amendment to Amended and Restated Employment Agreement dated as of
November 26, 2008, (iii) and that certain Waiver dated as of December 31, 2015 (collectively, the “Agreement”); and
WHEREAS, the parties hereto now desire to further amend the Agreement as provided herein to make certain changes to
Executive’s job title and duties.
NOW, THEREFORE, in consideration of the foregoing recitals and the mutual covenants set forth herein, and other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
1. Capitalized terms that are used but not defined in this Third Amendment shall have the meaning specified in the Agreement.
2. Section 1 of the Agreement is amended by deleting such Section 1 in its entirety and inserting the following in lieu thereof:
1.
EMPLYMENT. Effective as of September 1, 2016, Company will employ Executive and Executive will work for Company
in the Atlanta area as follows: Executive will serve as Executive Chairman and Chairman of the Board until this Agreement
is terminated as provided in Section 5 (the “Termination Date”). As Executive Chairman, Executive will perform on a
full-time basis the duties and responsibilities customarily performed by persons acting in such capacity and/or as are
designated from time to time by the Board of Directors of ARRIS International plc, the parent company of the Company
(“Parent”).
3. Section 5(a) of the Agreement is amended by deleting the second sentence thereof in its entirety and inserting the following in lieu
thereof:
The termination will not be effective until 120 days after written notice of termination is given Executive unless termination is for
“Good Cause.”
4. Section 5(b) of the Agreement is amended by deleting the second sentence thereof in its entirety and inserting the following in lieu
thereof:
The termination will not be effective until 120 days after written notice of termination is given Company unless termination is for
“Good Reason.”
5. Section 5(c) of the Agreement is amended by deleting such Section 5(c) in its entirety and inserting the following in lieu thereof:
(c) If Executive terminates this Agreement and simultaneously therewith his employment by Company under clause (iii) of the
definition of Good Reason, subject to Executive’s continued compliance with Sections 5(d) and 6 below, all of Executive’s stock
options and other equity awards outstanding at the Termination Date shall fully vest as of the Termination Date and such stock
options shall remain outstanding until the original expiration date of the stock options (disregarding any earlier expiration date based
on Executive’s termination of employment), and Company for a period of three years from such Termination Date (the period
during which Executive is entitled to severance benefits is the “Severance Period”) shall continue to provide to Executive (a) his
Base Compensation, at the rate most recently determined, on a semi-monthly basis beginning with the first semi-monthly payroll
date after the Termination Date and continuing through the Severance Period in accordance with the ordinary payroll practices of
Company, (b) a bonus for each Company fiscal year (and a pro rata amount for each partial Company fiscal year) in the Severance
Period in an amount equal to Executive’s Typical Annual Bonus at the Termination Date (or a pro rata amount of said Typical
Annual Bonus for any partial Company fiscal year in the Severance Period), with the bonus for any fiscal year or partial year in the
Severance Period to be paid after the end of such fiscal year or partial year and within two and one-half (2-1/2) months thereafter,
and (c) the Benefit Plans as provided by Section 3(a) on a monthly basis through the Severance Period (subject in the case of
long-term disability to the availability of such coverage under Company’s insurance policy). Executive’s Typical Annual Bonus at
the Termination Date shall be the annual average of the three highest full-year Bonuses received by Executive for the five full fiscal
years immediately preceding the Termination Date.
If (1) Company terminates this Agreement and simultaneously therewith Executive’s employment by Company other than for Good
Cause and does not (x) state in its notice delivered pursuant to Section 5(a) that it is requesting Executive remain as Chairman of the
Board of Parent and will recommend that the shareholders of Parent re-elect Executive as a director at the next annual general
meeting of shareholders or special meeting of shareholders at which directors of Parent are elected and (y) retain Executive during
the full 120 day notice period provided in Section 5(a), or (2) Executive terminates this Agreement and simultaneously therewith his
employment by Company
for Good Reason (other than under clause (iii) of the definition thereof), then Company shall continue to provide to Executive:
(a) his Base Compensation, at the rate most recently determined, on a semi-monthly basis beginning with the first semi-monthly
payroll date after the Termination Date and continuing through the one-year anniversary of the Termination Date (such 1-year
period being the “Notice Period”) in accordance with the ordinary payroll practices of Company, (b) a bonus for each Company
fiscal year (and a pro rata amount for each partial Company fiscal year) in the Notice Period in an amount equal to Executive’s
Typical Annual Bonus at the Termination Date (or a pro-rata amount of said Typical Annual Bonus for any partial Company fiscal
year in the Notice Period), with the bonus for any fiscal year or partial year in the Notice Period to be paid after the end of such
fiscal year or partial year and within two and one-half (2-1/2) months thereafter, and (c) the Benefit Plans as provided by
Section 3(a) on a monthly basis through the Notice Period (subject in the case of long-term disability to the availability of such
coverage under Company’s insurance policy). Subject to Executive’s continued compliance with Sections 5(d) and 6, if Executive
terminates his employment under this Agreement with or without Good Reason other than under the circumstances specified in the
first paragraph of this Section 5(c) (or Company terminates Executive’s employment under this Agreement without Good Cause),
all of Executive’s stock options and other equity awards outstanding at the Termination Date shall continue to vest for four (4) years
after the Termination Date as if Executive remained employed through such time, and such stock options shall remain outstanding
through the original expiration date of the stock options (disregarding any expiration date based on Executive’s termination of
employment). Notwithstanding the foregoing, all payments to be made or benefits to be provided under this Section are subject to
the provisions of Section 5(f) below.
6. Section 7 of the Agreement is amended by deleting such Section 7 in its entirety and adding the following in lieu thereof:
7.
TAXES. Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment
or distribution by Company to or for the benefit of Executive (whether paid or payable or distributed or distributable
pursuant to the terms of this Agreement or otherwise) (a “Payment”) would be subject to the excise tax (the “Excise Tax”)
imposed by Section 4999 of the Code, then, prior to the making of any such Payment to Executive, the Payment shall be
reduced to the minimum extent necessary to avoid being subject to the Excise Tax. In that event, cash payments shall be
modified or reduced first on a pro rata basis, then any other benefits on a pro rata basis and finally any vesting of equity
awards on a pro rata basis. The determination of whether an Excise Tax would be imposed, the amount of such Excise Tax,
and the calculation of the amounts referred to herein, shall be made by an independent accounting firm selected by
Company and reasonably acceptable to Executive, at Company’s expense (the “Accounting Firm”), and the Accounting
Firm shall provide detailed supporting calculations. Any determination by the
Accounting Firm shall be binding upon Company and Executive. As a result of the uncertainty in the application of
Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that
Payments which Executive was entitled to, but did not receive pursuant to this Section 7, could have been made without the
imposition of the Excise Tax (“Underpayment”). In such event, the Accounting Firm shall determine the amount of the
Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit
of Executive.
7. Except as amended hereby, the Agreement shall remain in full force and effect.
8. The provisions of Sections 9 through 12 of the Agreement shall apply to this Second Amendment as if set forth in their entirety
herein.
IN WITNESS WHEREOF, the parties hereto have executed this Third Amendment as of the date first above written.
COMPANY
ARRIS Group, Inc.
By:
Name:
Title:
/s/ Patrick Macken
Patrick Macken
SVP
EXECUTIVE
/s/ Robert J. Stanzione
Robert J. Stanzione