Item 5.02 Departures of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On November 26, 2008, we entered into employment agreements with Messrs. John Caezza and Bruce McClelland. Each of the new agreements provides for (1) a term of one year and the automatic extension of that term by one day for each day of employment, (2) severance compensation equal to one year of base salary and bonus, continuation of participation in certain benefit plans, and immediate vesting of equity awards if terminated without cause, in the event that Arris breaches the agreement, or if the employee terminates his employment for good reason following a change in control, and (3) non-competition and confidentiality requirements. The agreements provide for base salaries equal to the current base salaries for the employees ($312,000 for Mr. Caezza and $300,000 for McClelland). Each agreement provides for target and maximum bonus opportunities (as a percentage of base salary) of 60% and 200%, respectively. The agreements also contain other customary terms, including terms comparable to those described below for Messrs. Coppock, Isaacs, Lakin, Potts, Margolis and Stanzione.
On November 26, 2008, we entered into amendments of existing employment agreements with Ronald M. Coppock, Bryant K. Isaacs, James D. Lakin, David B. Potts, Lawrence Margolis and Robert Stanzione. Each of these amendments provides for clarification of existing terms regarding (1) severance compensation, continuation of participation in certain benefit plans, and immediate vesting of equity awards if terminated without cause, in the event that Arris breaches the agreement, or if the employee terminates his employment for good reason following a change in control, (2) deferral of certain payments to the extent necessary to avoid the imposition of an excise tax as contemplated by Internal Revenue Code Section 409A and the payment to the employees of a tax "gross-up" in the event that the excise tax cannot be avoided, and (3) the amendment of certain terms regarding non-competition and confidentiality requirements. Mr. Stanzione's amendment permits Mr. Stanzione's continued employment after age 62 subject to termination by the company or Mr. Stanzione on 12 months notice. Mr. Stanzione's non-qualified benefit plan is frozen at age 62, but not distributed until his retirement. The age 62 actuarial equivalent value then will be increased or decreased based on the interest, dividends, earnings or profits, and expenses or losses incurred on permitted investments (as determined by the Compensation Committee of the Board of Directors) that Mr. Stanzione may designate under his Supplemental Executive Retirement Plan.
On the same date, we entered into an amendment of the supplemental executive retirement plan with Robert Stanzione that provides for (1) clarification of the retirement benefits he receives depending on his retirement date, (2) additional provisions regarding Mr. Stanzione's retirement benefit, and the (3) deferral of certain payments to the extent necessary to avoid the imposition of an excise tax as contemplated by Internal Revenue Code Section 409A and the payment to the employees of a tax "gross-up" in the event that the excise tax cannot be avoided.
Attached as Exhibits 10.1 to 10.9 are copies of these agreements and amendments, each of which is incorporated herein by reference. Item 9.01. Financial Statements and Exhibits.

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(d) Exhibits

10.1 Employment Agreement with John Caezza 10.2 Employment Agreement with Bruce McClelland 10.3 First Amendment to Employment Agreement with Ronald M. Coppock 10.4 First Amendment to Employment Agreement with Bryant K. Isaacs 10.5 First Amendment Employment Agreement with James D. Lakin 10.6 First Amendment to Employment Agreement with David B. Potts 10.7 Second Amendment to Amended and Restated Employment Agreement with Lawrence Margolis 10.8 Second Amendment to Amended and Restated Employment Agreement with Robert Stanzione 10.9 First Amendment to the Robert Stanzione Supplemental Executive Retirement Plan

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