Summary of INFINERA CORP - Yahoo! Finance

Change in Directors or Principal Officers, Financial Statements and Exhibits

Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) On November 20, 2009, the Compensation Committee (the "Committee") of the Board of Directors (the "Board") of Infinera Corporation (the "Company") approved the following compensation for the Company's named executed officers:

Base Salaries. The Committee approved the following base salary changes for the named executive officers, effective January 1, 2010:

Executive Officer        Position                               Old Base Salary      New Base Salary
Jagdeep Singh            Chairman, President and Chief
                         Executive Officer                     $         300,000    $         150,000
Duston M. Williams       Vice President and Chief Financial
                         Officer                               $         280,000    $         300,000
Thomas J. Fallon         Chief Operating Officer               $         280,000    $         300,000
David F. Welch, Ph.D.    Chief Marketing and Strategy
                         Officer                               $         280,000    $         300,000

Target Bonus Percentages. The Committee approved the following target bonus percentages, as a percentage of base salary, for the named executive officers for 100% achievement under the 2010 Bonus Plan, effective January 1, 2010:

                                                                          Target Bonus (as
                                                                                 a
                                                                           percentage of
Executive Officer       Position                                            base salary)
Jagdeep Singh           Chairman, President and Chief Executive Officer         65%
Duston M. Williams      Vice President and Chief Financial Officer              65%
Thomas J. Fallon        Chief Operating Officer                                 125%
David F. Welch, Ph.D.   Chief Marketing and Strategy Officer                    65%

The changes to Mr. Singh's and Mr. Fallon's base salaries and target bonus percentages are in connection with the Company's leadership transition recently disclosed by the Company on a Current Report on Form 8-K filed with the Securities and Exchange Commission on July 21, 2009.

Amendments to Change of Control Agreements. On November 20, 2009, the Committee approved amendments to the Company's Form of Amended and Restated Change of Control Severance Agreement for its senior executives, including each of its named executive officers to, among other things:

Х Add the ability of an executive to trigger good reason and collect severance benefits if there is a "material reduction" in the executive's base salary, even if it is in connection with and consistent with a general reduction of all employee base salaries;

Х Add the ability of an executive to trigger good reason and collect severance benefits if a material change in the executive's work location results from a change of control; and

Х Add a thirty-day advance notice of termination requirement applicable to executives prior to the termination of their employment for any reason.

The amendments to the Form of Amended and Restated Change of Control Severance Agreement also increase the benefits provided to Dr. Dave Welch, the Company's Chief Marketing and Strategy Officer and Mr. Scott A. Chandler, the Company's Vice President, Worldwide Sales, upon a change of control transaction and qualifying termination from 50% vesting with six months of severance to 100% vesting with twelve months of severance.

The foregoing description is qualified in its entirety by reference to the Form of Amended and Restated Change of Control Severance Agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.