8-K

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 16, 2016

BROCADE COMMUNICATIONS SYSTEMS, INC.

(Exact name of registrant as specified in its charter)

Delaware	000-25601	77-0409517
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

130 Holger Way

San Jose, CA 95134

(Address, including zip code, of principal executive offices)

(408) 333-8000

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

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))

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

Beginning on September 16, 2016, Brocade Communications Systems, Inc. (“Brocade”) extended its existing change of control retention agreements (the “Agreements”) with each of its executive officers, including the following named executive officers:

• Lloyd A. Carney, Chief Executive Officer;

• Ken K. Cheng, Chief Technology Officer and Senior Vice President, Corporate Development and Emerging Business;

• Gale E. England, Chief Operating Officer and Senior Vice President, Operations;

• Daniel W. Fairfax, Senior Vice President and Chief Financial Officer; and

• Jeffrey P. Lindholm, Senior Vice President, Worldwide Sales.

The Agreements, which were set to expire in October 2016, were extended until November 2, 2019, the anticipated last day of Brocade’s fiscal year 2019. The Agreements have not been amended in any other respect, nor have any changes been made to the benefits provided under the Agreements.

A copy of the Amendment to Amended and Restated Change of Control Retention Agreement for Lloyd Carney entered into between Brocade and Lloyd A. Carney is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein. The form of Amendment to Change of Control Retention Agreement entered into between Brocade and the other executive officers identified above is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description of Document
10.1	Amendment to Amended and Restated Change of Control Retention Agreement for Lloyd Carney entered into between Brocade and Lloyd A. Carney
10.2	Form of Amendment to Change of Control Retention Agreement entered into between Brocade and Brocade’s executive officers other than the Chief Executive Officer (entered into with each of Ken K. Cheng, Gale E. England, Daniel W. Fairfax and Jeffrey P. Lindholm)

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.

	BROCADE COMMUNICATIONS SYSTEMS, INC.
Date: September 22, 2016	By:	/s/ Ellen A. O’Donnell
		Ellen A. O’Donnell
		Senior Vice President, General Counsel and Corporate Secretary

EX-10.1

Exhibit 10.1

BROCADE COMMUNICATIONS SYSTEMS, INC.

AMENDMENT TO AMENDED AND RESTATED CHANGE OF CONTROL RETENTION AGREEMENT FOR LLOYD CARNEY

This amendment (the “Amendment”) is made by and between Lloyd A. Carney (“Executive”) and Brocade Communications Systems, Inc. (the “Company” and together with the Executive hereinafter collectively referred to as the “Parties”) as of the date last signed below.

WHEREAS, the Parties previously entered into an Amended and Restated Change of Control Retention Agreement for Lloyd Carney (the “Agreement”) effective as of October 25, 2013 (the “Effective Date”);

WHEREAS, Section 9 of the Agreement generally provides that the Agreement shall remain in effect until the three (3) year anniversary of the Effective Date (the “Term”), and may be extended upon mutual written consent of the Executive and the Company; and

WHEREAS, the Parties desire to extend the Term as set forth in this Amendment.

NOW, THEREFORE, in consideration of the foregoing, the Parties agree that the Agreement is hereby amended as follows:

1.Term. Section 9 of the Agreement is hereby amended and replaced in its entirety as follows:

9.    Term. This Agreement shall remain in effect until November 2, 2019 (the “Term”) and may be extended upon mutual written consent of the Executive and the Company (as authorized by the Compensation Committee or Board); provided, however, the Term shall be automatically extended without any further action if the Company has entered into a definitive agreement regarding a Change of Control (a “Pending Transaction”) until (i) twelve (12) months following the consummation of such Pending Transaction or (ii) such definitive agreement has terminated pursuant to its terms without a Change of Control occurring. Notwithstanding the foregoing, the acceleration provision set forth in Section 2(c)(v) hereof shall survive expiration of the Term (and any duly authorized extension thereof).

2.Full Force and Effect. To the extent not expressly amended hereby, the Agreement shall remain in full force and effect.

3.Entire Agreement. This Amendment and the Agreement constitute the full and entire understanding and agreement between the Parties with regard to the subjects hereof and thereof. This Amendment may be amended at any time only by mutual written agreement of the Parties.

4.Counterparts. This Amendment may be executed in counterparts, all of which together shall constitute one instrument, and each of which may be executed by less than all of the Parties to this Amendment.

5.Governing Law. This Amendment will be governed by the laws of the State of California (with the exception of its conflict of laws provisions).

IN WITNESS WHEREOF, each of the Parties has executed this Amendment, in the case of the Company by its duly authorized officer, as of the date set forth above.

	BROCADE COMMUNICATIONS SYSTEMS, INC.
Dated: , 2016	By
	EXECUTIVE
Dated: , 2016
	Lloyd A. Carney

EX-10.2

Exhibit 10.2

BROCADE COMMUNICATIONS SYSTEMS, INC.

AMENDMENT TO CHANGE OF CONTROL RETENTION AGREEMENT

This amendment (the “Amendment”) is made by and between [NAME OF EXECUTIVE] (“Executive”) and Brocade Communications Systems, Inc. (the “Company” and together with the Executive hereinafter collectively referred to as the “Parties”) as of the date last signed below.

WHEREAS, the Parties previously entered into a Change of Control Retention Agreement (the “Agreement”) effective as of [EFFECTIVE DATE OF EXISTING AGREEMENT] (the “Effective Date”);

WHEREAS, Section 9 of the Agreement generally provides that the Agreement shall remain in effect until the three (3) year anniversary of the Effective Date (the “Term”), and may be extended upon mutual written consent of the Executive and the Company; and

WHEREAS, the Parties desire to extend the Term as set forth in this Amendment.

NOW, THEREFORE, in consideration of the foregoing, the Parties agree that the Agreement is hereby amended as follows:

1.Term. Section 9 of the Agreement is hereby amended and replaced in its entirety as follows:

9.    Term. This Agreement shall remain in effect until November 2, 2019 (the “Term”), and may be extended upon mutual written consent of the Executive and the Company (as authorized by the Compensation Committee or Board); provided, however, the Term shall be automatically extended without any further action if the Company has entered into a definitive agreement regarding a Change of Control (a “Pending Transaction”) until (i) twelve (12) months following the consummation of such Pending Transaction or (ii) such definitive agreement has terminated pursuant to its terms without a Change of Control occurring. Notwithstanding the foregoing, the acceleration provision set forth in Section 2(c)(v) hereof with respect to equity awards granted prior to the expiration of the Term (or any extension thereof) shall survive expiration of the Term (and any duly authorized extension thereof).

2.Full Force and Effect. To the extent not expressly amended hereby, the Agreement shall remain in full force and effect.

3.Entire Agreement. This Amendment and the Agreement constitute the full and entire understanding and agreement between the Parties with regard to the subjects hereof and thereof. This Amendment may be amended at any time only by mutual written agreement of the Parties.

4.Counterparts. This Amendment may be executed in counterparts, all of which together shall constitute one instrument, and each of which may be executed by less than all of the Parties to this Amendment.

5.Governing Law. This Amendment will be governed by the laws of the State of California (with the exception of its conflict of laws provisions).

IN WITNESS WHEREOF, each of the Parties has executed this Amendment, in the case of the Company by its duly authorized officer, as of the date set forth above.

	BROCADE COMMUNICATIONS SYSTEMS, INC.
Dated: , 2016	By
	EXECUTIVE
Dated: , 2016
	[NAME OF EXECUTIVE]