Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment


                 of Certain Officers; Compensatory Arrangements of Certain Officers.


On August 5, 2020, Infinera Corporation (the "Company") announced that Thomas J.
Fallon, the Company's Chief Executive Officer ("CEO"), would transition from his
position as CEO and that David W. Heard, the Company's Chief Operating Officer,
would transition into the position of CEO on a date to be later determined (the
"Transition Date"). The Company also announced that on the Transition Date,
Kambiz Y. Hooshmand would transition from his role as Chairman ("Chairman") of
the Company's board of directors (the "Board") and George Riedel, an existing
member of the Board, would transition into the role of Chairman. Additionally,
the Company announced that Messrs. Fallon and Hooshmand would both remain
members of the Board after the CEO and Chairman transitions.
On November 20, 2020, the Board approved a Transition Date of November 23, 2020
and appointed Mr. Heard as a Class II director coincident with the commencement
of his appointment as CEO. Mr. Heard will not serve on any committees of the
Board. There are no arrangements or understandings between Mr. Heard and any
other persons pursuant to which Mr. Heard was appointed to the Board. There are
no transactions in which Mr. Heard has an interest requiring disclosure under
Item 404(a) of Regulation S-K. Mr. Heard does not have any family relationships
with any of the Company's directors or executive officers. Mr. Heard will not be
eligible for compensation as a member of the Board and Mr. Heard's compensation
as CEO is described in detail below.
Heard Compensatory Arrangements
In connection with Mr. Heard's appointment as CEO, effective as of the
Transition Date, the Board adjusted the terms of Mr. Heard's compensation in his
role as CEO. Mr. Heard will receive an annualized base salary of $700,000
effective as of December 5, 2020 and will be eligible to receive an annual
target bonus of 125% of his annual base salary upon the achievement of
performance objectives to be determined by the Board or a committee thereof. In
addition, on the Transition Date, Mr. Heard was granted an award of restricted
stock units covering 250,000 shares of Company common stock under the Infinera
Corporation 2016 Equity Incentive Plan (the "Award") with a vesting commencement
date of December 5, 2020. The Award will be scheduled to vest over three years,
with one-third of the shares underlying the Award vesting on the first
anniversary of the vesting commencement date and the balance of the shares
underlying the Award vesting 8.33% per quarter for eight quarters thereafter,
subject to Mr. Heard's continued service to the Company. Upon a qualifying
termination of employment, under the Company's existing severance policy Mr.
Heard would be entitled to a cash severance payment equal to 150% of his base
salary, a prorated annual bonus for the year of his termination of employment
and up to 18 months of premiums to continue health coverage pursuant to COBRA
for Mr. Heard and his eligible dependents. In addition, Mr. Heard will be
entering into an amended Change in Control Severance Agreement with terms
consistent with the Form of Chief Executive Officer Amended and Restated Change
of Control Severance Agreement, filed as Exhibit 10.1 of the Company's Current
Report on Form 8-K (No. 001-33486), filed with the SEC on February 22, 2018. In
connection with his appointment as the Company's CEO, Mr. Heard has also been
appointed to be a member of the Board.
Fallon Transition Agreement
As part of his transition from CEO to an advisor to the Company, the Company
entered into a Transition Agreement with Mr. Fallon (the "Fallon Agreement").
The Fallon Agreement provides that as of the Transition Date Mr. Fallon will
cease to be the Company's CEO and will continue as an advisor through February
1, 2021 to assist with the transition of his duties. During the transition
period, Mr. Fallon will continue to receive his compensation currently in
effect, but Mr. Fallon will not be eligible for a bonus for any services he
provides in 2021. Upon termination of his services as an advisor, the vesting of
all of his outstanding restricted stock units will accelerate and his
performance share award with the performance period ending December 31, 2020
will remain outstanding and will be paid (and shares issued) to the extent the
goals are actually achieved. All other performance share awards granted to Mr.
Fallon will terminate and be cancelled. All of Mr. Fallon's options to purchase
Company common stock will continue in effect in accordance with their terms and
conditions. Following his termination of services as an advisor, Mr. Fallon will
continue as a member of the Board.

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Item 8.01 Other Events.




In May 2020, in response to the COVID-19 pandemic, the Board adjusted downward
the base salaries of Section 16 officers of the Company and cash retainers of
members of the Board (the "Compensation Adjustments"). On November 20, 2020, the
Board approved the reinstatement of base salaries of Section 16 officers of the
Company, except for Messrs. Fallon and Heard as discussed above, and cash
retainers of members of the Board to levels equal to those prior to the
Compensation Adjustments. These reinstatements will be effective as of December
5, 2020.
Item 9.01   Financial Statements and Exhibits.
(d)         Exhibits.

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Exhibit No.        Description

104                Cover Page Interactive Data File (formatted as Inline XBRL)

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