Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Effective November 13, 2019, Franklin W. Hobbs is no longer serving as the
President and Chief Executive Officer of Ribbon Communications Inc. (the
"Company").
In connection with the above described transition, Mr. Hobbs entered into a
letter agreement with the Company and Ribbon Communications Operating Company,
Inc., a wholly owned subsidiary of the Company, on December 27, 2019 ("Letter
Agreement"), pursuant to which Mr. Hobbs resigned from the Company's Board of
Directors (the "Board"), effective immediately. The Letter Agreement also
provided for the termination of Mr. Hobbs' employment with the Company,
effective as of the close of business on December 31, 2019 (the "Separation
Date").
Under the Letter Agreement, subject to Mr. Hobbs' execution and non-revocation
of a release of claims in favor of the Company, Mr. Hobbs will be entitled, less
applicable withholdings, to: (i) receive severance payments and benefits upon
such termination consistent with those Mr. Hobbs would have received in the
event of a termination without "Cause" (as such term is defined in his severance
agreement, dated as of April 18, 2018), which includes (x) continued payment of
Mr. Hobbs' base salary (as of the Separation Date) for a period of twelve (12)
months following the Separation Date, (y) a one-time lump sum cash amount equal
to $500,000, and (z) continued payment of the Company's share of medical, dental
and vision insurance premiums for Mr. Hobbs and his dependents for the twelve
(12) month period following the Separation Date; (ii) remain eligible to receive
his 2019 annual corporate bonus, if any, as determined by the Compensation
Committee of the Board as if he had remained employed; (iii) accelerated vesting
of his unvested restricted stock units subject solely to time-based vesting
(including any such units that had performance conditions that were previously
satisfied and for which only time-based vesting conditions remain) that were
scheduled to vest prior to January 1, 2021; and (iv) continued eligibility to
vest (A) with respect to all of his unvested restricted stock units subject to
EBITDA-based vesting with respect to the fiscal year ending on the Separation
Date, subject to the actual achievement of any applicable performance conditions
for such fiscal year; and (B) with respect to one-third of his unvested
restricted stock units subject to TSR-based vesting for the three-year period
ending December 31, 2021, subject to actual achievement of any applicable
performance conditions for the portion of the performance period through the
Separation Date (as if the performance period ended on the Separation Date).
The Letter Agreement provides that Mr. Hobbs' obligations under his
Confidentiality, Non-Competition and Assignment of Inventions Agreement, dated
April 19, 2018, will continue to remain in full force and effect following the
Separation Date and the severance payments and benefits described above are
subject to continued compliance with such agreement.
The foregoing description of the Letter Agreement is qualified in its entirety
by reference to the Letter Agreement, which is filed as Exhibit 10.1 hereto and
is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number Description of Exhibit
10.1 Letter Agreement, dated as of December 27, 2019, among Ribbon
Communications Inc., Ribbon Communications Operating Company, Inc. and
Franklin W. Hobbs.
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RIBBON COMMUNICATIONS INC. 
