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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
MARCH 21, 2006
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED)
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SONUS NETWORKS, INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 000-30229 04-3387074
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
250 APOLLO DRIVE, CHELMSFORD, MASSACHUSETTS 01824
(Address of Principal Executive Offices) (Zip Code)
(978) 614-8100
(Registrant's telephone number, including area code)
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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))
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ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On March 21, 2006, the Compensation Committee of the Board of Directors
of Sonus Networks, Inc. (the "Company") approved certain payments under the
Company's incentive compensation program for fiscal year 2005 for executive
officers and employees, including certain executive officers of the Company
reporting under Section 16(a) of the Securities Exchange Act of 1934. Under the
program, any incentive compensation payment to the Chief Executive Officer is
awarded at the discretion of the Compensation Committee and, except as may
otherwise be provided in individual contracts with Executive Officers, any
incentive compensation payment to other executive officers and employees are
awarded at the discretion of the Chief Executive Officer and Compensation
Committee. Awards are based on the Company's achieving certain operating and
financial measures for fiscal year 2005, including order activity, revenue,
operating profit and cash flow from operations, as well as individual
performance objectives. The Compensation Committee and the Chief Executive
Officer exercised their discretion and approved certain limited awards under the
incentive compensation program reflective of their view of the overall
performance of the business for the year and the individual performance of
participants, although not all of the target measures were achieved. The target
and actual bonus payment for each eligible named executive officer are set forth
below:
Name Title Target Incentive Bonus Payment
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Hassan Ahmed Chief Executive $ 318,750 $ 79,688
Officer
Steve Edwards Chief Marketing 147,000 42,226
Officer
Albert Notini President and 276,250 71,900.70
Chief Operating
Officer
Ellen Richstone Chief Financial 156,000 56,761
Officer
SIGNATURE
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.
Date: March 27, 2006 SONUS NETWORKS, INC.
By: /s/ Ellen Richstone
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Ellen Richstone
Chief Financial Officer