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

March 28, 2013

Date of Report (Date of earliest event reported)

SONUS NETWORKS, INC.

(Exact Name of Registrant as Specified in its Charter)

4 TECHNOLOGY PARK DRIVE, WESTFORD, MASSACHUSETTS 01886

(Address of Principal Executive Offices) (Zip Code)

(978) 614-8100

(Registrant’s telephone number, including area code)

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):

o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o    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.

On March 28, 2013, Sonus Networks, Inc. (the “Company”) amended its Senior Management Cash Incentive Plan (the “SMCIP”) to allow the Board of Directors of the Company or the Compensation Committee to authorize the issuance of equity under the Company’s 2007 Stock Incentive Plan, as amended, or any similar successor plan, in lieu of any Award Payment Amount (as such term is defined in the SMCIP) under the SMCIP.  The SMCIP was also amended to require (i) Award Payment Amounts to be paid as soon as practicable after the close of the relevant Plan Year (as such term is defined in the SMCIP) as opposed to by March 15 of the calendar year following the close of the Plan Year; and (ii) participants under the SMCIP to be employed by the Company through the payment date of the Award Payment Amount, as opposed to through and including December 31 of the Plan Year, in order to qualify for a right to earn an Award Payment Amount.

On March 28, 2013, the Company and each of Raymond P. Dolan, the Company’s President and Chief Executive Officer; Maurice L. Castonguay, the Company’s Senior Vice President and Chief Financial Officer; Todd Abbott, the Company’s Executive Vice President of Strategy and Go-to-Market; and Matthew Dillon, the Company’s Senior Vice President of Global Services and Systems Management (collectively, the “Named Executive Officers”), executed a letter agreement (each, an “Amendment” and collectively, the “Amendments”), amending the terms and conditions of their respective employment agreements, as amended (collectively, the “Agreements”).

Under the terms of the Amendments, the Named Executive Officers elected to receive their fiscal year 2013 bonuses (“2013 Bonus”), if any is earned, in the form of shares of the Company’s common stock (the “2013 Bonus Shares”).  The number of 2013 Bonus Shares granted will equal 1.5 times each Named Executive Officer’s actual 2013 Bonus earned, which bonus shall be determined by the Compensation Committee (the “Compensation Committee”) of the Board of Directors of the Company in its sole discretion subject to the terms of the SMCIP, divided by the closing price of the Company’s shares on the date of grant.  The 2013 Bonus Shares (if any are granted) will be granted on a date concurrent with the timing of normal 2013 bonus payouts and will be fully vested as of such grant date.  Notwithstanding any contrary provision in the Named Executive Officer’s employment agreement, the executive must be employed on the grant date for the 2013 Bonus Shares (if any are granted) to be eligible to receive such shares.

The Amendments also state that the Compensation Committee retains the right, in its sole discretion, to pay each Named Executive Officer’s 2013 Bonus in cash pursuant to the terms of their respective Agreements as opposed to payment in 2013 Bonus Shares.  If the Company is the subject of an acquisition or change of control prior to the grant date, and if the Compensation Committee of the Company or its successor elects to pay the 2013 Bonus, if any, in cash, such cash payment will equal 1.5 times the actual 2013 Bonus earned, if any.

The Amendments only apply to the fiscal year 2013 Bonus.

The foregoing summary is qualified in its entirety by reference to the SMCIP and the Amendments, copies of which are attached as Exhibits 10.1 to 10.5 to this Current Report on Form 8-K and to the Agreements as previously filed and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d)                                 Exhibits

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10.1                        Senior Management Cash Incentive Plan, as amended on March 28, 2013.

10.2                        Amendment to Employment Agreement between Sonus Networks, Inc. and Raymond P. Dolan, accepted March 28, 2013.

10.3                        Amendment to Employment Agreement between Sonus Networks, Inc. and Maurice Castonguay, accepted March 28, 2013.

10.4                        Amendment to Employment Agreement between Sonus Networks, Inc. and Todd Abbott, accepted March 28, 2013.

10.5                        Amendment to Employment Agreement between Sonus Networks, Inc. and Matthew Dillon, accepted March 28, 2013.

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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.

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Exhibit Index

10.1                        Senior Management Cash Incentive Plan, as amended on March 28, 2013.

10.2                        Amendment to Employment Agreement between Sonus Networks, Inc. and Raymond P. Dolan, accepted March 28, 2013.

10.3                        Amendment to Employment Agreement between Sonus Networks, Inc. and Maurice Castonguay, accepted March 28, 2013.

10.4                        Amendment to Employment Agreement between Sonus Networks, Inc. and Todd Abbott, accepted March 28, 2013.

10.5                        Amendment to Employment Agreement between Sonus Networks, Inc. and Matthew Dillon, accepted March 28, 2013.

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Exhibit 10.1

Sonus Networks, Inc.

Senior Management Cash Incentive Plan

Section 1. Purpose

The purpose of the Plan is to provide incentives for certain management employees of the Company to achieve a sustained, high level of financial and other measures of success for the Company.

Section 2. Definitions

Each of the following terms when used in the Plan shall have the meaning set forth below opposite such term:

2.1.        “Administrator”: The Committee and its delegates to the extent of such delegation.

2.2         “Award Opportunity”: An opportunity awarded by the Administrator to a Participant to earn a benefit under the Plan for a specified Plan Year.

2.3        “Award Payment Amount”: The amount, if any, determined by the Administrator to be payable by the Company to a Participant in respect of the Participant’s Award Opportunity for a specified Plan Year.

2.4.       “Base Salary”: For any Participant for any Plan Year or portion thereof, the Participant’s base contract salary from the Company for such period.

2.5.       “Board”: The Board of Directors of the Company.

2.6.       “Code”: The Internal Revenue Code of 1986, as amended and in effect from time to time.

2.7.       “Committee”: The Compensation Committee of the Board.

2.8.       “Company”: Sonus Networks, Inc. and its successors and assigns.

2.9.       “Eligible Employee”: A management employee of the Employer who is determined to be eligible pursuant to Section 3 below.

2.10.    “Employer”: The Company and its subsidiaries.

2.11.    “Participant”: For any Plan Year, an Eligible Employee who is selected by the Administrator to be given an Award Opportunity for the Plan Year.

2.12.    “Performance Goals”: The goals established in writing by the Administrator for a Plan Year for each Participant.

2.13.    “Plan”: The Sonus Networks, Inc. Senior Management Cash Incentive Plan set forth herein, as it may be amended and in effect from time to time.

2.14.    “Plan Year”: The Company’s fiscal year.

2.15.    “Subsidiary”: Any subsidiary of the Company.

Section 3. Eligibility; Participants

The Administrator shall determine which management employees of the Employer are eligible to participate in the Plan for any Plan Year or portion thereof. Except as the Administrator otherwise determines, however, all employees of the Employer with a management title of “Director” or higher, and only such employees, shall be eligible to participate. Participation in the Plan for any Plan Year shall not, in and of itself, entitle an individual to continued participation in the Plan for future Plan Years.

Section 4. Awards

4.1. Grant of Award Opportunities. For each Plan Year, the Administrator shall grant an Award Opportunity to each Participant for such Plan Year. Each Award Opportunity shall be communicated to the Participant in writing, in such form as the Administrator may determine, and shall give the Participant a conditional right to earn an Award Payment Amount if (i) the Performance Goals specified by the Administrator are determined by the Administrator to have been achieved at levels sufficient to justify a payment (as determined by the Administrator), and (ii) the Participant remains employed by the Employer through the date the Award Payment Amount is paid.

4.2. Establishment of Performance Goals. The Performance Goals with respect to any Award Opportunity for any Plan Year shall be determined by the Administrator, may vary among Participants, may include a range of performance objectives, may specify minimum levels of performance below which no Award Payment Amount will be made, and may contain such other terms and conditions as the Administrator may specify. Except as the Administrator otherwise determines in any case, each Award Opportunity shall include a measure based on Company performance and a measure based on individual performance, which shall be given such weights as the Administrator determines. Individual performance may be determined based on, among other things, personal contributions to the business.  Any of the following criteria, or any combination thereof, may be used to measure the performance of the Company or any Subsidiary, as a whole, or any business unit of the Company, or any Subsidiary, as the Committee deems appropriate:

The Performance Goals utilized may differ from Participant to Participant and from Award Opportunity to Award Opportunity.  In determining any Performance Goals, the Administrator shall take into account but shall not be bound by management recommendations.

4.3. Adjustments. The Administrator may, without regard to the limitations of Section 7.2, adjust Performance Goals or the weighting of such Performance Goals to reflect acquisitions, dispositions, stock dividends or combinations or other events affecting the Company’s capital stock, changes in accounting principles or practices, one-time charges or non-recurring items, extraordinary items, the writedown of any asset, charges for restructuring and rationalization programs or any other factor or factors which in the Administrator’s determination require an adjustment to avoid distortion in the operation of, or to carry out the intent of, the Plan.

4.4. Determination of Award Payment Amounts. As soon as practical after the close of the relevant Plan Year, the Administrator shall determine the extent, if any, to which the Performance Goals applicable to each Award Opportunity have been achieved and the resulting Award Amounts, if any, to be paid. The Administrator may provide for a prorated Award Payment Amount to reflect participation for less than a full Plan Year or for such other reasons as the Administrator may specify. Except as the Board otherwise provides, the determination of the Administrator shall be final and binding on all parties.

4.5. Board Authority. The Board may, with or without prior notice, override or modify any determination of the Administrator, including, without limitation, with respect to the achievement of Performance Goals or the amount of any Award Payment Amount, but except as so overridden or modified the determinations of the Administrator shall be binding on all parties.

4.6. Delegation. The Committee delegates the role of Administrator to the Chief Executive Officer for all Eligible Employees other than the Chief Executive Officer and his/her direct reports.

Section 5. Payment of Awards

5.1. Requirement of Continued Employment. Except as otherwise provided under a separate employment agreement, a Participant shall be entitled to receive an Award Payment Amount, if any, with respect to an Award Opportunity only if the Participant remains continuously employed by the Employer through and including the date of payment of the Award Payment Amount.

5.2. Time of Payment. Each Award Payment Amount shall be made as soon as practicable after the close of the relevant Plan Year.

5.3. Form of Payment. All Award Payment Amounts shall be in cash.  Notwithstanding the foregoing, the Board or the Committee may authorize the issuance

of equity under the Company’s 2007 Stock Incentive Plan, as amended, or any successor plan, in lieu of any Award Payment Amount under the Plan.

Section 6. Administration

Subject to the Board’s authority under Section 4.6, the Administrator shall have complete discretion and authority to interpret the Plan and any Award Opportunity established under the Plan, to determine eligibility for participation, to determine Performance Goals and the extent, if any, to which any Performance Goal has been achieved, to establish forms and procedures for use under the Plan, and generally to all things necessary or appropriate to administer the Plan.

Section 7. Miscellaneous

7.1. Tax Withholding. The Administrator shall cause to be deducted from all Award Payment Amounts such taxes and other required withholdings as it determines to be appropriate.

7.2. Amendment or Termination. The Board or, to the extent it so determines, the Committee may, with prospective or retroactive effect, amend, suspend, or terminate the Plan or portion thereof, or amend any Award Opportunity, at any time; provided, that no amendment, suspension, or termination of the Plan and no amendment of any Award Opportunity shall materially and adversely affect the rights of any Participant under any Award Opportunity that has already been granted without the consent of the affected Participant.

7.3. Other Payments or Awards. Nothing contained in the Plan will be deemed in any way to limit, restrict or require the Employer from making any award or payment to any person under any other plan, arrangement or understanding, whether now existing or hereafter in effect.

7.4. Unfunded Plan. Nothing in this Plan shall be construed to require the Company, the Administrator or any other person to establish a trust or otherwise to set aside assets to meet the Employer’s obligations hereunder. The rights, if any, of a Participant hereunder shall be no greater than those of an unsecured general creditor of the Employer.

7.5. No liability. No member of the Board, the Committee, or any director, officer or employee of the Employer will be liable, responsible or accountable in damages or otherwise for any determination made or other action taken or any failure to act by such person in connection with the administration of the Plan, so long as such person is not determined by a final adjudication to be guilty of willful misconduct with respect to such determination, action or failure to act.

7.6. No Right of Employment. Neither the Plan nor the grant of any Award Opportunity under the Plan shall be construed as creating any contract of employment or

conferring upon any employee or Participant any right to continue in the employ or other service of the Employer, or as limiting in any way the right of the Employer to change such person’s compensation or other benefits or to terminate the employment or other service of such person with or without cause.

7.7 Section Headings. The section headings contained herein are for convenience only, and in the event of any conflict, the text of the Plan, rather than the section headings, will control.

7.8. Exemption from Section 409A. Awards under the Plan are intended to be exempt from the rules of Section 409A of the Code as short-term deferrals and will be construed accordingly.

7.9. Severability. If any provision will be held by a court of competent jurisdiction to be invalid and unenforceable, the remaining provisions of the Plan will continue in effect.

7.10. Governing Law. The Plan shall be construed and governed in accordance with the laws of Massachusetts.

7.11. Effective Date. The Plan will be effective as of February 23, 2010, as amended on March 28, 2013.

Exhibit 10.2

Sonus Networks, Inc.

4 Technology Park Drive

Westford, MA  01886

March 25, 2013

Mr. Raymond P. Dolan

By electronic delivery

Dear Ray:

Based on your desire to demonstrate your support for Sonus Networks, Inc. (the “Company”) and its prospects, the Compensation Committee has considered and will agree to your request to forgo the payment of your cash bonus for 2013 and, if any such bonus would have been earned, to instead accept a grant of shares of the Company’s common stock.

The October 8, 2010 employment agreement, as amended (your “Agreement”), outlining the terms and conditions of your employment by the Company is hereby amended as follows:

1.                                      You have elected to receive your fiscal year 2013 bonus (“2013 Bonus”), if any is earned, in the form of shares of the Company’s common stock (“2013 Bonus Shares”), which will be granted and have the terms described below:

a.              The number of 2013 Bonus Shares granted will equal 1.5 times your actual 2013 Bonus earned, which bonus shall be determined by the Compensation Committee in its sole discretion subject to the terms of the 2013 bonus program, divided by the closing price of the Company’s shares on the date of grant.

b.              The 2013 Bonus Shares will be granted and vest in full on the grant date, which shall be concurrent with the timing of normal 2013 bonus payouts.

Notwithstanding any provisions in your employment agreement, as amended, you must remain an employee of the Company on the grant date in order to receive the 2013 Bonus Shares (if earned).  The parties hereby acknowledge that the Compensation Committee retains the right, in its sole discretion, to pay your 2013 Bonus in cash pursuant to the terms of your Agreement as opposed to payment in 2013 Bonus Shares; provided that, if the Company is the subject of an acquisition or change of control prior to the grant date, if the Compensation Committee of the Company (or its successor) elects to pay the 2013 Bonus, if any, in cash, such cash payment will equal 1.5 times your actual 2013 Bonus earned, if any.

Except as modified by the terms of this letter agreement, the terms of you employment, including without limitation, the terms reflected in the Agreement and all Company plans, programs and policies, will remain unaltered and in full force and effect.  Capitalized terms not defined in this letter have the same definitions given to them in the Agreement.

Very truly yours,

Exhibit 10.3

Sonus Networks, Inc.

4 Technology Park Drive

Westford, MA  01886

March 25, 2013

Mr. Maurice Castonguay

By electronic delivery

Dear Moe:

Based on your desire to demonstrate your support for Sonus Networks, Inc. (the “Company”) and its prospects, the Compensation Committee has considered and will agree to your request to forgo the payment of your cash bonus for 2013 and, if any such bonus would have been earned, to instead accept a grant of shares of the Company’s common stock.

The August 24, 2011 employment agreement, as amended (your “Agreement”), outlining the terms and conditions of your employment by the Company is hereby amended as follows:

1.                                      You have elected to receive your fiscal year 2013 bonus (“2013 Bonus”), if any is earned, in the form of shares of the Company’s common stock (“2013 Bonus Shares”), which will be granted and have the terms described below:

a.              The number of 2013 Bonus Shares granted will equal 1.5 times your actual 2013 Bonus earned, which bonus shall be determined by the Compensation Committee in its sole discretion subject to the terms of the 2013 bonus program, divided by the closing price of the Company’s shares on the date of grant.

b.              The 2013 Bonus Shares will be granted and vest in full on the grant date, which shall be concurrent with the timing of normal 2013 bonus payouts.

Notwithstanding any provisions in your employment agreement, as amended, you must remain an employee of the Company on the grant date in order to receive the 2013 Bonus Shares (if earned).  The parties hereby acknowledge that the Compensation Committee retains the right, in its sole discretion, to pay your 2013 Bonus in cash pursuant to the terms of your Agreement as opposed to payment in 2013 Bonus Shares; provided that, if the Company is the subject of an acquisition or change of control prior to the grant date, if the Compensation Committee of the Company (or its successor) elects to pay the 2013 Bonus, if any, in cash, such cash payment will equal 1.5 times your actual 2013 Bonus earned, if any.

Except as modified by the terms of this letter agreement, the terms of you employment, including without limitation, the terms reflected in the Agreement and all Company plans, programs and policies, will remain unaltered and in full force and effect.  Capitalized terms not defined in this letter have the same definitions given to them in the Agreement.

Very truly yours,

Exhibit 10.4

Sonus Networks, Inc.

4 Technology Park Drive

Westford, MA  01886

March 25, 2013

Mr. Todd Abbott

By electronic delivery

Dear Todd:

Based on your desire to demonstrate your support for Sonus Networks, Inc. (the “Company”) and its prospects, the Compensation Committee has considered and will agree to your request to forgo the payment of your cash bonus for 2013 and, if any such bonus would have been earned, to instead accept a grant of shares of the Company’s common stock.

The May 1, 2011 employment agreement, as amended (your “Agreement”), outlining the terms and conditions of your employment by the Company is hereby amended as follows:

1.                                      You have elected to receive your fiscal year 2013 bonus (“2013 Bonus”), if any is earned, in the form of shares of the Company’s common stock (“2013 Bonus Shares”), which will be granted and have the terms described below:

a.              The number of 2013 Bonus Shares granted will equal 1.5 times your actual 2013 Bonus earned, which bonus shall be determined by the Compensation Committee in its sole discretion subject to the terms of the 2013 bonus program, divided by the closing price of the Company’s shares on the date of grant.

b.              The 2013 Bonus Shares will be granted and vest in full on the grant date, which shall be concurrent with the timing of normal 2013 bonus payouts.

Notwithstanding any provisions in your employment agreement, as amended, you must remain an employee of the Company on the grant date in order to receive the 2013 Bonus Shares (if earned).  The parties hereby acknowledge that the Compensation Committee retains the right, in its sole discretion, to pay your 2013 Bonus in cash pursuant to the terms of your Agreement as opposed to payment in 2013 Bonus Shares; provided that, if the Company is the subject of an acquisition or change of control prior to the grant date, if the Compensation Committee of the Company (or its successor) elects to pay the 2013 Bonus, if any, in cash, such cash payment will equal 1.5 times your actual 2013 Bonus earned, if any.

Except as modified by the terms of this letter agreement, the terms of you employment, including without limitation, the terms reflected in the Agreement and all Company plans, programs and policies, will remain unaltered and in full force and effect.  Capitalized terms not defined in this letter have the same definitions given to them in the Agreement.

Very truly yours,

Exhibit 10.5

Sonus Networks, Inc.

4 Technology Park Drive

Westford, MA  01886

March 25, 2013

Mr. Matthew Dillon

By electronic delivery

Dear Matt:

Based on your desire to demonstrate your support for Sonus Networks, Inc. (the “Company”) and its prospects, the Compensation Committee has considered and will agree to your request to forgo the payment of your cash bonus for 2013 and, if any such bonus would have been earned, to instead accept a grant of shares of the Company’s common stock.

The October 2, 2008 executive severance and arbitration agreement, as amended (your “Agreement”), outlining the terms and conditions of your employment by the Company is hereby amended as follows:

1.                                      You have elected to receive your fiscal year 2013 bonus (“2013 Bonus”), if any is earned, in the form of shares of the Company’s common stock (“2013 Bonus Shares”), which will be granted and have the terms described below:

a.              The number of 2013 Bonus Shares granted will equal 1.5 times your actual 2013 Bonus earned, which bonus shall be determined by the Compensation Committee in its sole discretion subject to the terms of the 2013 bonus program, divided by the closing price of the Company’s shares on the date of grant.

b.              The 2013 Bonus Shares will be granted and vest in full on the grant date, which shall be concurrent with the timing of normal 2013 bonus payouts.

Notwithstanding any provisions in your employment agreement, as amended, you must remain an employee of the Company on the grant date in order to receive the 2013 Bonus Shares (if earned).  The parties hereby acknowledge that the Compensation Committee retains the right, in its sole discretion, to pay your 2013 Bonus in cash pursuant to the terms of your Agreement as opposed to payment in 2013 Bonus Shares; provided that, if the Company is the subject of an acquisition or change of control prior to the grant date, if the Compensation Committee of the Company (or its successor) elects to pay the 2013 Bonus, if any, in cash, such cash payment will equal 1.5 times your actual 2013 Bonus earned, if any.

Except as modified by the terms of this letter agreement, the terms of you employment, including without limitation, the terms reflected in the Agreement and all Company plans, programs and policies, will remain unaltered and in full force and effect.  Capitalized terms not defined in this letter have the same definitions given to them in the Agreement.

Very truly yours,