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GIGAMON INC. FILES (8-K) Disclosing Change in Directors or Principal Officers, Financial Statements and Exhibits(Edgar Glimpses Via Acquire Media NewsEdge) Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers (d) Election of New Director On August 24, 2014, the Board of Directors (the "Board") of Gigamon Inc. (the "Company") elected Ted C. Ho to serve as a member of the Board, effective immediately. Mr. Ho will serve in the class of directors whose term expires at the annual meeting of stockholders to be held in 2015. Mr. Ho co-founded the Company in 2004 and most recently has served in various consulting and advisory roles with the Company from time to time since February 2013. Previously, Mr. Ho served as a member of the Board from the Company's inception until his resignation in March 2013, and also served as the Company's chief executive officer from February 2008 until his resignation in December 2012. Prior to founding the Company, he served as vice president of engineering at Network Associates, Inc. (which later became McAfee, Inc.) from January 2001 to May 2003. From May 1998 to January 2001, Mr. Ho served as a director of engineering at McAfee. Mr. Ho holds a B.S. degree in Civil Engineering from the National Cheung-Kung University in Taiwan and an M.S. degree in structural engineering and computer engineering from the University of Southern California. In connection with his election to the Board, Mr. Ho was granted an option to purchase 34,230 shares of the Company's common stock, equal to 0.106% of the Company's then outstanding common stock, with a $10.70 exercise price per share based on the closing price of the Company's common stock on August 22, 2014. The option will vest in equal annual installments over a three-year period following Mr. Ho's appointment to the Board, subject to Mr. Ho's continued service on the Board on each applicable vesting date. The option is subject to the terms and conditions of the Company's 2013 Equity Incentive Plan and the related option agreement. Furthermore, in accordance with the Company's Outside Director Compensation Policy, Mr. Ho is also entitled to additional cash and equity compensation for his service on the Board and its committees. Mr. Ho also executed the Company's standard form of indemnification agreement, a copy of which has been filed as Exhibit 10.1 to the Company's Registration Statement on Form S-1 (File No. 333-182662) filed with the Securities and Exchange Commission on May 29, 2013. Item 9.01 Financial Statements and Exhibits (d) Exhibits. Exhibit No. Description 10.1* Form of Indemnification Agreement between the Company and its directors and officers * Incorporated by reference to Exhibit 10.1 filed with the Company's Registration Statement on Form S-1 (File No. 333-182662), filed with the Securities and Exchange Commission on May 29, 2013. -------------------------------------------------------------------------------- |