8-K

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

Date of Report (Date of earliest event reported): December 23, 2008 (December 18, 2008)

BROCADE COMMUNICATIONS SYSTEMS, INC.

(Exact name of Registrant as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization) 000-25601
(Commission File Number) 77-0409517
(I.R.S. Employer
Identification Number)

1745 Technology Drive
San Jose, CA 95110

(Address, including zip code, of principal executive offices)

(408) 333-8000

(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))

TABLE OF CONTENTS

	Item 2.01 Completion of Acquisition of Assets.
	Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
	Item 9.01 Financial Statements and Exhibits.
SIGNATURE
Exhibit Index
EXHIBIT 10.1

Item 2.01 Completion of Acquisition of Assets.

          Effective on December 18, 2008, Brocade Communications Systems, Inc., a Delaware corporation (“Brocade”), completed its acquisition of Foundry Networks, Inc., a Delaware corporation (“Foundry”), pursuant to the Agreement and Plan of Merger, dated as of July 21, 2008 as amended by Amendment No. 1 thereto, dated as of November 7, 2008 (the “Merger Agreement”), among Brocade, Falcon Acquisition Sub, Inc., a wholly owned subsidiary of Brocade (“Merger Sub”), and Foundry. Pursuant to the terms of the Merger Agreement, Merger Sub merged with and into Foundry (the “Merger”) and Foundry continued as the surviving corporation and a wholly owned subsidiary of Brocade. Subject to the terms and conditions of the Merger Agreement, upon the effectiveness of the Merger each issued and outstanding share of Foundry common stock (other than shares held by Brocade) was canceled and converted into the right to receive $16.50 in cash, without interest.

          In connection with the Merger, approximately 137,468,105 shares of Foundry common stock were converted into the right to receive approximately $2.27 billion (excludes approximately 14,000,000 shares of Foundry common stock held by Brocade that were cancelled upon effectiveness of the Merger without consideration). In addition, upon the effectiveness of the Merger, Brocade: (i) terminated certain outstanding unvested stock options; (ii) in certain circumstances, terminated Foundry’s outstanding vested options and granted, in lieu thereof, a right to be issued fully-vested Brocade common stock upon settlement thereof based on the excess of the per-share merger consideration set forth in the Merger Agreement over the applicable exercise price of such options; and (iii) (a) assumed certain outstanding equity awards or (b) replaced certain of Foundry’s outstanding equity awards with reasonably equivalent Brocade equity awards based on a conversion ratio derived from the per-share merger consideration as set forth in the Merger Agreement, in certain cases offsetting the number of shares (on post-conversion basis) against Brocade’s existing share reserve under its stockholder approved equity incentive plans.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Changes to Executive Officer Compensation and the Company’s Senior Leadership Compensation Plan

          On December 19, 2008, following an extensive market comparison of compensation levels at peer companies led by an outside compensation consultant, the Company’s Compensation Committee (the “Committee”) approved certain market adjustments in compensation to the Company’s executive officers. Specifically, the Committee approved the following increases in annual base salary: Michael Klayko, Chief Executive Officer, from $725,000 to $750,000; Richard Deranleau, Chief Financial Officer and Vice President, Finance, from $340,000 to $400,000; Tejinder (TJ) Grewal, Vice President, Corporate Development, from $315,000 to $330,000; and Ian Whiting, Vice President and General Manager, Data Center Infrastructure, from $375,840 to $400,000. The salary increases are effective as of November 1, 2008 (the beginning of the Company’s fiscal year).

          The Committee also approved the following adjustments in annual target incentives as a percentage of annual base salary for fiscal year 2009 for the Company’s executive officers: Michael Klayko from 100% to 150%; Richard Deranleau from 60% to 75%; Tejinder (TJ) Grewal from 60% to 75%; and Ian Whiting from 60% to 100%. The annual incentive target is subject to achievement of certain Company non-GAAP operating income targets approved by the Company’s Board of Directors. Up to ten percent (10%) of the annual incentive target for Messrs. Deranleau, Grewal and Whiting is also subject to achievement of certain Company and departmental financial, strategic and/or operational metrics determined on an individualized basis.

          The Company’s Senior Leadership Compensation Plan was amended to reflect the changes to the annual incentive targets described above. A copy of the Amended and Restated Senior Leadership Compensation Plan is attached hereto as Exhibit 10.1.

Item 9.01 Financial Statements and Exhibits.

(a) Financial Statements of Businesses Acquired

          The financial statements required by Item 9.01(a) of Form 8-K will be filed by amendment to this Current Report on Form 8-K not later than seventy-one (71) calendar days after the date that this Current Report on Form 8-K must be filed.

(b) Pro Forma Financial Information

          The pro forma financial statements required by Item 9.01(b) of Form 8-K will be filed by amendment to this Current Report on Form 8-K not later than seventy-one (71) calendar days after the date that this Current Report on Form 8-K must be filed.

(d) Exhibits

Exhibit
No.	Description
10.1	Amended and Restated Senior Leadership Plan, dated December 19, 2008.

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.

	BROCADE COMMUNICATIONS SYSTEMS, INC.
Date: December 22, 2008	By:	/s/ Richard Deranleau
		Richard Deranleau
		Vice President of Finance and Chief Financial Officer

Exhibit Index

Exhibit
No.	Description
10.1	Amended and Restated Senior Leadership Plan, dated December 19, 2008.

EX-10.1

Exhibit 10.1 

BROCADE SENIOR LEADERSHIP PLAN

Revised: December 19, 2008 (effective as of fiscal year 2009)

PURPOSE

     The Brocade Senior Leadership Plan is designed to link incentive compensation with Company performance.

PERFORMANCE PERIOD AND PAYOUT PERIOD

     Performance against Company and individual objectives is measured annually (according to the Company’s fiscal year) (Plan Period), but will be reviewed semi-annually. Payout of earned cash bonuses, if any, occurs on an annual basis.

ELIGIBILITY

     Regular full-time and part-time Vice President (VP) level employees are eligible to participate in the Senior Leadership Plan Program. To the extent a VP is eligible to and participates in the Company’s Sales Incentive Plan, then that VP shall not be eligible to participate in this Senior Leadership Plan.

     Participants must be regular (full-time or part-time) employees at the end of the fiscal year to be eligible to receive a Senior Leadership Plan Payout.

PARTICIPANT PERFORMANCE

     As each Plan Period begins, participants must complete a CEO or VP Performance Contract. Performance contracts should be tied to company and departmental goals as outlined by the board of directors (i.e., company priorities and initiatives). All goals must be tied to overall company objectives and have defined measurements.

     Before Performance Contracts for Executive VPs are final, they are to be reviewed and approved by Finance, Human Resources, and the Chief Executive Officer (CEO). Performance Contracts for Functional VPs are reviewed and approved by the applicable Executive VP. The CEO’s Performance Contract shall be reviewed by the Chair of the Board of Directors and the Chair of the Compensation Committee.

     At the end of each Plan Period, actual performance against the plan’s financial metric goals is determined by Finance and provided to the plan participants. Performance against goals is then assessed by the Participant and then reviewed and assessed by the VP’s manager, in order to determine each participant’s bonus payout for the period. The Compensation Committee reviews and approves all Section 16 Officers’ performance and bonus payouts annually. The CEO reviews and approves all other VP cash bonus payouts. The Compensation Committee shall review and approve the CEO’s bonus payouts.

1.

COMPANY PERFORMANCE & SENIOR LEADERSHIP PLAN FUNDING

     Each Plan Period, Brocade’s Board of Directors will set a Non-GAAP Operating Income target for the Company to achieve during the Plan Period (Target OI).

     At the end of each Plan Period, Brocade will determine amounts to be paid under the Senior Leadership Plan based on the actual performance achieved by Brocade during the Plan Period (Actual OI) relative to the Target OI (Actual Funding).

     The Actual OI will be communicated following the end of each Plan Period.

PARTICIPANT INCENTIVE TARGET

     With respect to Section 16 Officers (including the Chief Executive Officer), a Participant’s Annual Incentive Target may range from 40% to 150% and is determined by the Company’s Compensation Committee. With respect to other participants in the Company’s Senior Leadership Plan, a Participant’s Annual Incentive Target is determined by the Participant’s classification or pay grade at the end of the 12-month Plan Period, unless otherwise indicated in writing by Brocade.

SENIOR LEADERSHIP PLAN PAYOUTS

     On an annual basis, the Compensation Committee reviews and approves the formula for cash bonus payouts for all Section 16 Officers (including the CEO) and the Individual Performance for Section 16 Officers other than the CEO. The CEO reviews and approves the formula for cash bonus payouts and the Individual Performance for all other VP cash bonuses. Individual Performance can range from 90% to 100%. The CEO is measured exclusively on Corporate performance.

     Program payouts are made within eight (8) weeks following the conclusion of the 12-month Plan Period. Payouts will be pro-rated for Participants who are hired or transferred into the Senior Leadership Plan during any Plan Period.

     Except as otherwise agreed upon by: (i) the Compensation Committee for the CEO and other Section 16 officers, and the CEO for all other VPs, and (ii) the Participant, for each Participant, the cash bonus payout is calculated based on the following formula (less applicable taxes and deductions):

     Bonus Payout = (Actual Funding) x (Individual Performance*) x (Annual Incentive Target) x (Annual Salary)

* Individual Performance scoring is not applicable to the CEO.

     Bonuses will be calculated using the annual base salary and Annual Incentive Target as of the last day of the Plan Period, except as set forth above or otherwise indicated in writing by Brocade.

2.

ADMINISTRATIVE PROCEDURES

Compensation Committee Approval

     The Compensation Committee reserves the right to decrease or eliminate bonus otherwise indicated.

New Hires and Promotions

     Participants new to the company or who are promoted into the Senior Leadership Plan must complete a VP Performance Contract within 60 days of beginning in the new position.

Position/Salary Factor

     Payout will be based on the Participant’s annual base salary and job position on the last day of the Plan Period. Bonuses may be pro-rated if Participant received a cash bonus under another bonus program.

     Terminations: Anyone who is not on the payroll as of the end of the fiscal year is not eligible to receive a cash bonus payout.

     Leaves of Absences, Disability or Death: In the event of the Participant’s death, disability time off, or leave of absence, Payouts will be made on a pro-rated basis, based on the number of days the Participant was actively working at Brocade. If the Participant is on a legally protected leave of absence (e.g. Family Medical Leave or Military Leave), the Participant’s eligibility for participation in Plan may be extended beyond the time above, in accordance with the laws governing the legally protected leave. In the event of death, any cash bonus payments will be paid to the Participant’s primary beneficiary as designated in the Participant’s Brocade life insurance plan documentation, if any, or will otherwise be paid to his or her estate.

     Performance Improvement Plan/Disciplinary Situations (Development Needed): If a Participant, at anytime prior to the cash bonus payout 12-month Plan Period, is subject to a performance improvement plan, discipline or demotion, Brocade may, in its sole discretion, reduce or eliminate the cash bonus payment that the Participant would otherwise have been eligible to receive. If, at the time prior to the Payout for a 12-month Plan Period, it is determined that a Participant may be subject to corrective action, discipline or demotion, then Brocade may withhold the entire cash bonus payout, or a portion thereof, until after a final decision on such corrective action has been made. If a Participant is given a performance rating of Development Needed, the Participant will not be eligible to receive a Payout. Only the VP of Human Resources or CEO may approve exceptions to this policy, except that the Compensation Committee must approve exceptions for Section 16 officers.

     Other Provisions: Participation in the Senior Leadership Plan does not constitute an agreement (express or implied) between the Participant and Brocade that the Participant will be employed by Brocade for any specific period of time, nor is there any agreement for continuing or long-term employment. Terms and conditions regarding the Senior Leadership Plan and any participation therein, including but not limited to Senior Leadership Plan eligibility, Senior Leadership Plan funding, and performance and payout criteria and determinations, are subject to change by Brocade at any time in its sole discretion. Brocade and its Board of Directors retain the absolute right to interpret, revise, modify or terminate the Senior Leadership Plan at any time in its sole discretion.

3.