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) November 3, 2008

STEC, INC.

(Exact name of registrant as specified in charter)

California	000-31623	33-0399154
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

3001 Daimler Street, Santa Ana, California	92705-5812
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code (949) 476-1180

N/A

(Former Name or Former Address, if Changed Since Last Report.)

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:

¨ 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))

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

On November 3, 2008, STEC, Inc. (the “Company”) announced that the Company has appointed Raymond D. Cook as the Company’s Chief Financial Officer to be effective on November 11, 2008. The Company previously announced on August 21, 2008 that Dan Moses, the Company’s current Chief Financial Officer and Executive Vice President, intends to retire from such positions upon the conclusion of a search for his successor. Mr. Moses will remain an employee for a limited period of time to assist with Mr. Cook’s transition as Chief Financial Officer. Mr. Moses will continue to serve on the Company’s Board of Directors.

Mr. Cook, age 48, will join the Company from Mindspeed Technologies, Inc. (“Mindspeed”), a publicly-traded semiconductor networking solutions provider, where he has been the Vice President of Finance and Corporate Controller since May 2005. Mr. Cook also served as interim Chief Financial Officer for Mindspeed from April 2008 to July 2008. From July 2003 to May 2005, Mr. Cook served as Mindspeed’s Executive Director – Controller. From April 1999 to July 2003, Mr. Cook was the Executive Director, Accounting/External Reporting for Conexant Systems, Inc., a provider of solutions for imaging, video, audio, and Internet connectivity applications. Mr. Cook received a B.S. in Accounting and an M.B.A. in Finance from Loyola Marymount University. Mr. Cook is a certified public accountant.

In connection with Mr. Cook’s appointment as Chief Financial Officer, the Company entered into an employment offer letter, dated October 15, 2008 (the “Offer Letter”). The Offer Letter provides for “at will” employment with an annual base salary of $235,000. In addition, Mr. Cook will participate in the Company’s Executive Cash Incentive Plan (the “Bonus Plan”) in 2009 with a target bonus opportunity equal to 30% of base salary, with performance goals and other criteria to be established by the Company’s Compensation Committee (the “Committee”) at the same time the Committee establishes the performance goals under the Bonus Plan for the Company’s other executive officers in 2009. Mr. Cook will also receive a stock option grant to purchase 50,000 shares of the Company’s common stock under the Company’s 2000 Stock Incentive Plan. The option will be granted by the Committee and the exercise price per share shall be the closing price of the Company’s common stock on the grant date as reported on the Nasdaq Global Market. The option will vest and become exercisable over a four-year period, with 25% vesting on each anniversary of Mr. Cook’s date of first employment. Mr. Cook will also participate in the compensation and benefit programs generally available to the Company’s employees. The Board and the Compensation Committee may from time to time review and modify Mr. Cook’s compensation arrangements. A copy of the Offer Letter is attached as Exhibit 10.1 to this Current Report on Form 8-K.

The Company will also enter into a Severance and Change in Control Agreement (the “Severance Agreement”) with Mr. Cook. Under the terms of the Severance Agreement, if the Company terminates Mr. Cook’s employment without Cause (as such term is defined in the Severance Agreement) or if Mr. Cook terminates his employment for Good Reason (as such term is defined in the Severance Agreement) Mr. Cook will receive a lump sum severance payment in cash equal to twelve (12) months of his then-current base salary as well as certain

Company-paid COBRA benefits in consideration for a release and waiver of claims against the Company. If there is a Change in Control (as such term is defined in the Severance Agreement) of the Company during the term of the Severance Agreement, and within an eighteen (18) month period following such Change in Control the Company terminates Mr. Cook’s employment without Cause or if Mr. Cook terminates his employment for Good Reason, Mr. Cook will be entitled to the same benefits as described above. If Mr. Cook’s employment is terminated by the Company for Cause or if Mr. Cook terminates his employment without Good Reason or as a result of his death or disability, Mr. Cook is entitled to receive all salary and vacation pay accrued but unpaid through his termination date in one lump sum payment. The Severance Agreement has an initial term of two years, and is subject to automatic extension for an additional one year terms unless the Company gives notice of intent not to renew the agreement at least sixty (60) days prior to the expiration of the then current term.

A copy of the Company’s press release, dated November 3, 2008, announcing Mr. Cook’s appointment to the position of Chief Financial Officer is attached as Exhibit 99.1 to this Current Report on Form 8-K.

ITEM 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description of Exhibit
10.1	Employment Offer Letter, dated October 15, 2008, between STEC, Inc. and Raymond Cook
99.1	Press Release, dated November 3, 2008, issued by STEC, Inc. announcing the appointment of Raymond Cook as Chief Financial 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 thereunto duly authorized.

	STEC, Inc.
Date: November 3, 2008	By:	/s/ Manouch Moshayedi
		Manouch Moshayedi
		Chief Executive Officer

Exhibit Index

Exhibit Number	Description of Exhibit
10.1	Employment Offer Letter, dated October 15, 2008, between STEC, Inc. and Raymond Cook
99.1	Press Release, dated November 3, 2008, issued by STEC, Inc. announcing the appointment of Raymond Cook as Chief Financial Officer.

EX-10.1

Exhibit 10.1

October 15, 2008

Mr. Raymond Cook

Dear Mr. Cook,

It gives me great pleasure to extend you an offer to join STEC, Inc. as its Chief Financial Officer, located at STEC’s corporate headquarters in Santa Ana, CA. You will report directly to Manouch Moshayedi, STEC’s Chairman and Chief Executive Officer. Your first day of work will be mutually determined upon acceptance of this offer letter. Your position is classified as salaried exempt and your base salary will be $235,000.00 annually, less all applicable federal, state and local taxes and withholdings. For days worked from the 1^st through the 15^th of the month, you will be paid on the 20^th day of the same month. For days worked from the 16^th through the last day of the month, you will be paid on the 5^th day of the following month.

As a STEC employee, you will be eligible to participate in all current employee benefit and incentive programs as described below. Like other executive officers, your compensation arrangements shall be subject to annual review and adjustment at the sole discretion of the Compensation Committee of our Board Directors.

Bonus Plan

You will be eligible to earn an annual cash incentive (bonus) under the STEC, Inc. Executive Cash Incentive Plan (“ECIP”) at a target bonus opportunity equal to 30% of your base salary. Earned incentive compensation will be paid on a yearly basis after the end of the fiscal year, based on your achievement of pre-approved performance targets. These targets may include measures of corporate, business and individual performance as established by the Compensation Committee. Any employee who joins STEC after October 1 of any year is not eligible for the ECIP for the remainder of that year. Therefore, your participation in the ECIP will commence in 2009. The attainment of any cash incentive compensation must be approved by the Compensation Committee and is otherwise subject to the terms and conditions of the ECIP.

Stock Option Grant

Subject to approval by the Compensation Committee, you will be granted stock options under the STEC, Inc. 2000 Stock Incentive Plan to purchase 50,000 shares of STEC, Inc. common stock at an exercise price per share equal to the closing price per share of STEC common stock as reported on the

Nasdaq Global Market on the date of your grant. The option will become exercisable in a series of equal annual installments over a four-year period of service measured from the first date of your employment with STEC. Your grant will be made as soon as you reasonably practicable in accordance with STEC’s option grant policies following your commencement of employment. The terms of your grant will be more fully described in the option documentation which will be provided to you shortly after your grant is effective.

Severance and Change in Control Agreement

STEC agrees to provide you with its standard Severance and Change in Control Agreement for executive officers (the “Severance Agreement”) under which you will be entitled to certain post-termination compensation benefits. In general, under the terms of the Severance Agreement, if STEC terminates your employment without “Cause” (as such term is defined in the Severance Agreement) or if you terminate your employment for “Good Reason” (as such term is defined in the Severance Agreement) you will receive a lump sum severance payment in cash equal to twelve (12) months of base salary, as well as other post-termination benefits outlined in the Severance Agreement. If there is a “Change in Control” (as such term is defined in the Severance Agreement) of STEC during the term of the Severance Agreement, and within an eighteen (18) month period following such Change in Control STEC terminates your employment without Cause or if you terminate your employment for Good Reason, you will be entitled to the same benefits as described in the preceding sentence. Further details will be described in the Severance Agreement.

Medical and Dental

Medical and dental benefits will be extended to you and your eligible dependents the first day of the month following employment. Specified details will be explained to you on your first day of employment.

401(k) Plan

After you turn 21 years of age, you will be eligible to participate in the STEC 401(k) Plan the first day of the month following employment. You may invest up to 75% of your pay in the plan on a pre-tax basis, up to the annual government maximum. After completing six months of service, STEC will match 50% of the first 10% of your contribution to the plan each semi-monthly pay period. Vesting for the company contribution occurs over a six-year period. The 401(k) Plan is subject to all applicable federal tax regulations. Further information regarding the plan may be found in the Summary Plan Description.

Paid Time-Off

You will accrue vacation time at a rate of 5.0 hours every semi-monthly pay period, which is equivalent to 15 days per 12-month period. After five years of employment, you will accrue vacation at the rate of 6.67 hours every semi-monthly pay period, which is equivalent to 20 days per 12-month period. After ten years of employment, you will accrue vacation at the rate of 8.34 hours every semi-monthly pay period, which is equivalent to 25 days. In addition, you will accrue five sick days annually and one personal day every six months.

Additional Benefits

STEC provides short-term and long-term disability insurance, travel accident insurance, and a $20,000.00 life/accidental death and dismemberment insurance policy for all employees.

*    *    *    *    *    *

In consideration of this offer of employment, you agree to complete and return the necessary documentation in order to complete your personnel file with STEC. You also acknowledge that your employment with STEC is “at will.” You recognize that both STEC and you have the right to terminate your employment at any time, with or without advance notice, and with or without cause. This offer letter, the “Employment Agreement” and “Invention Assignment Agreement” constitute the entire agreement between STEC and you concerning your terms and conditions of employment and your employee relationship with STEC.

At all times, you will be expected to observe the highest standards of ethical, personal, and professional conduct and to comply with STEC’s Code of Business Conduct Ethics and other corporate policies that are in effect. By accepting this offer, you are representing and promising to STEC that your employment with STEC will not breach any obligation you have to any prior employer or to another third party, whether pursuant to a non-competition or other agreement or applicable law.

This offer is contingent upon you showing proof you are legally eligible to work in the United States; verification of the information provided by you on your employment application; we receive satisfactory responses from your references; we receive a satisfactory response to a complete background investigation which includes, but is not limited to, criminal history search, social security trace, motor vehicle report and others as the position applied for requires; and you satisfactorily complete and pass a drug screening test which STEC conducts on all prospective new employees.

This is the only offer which is being made to you. No statements, promises, or representations made to you which are not included in this offer have any effect. If you believe that other representations have been made, do not sign this offer. Please send the representations that you believe have been made to you in writing to the Debbie Friedman, VP of Worldwide Human Resources & Compensation, and we will consider whether or not they will be included in our offer to you.

This offer will remain open until October 20, 2008. To confirm your acceptance of this offer, please sign and return a copy of this letter to Human Resources by facsimile or mail. We look forward to your acceptance of our offer and having you join the STEC team.

Sincerely,

/s/ Debbie Friedman

Debbie Friedman

VP of Worldwide Human Resources & Compensation

Acceptance

I accept the terms of this offer and will report to work on 11/10/08 (date).

/s/ Raymond Cook	10/15/08
Signature	Date

EX-99.1

Exhibit 99.1

STEC Appoints Raymond D. Cook to be Chief Financial Officer

— Succeeds Dan Moses Who Is Retiring After 16 Years of Service —

Santa Ana, CA – November 3, 2008 – STEC, Inc. (Nasdaq:STEC) announced today that Raymond D. Cook has been appointed the Company’s Chief Financial Officer effective November 11, 2008. Mr. Cook will succeed Dan Moses, who is retiring as Chief Financial Officer on November 10, 2008, but will remain an employee for a limited period of time to assist with Mr. Cook’s transition. Mr. Moses will continue to serve on the Company’s Board of Directors.

Raymond Cook, 48, has extensive and progressive experience with publicly-held technology companies. During his 21 years as a corporate financial professional, he has developed a progressive track record in a variety of positions. Mr. Cook joins STEC from Mindspeed Technologies, Inc., a publicly-held company, where he spent five years and served as Vice President Finance & Corporate Controller since 2004 and also served as interim Chief Financial Officer in 2008. Prior to Mindspeed, Mr. Cook was the Executive Director, Accounting/External Reporting for Conexant Systems, Inc., a publicly-held company, from 1999 to 2003. From 1989 to 1999, Mr. Cook served in a progression of management positions with publicly-held Rockwell International. He started his career with the public accounting firm of Spicer & Oppenheim where he served from 1987 to 1989. Mr. Cook holds a bachelor’s degree in accounting and an M.B.A. in finance from Loyola Marymount University. Mr. Cook is a Certified Public Accountant.

“We are pleased to have Raymond join us during this exciting period of growth and opportunity as we continue our SSD leadership in the Enterprise-Storage and Enterprise-Server markets,” said Manouch Moshayedi, STEC’s Chairman and CEO. “Raymond comes highly recommended to us and his experience in having managed accounting and finance teams over his long career at global companies and in dynamic environments similar to ours make him an excellent fit within our organization. After Raymond interviewed with our management team and with members of our Board, it was clear after a comprehensive search for Dan’s successor that he could uniquely contribute greatly to our growth and success. Dan will be missed by everyone within our organization and I would like to personally thank him for his dedication and significant contributions over his long tenure at our company. Looking forward, we are pleased to welcome Raymond as an important member of our management team and look forward to him playing a key role in the continued execution of our business plan.”

About STEC, Inc. (Nasdaq:STEC)

STEC, Inc. is a leading global provider of Solid-State technologies and solutions tailored to meet the high-performance, high-reliability needs of original equipment manufacturers (OEMs). With headquarters in Santa Ana, California and locations worldwide, STEC leverages almost two decades of Solid-State knowledge and experience to deliver the industry’s most comprehensive line of Solid-State Drives to the storage industry.

Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995

This release contains forward-looking statements that involve risks and uncertainties, including, but not limited to, statements concerning: the appointment of Raymond D. Cook as Chief Financial Officer, Dan Moses’ remaining with the Company during a transition period, Mr. Moses’ continuing his role on the Board of Directors, exciting period of growth and opportunity as the Company continues its SSD leadership in the Enterprise-Storage and Enterprise-Server markets, Mr. Cook’s expected contribution to the Company’s growth and success, and Mr. Cook playing a key role in the continued execution of the Company’s business plan. Such forward-looking statements are based on current expectations and involve inherent risks and uncertainties, including factors that could delay, divert or change any of them, and could cause actual outcomes and results to differ materially from current expectations. Important factors which could cause actual results to differ materially from those expressed or implied in the forward-looking statements are detailed under “Risk Factors” in filings with the Securities and Exchange Commission made from time to time by the Company, including its Annual Report on Form 10-K, its quarterly reports on Form 10-Q, and its current reports on Form 8-K. The information contained in this press release is a statement of STEC’s present intention, belief or expectation. STEC may change its intention, belief or expectation, at any time and without notice, based upon any changes in such factors, in STEC’s assumptions or otherwise. STEC undertakes no obligation to release publicly any revisions to any forward-looking statements to reflect events or circumstances occurring after the date hereof or to reflect the occurrence of unanticipated events.

Contacts for STEC, Inc. (Nasdaq:STEC):

Investor and Financial Media Contact:

Mitch Gellman, Vice President of Investor Relations

(949) 260-8328

ir@stec-inc.com

Media Contact:

Elaine Marshall, Press and Media Relations

(949) 466-6303

emarshall@stec-inc.com