VISN 8-K
Vistance Networks, Inc. (VISN)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM
CURRENT REPORT
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 2, 2025, CommScope, LLC, a subsidiary of CommScope Holding Company, Inc., a Delaware corporation (the “Company”) entered into a Success Bonus Agreement (the “Bonus Agreement”) with Koen ter Linde, its Senior Vice President and President, Connectivity and Cable Solutions (“CCS”).
As previously reported on a Form 8-K filed with the Commission on August 7, 2025, the Company and Amphenol Corporation, a Delaware corporation (“Amphenol”), have entered into a Purchase Agreement, pursuant to which Amphenol has agreed to purchase, and the Company has agreed to sell, the Company’s CCS reporting segment (the “Transaction”).
Pursuant to the terms of the Bonus Agreement, if Mr. ter Linde remains employed by the Company through the closing of the Transaction, the Company will pay Mr. ter Linde a cash award equal to $1,980,000 (the “Success Bonus”), less withholding for taxes and other similar items. The Success Bonus will be paid to Mr. ter Linde within thirty days following the closing. If Mr. ter Linde terminates his employment prior to the closing for any reason, or the Company terminates his employment for cause prior to the closing, Mr. ter Linde will not be entitled to receive the Success Bonus. In addition, if Mr. ter Linde becomes entitled to receive the Success Bonus, he will not be entitled to any compensation or benefits under his Severance Protection Agreement with the Company, dated as of May 18, 2023, in connection with his termination with the Company or its affiliates upon the closing of the Transaction.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number: Description
10.1 Success Bonus Agreement, dated September 2, 2025, by and between CommScope, LLC and Koen ter Linde.
104 Cover page interactive data file (embedded within the inline XBRL document)
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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CommScope Holding Company, Inc. |
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Date: September 3, 2025 |
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By: |
/s/ Krista R. Bowen |
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Name: |
Krista R. Bowen |
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Title: |
Senior Vice President, Chief Legal Officer and Secretary |
Exhibit 10.1
SUCCESS BONUS AGREEMENT
This SUCCESS BONUS AGREEMENT (the “Agreement”) is made and entered into this September 2, 2025, by and between CommScope, LLC (the “Company”), and Koen ter Linde (“Employee”). For purposes of this Agreement, the Company and Employee are referred to collectively as the “Parties.”
RECITALS
Pursuant to the Purchase Agreement by and between CommScope Holding Company, Inc. (“CHC”) and Amphenol Corporation (“Amphenol”), dated as of August 3, 2025 (the “Purchase Agreement”), Amphenol has agreed to buy, and CHC has agreed to sell, the Company’s Connectivity and Cable Solutions business (the “Transaction”).
In order to recognize Employee’s valuable leadership and contributions to the success of the Company, and to encourage Employee’s continued commitment, dedication, and services leading up to the Transaction, the Company wishes to provide an incentive to encourage Employee to remain actively employed by the Company through the consummation of the Transaction (the “Closing”).
Accordingly, in consideration of the mutual promises contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:
1. Effectiveness. This Agreement shall be effective as of the date first written above (the “Effective Date”).
2. Bonus Award.
(a) Subject to the terms and conditions of this Agreement, upon the Closing of the Transaction, the Company will pay Employee a cash award equal to $1,980,000, less withholding for taxes and other similar items (the “Success Bonus”), provided that Employee remains employed by the Company through the Closing. The Success Bonus shall be payable to Employee within thirty (30) days following the Closing.
(b) The Parties agree that the Success Bonus is over and above any payments to which Employee may otherwise be eligible to receive.
3. Termination of Employment.
(a) In the event that, prior to the Closing, (i) Employee terminates his/her employment with the Company, whether by resignation, retirement or otherwise, or (ii) the Company terminates Employee’s employment for Cause (as defined in the Company’s Long-Term Incentive Plan), then Employee shall not be entitled to payment of the Success Bonus.
(b) The Parties agree that this Agreement does not create any rights in Employee beyond the potential right to payment of the Success Bonus that may be earned hereunder, and the potential vesting of equity awards as provided hereunder. The potential Success
Employee Initials: _KtL_
Bonus should be viewed as an indication of the Company’s confidence in and appreciation of Employee’s abilities and contributions, and as an additional form of compensation to meet a special purpose. Any Success Bonus earned will be in addition to any other compensation or benefits that Employee may otherwise be eligible to receive from the Company and is not a permanent or recurring element of Employee’s compensation at the Company. Unless otherwise required by applicable law, the Success Bonus will not impact any other element of compensation for which Employee may otherwise be eligible.
(c) Notwithstanding anything to the contrary in this Agreement or in the Severance Protection Agreement, dated as of May 18, 2023, between the Company and Employee (the “SPA”), Employee acknowledges and agrees that if Employee becomes entitled to receive a Success Bonus under this Agreement, then he/she shall not be entitled to any compensation or benefits pursuant to the SPA in connection with the termination of his/her employment with the Company or its affiliates upon the Closing of the Transaction.
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Employee Initials: _KtL_
[signatures appear on following page]
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Employee Initials: _KtL_
IN WITNESS WHEREOF, the Parties hereto have duly executed and delivered this Agreement.
Employee
/s/ Koen ter Linde |
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Date: |
9/2/2025 |
CommScope, LLC
By: |
/s/ Michael D. Coppin |
Name: |
Michael D. Coppin |
Title: |
Vice President |
Date: |
9/2/2025 |
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Employee Initials: _KtL_