UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 8-K
CURRENT
REPORT
Date of Report (Date of Earliest Event Reported): July 8, 2008
of
ARRIS GROUP, INC.
A Delaware Corporation
IRS Employer Identification No. 58-2588724
Commission File Number 000-31254
3871 Lakefield Drive
Suwanee, Georgia 30024
(678) 473-2000
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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
July 8, 2008, the Compensation Committee of ARRIS Group, Inc. (the “Company”), adopted the
ARRIS Group, Inc. Supplemental Executive Retirement Plan (the “Plan” or the “SERP”) to provide
select senior executives of the Company, including each of the Company’s named executive officers,
an opportunity to make additional elective compensation deferrals beyond the dollar limitations
applicable to contributions under the Company’s qualified 401(k) Retirement Savings Plan (the
“401(k) Plan”). Pursuant to the Plan, the executives are eligible to make an election, prior to
July 1, 2008, to:
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defer 1%-50% of their base salary for the period from July 1, 2008 through
December 31, 2008; |
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defer 1%-100% of their performance bonus for the period from July 1, 2008
through December 31, 2008 (which bonuses, if applicable, will be paid in 2009); and |
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defer 1%-100% of their other incentive/bonus pay for the period from July 1,
2008 through December 31, 2008. |
The deferred compensation is subject to matching contributions by the Company so long as the
executive has made the maximum allowable deferral under the 401(k) Plan. The Plan match is 100%
for the first 3% of the executive’s total deferral contribution (under the 401(k) Plan and the
SERP) and 50% on the next 2% of the executive’s total deferral, minus the matching amount
contributed to the executive’s 401(k) Plan account. The Plan accounts are unfunded obligations of
the Company.
Deferred compensation is contributed, at the executive’s choice, to a retirement deferral
account and/or an in-service deferral account. Under the retirement deferral account, deferred
amounts are paid, at the executive’s election after the executive’s separation from the Company or,
if later, age 65. The amounts in the retirement deferral account may be paid, at the executive’s
election, in either a lump-sum payment or in annual installment up to a maximum of 10 years. Under
the in-service deferral account the deferred amounts are distributed at a future date selected by
the executive in advance and may be made, at the executive’s election, in a lump-sum payment or
annual installment payments up to a maximum of five years. Distributions may be made earlier in
the event of a financial hardship as a result of an unforeseeable emergency or upon the executive’s
death.