INFN Infinera Corporation

(c)

On August 20, 2019, the Board of Directors of Infinera Corporation (the “Company”) appointed Michael Fernicola as the Chief Accounting Officer of the Company effective as of August 26, 2019. Other than as disclosed herein, there are no arrangements or understandings between Mr. Fernicola and any other persons pursuant to which Mr. Fernicola was appointed Chief Accounting Officer of the Company. There are also no family relationships between Mr. Fernicola and any director or executive officer of the Company. Mr. Fernicola has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Mr. Fernicola, age 47, has more than 21 years of public accounting and corporate finance experience. Since December 2018, Mr. Fernicola had served as the Vice President of Finance of Lumentum Holdings Inc., a leading provider of optical and photonic products. Prior to serving in that role, Mr. Fernicola served as Chief Accounting Officer of Oclaro, Inc., a provider of optical components and modules, which was acquired by Lumentum in December 2018, from November 2013 to December 2018. Previously, Mr. Fernicola was Corporate Controller of Aptina Inc., an image sensor company, from February 2010 to November 2013. Mr. Fernicola holds a Bachelor of Commerce degree from the University of Toronto – University of Trinity College.

In connection with Mr. Fernicola’s hiring, the Company and Mr. Fernicola entered into a letter agreement (the “Offer Letter”). The Offer Letter does not have a specific term and provides that Mr. Fernicola is an at-will employee.

Pursuant to the Offer Letter, Mr. Fernicola will receive an annual base salary of $300,000 and will be eligible for an annual cash incentive bonus payment of 40% of his base salary. Mr. Fernicola will also receive a sign-on bonus of $100,000. In addition, Mr. Fernicola will be eligible to receive two restricted stock unit (“RSU”) awards, (i) one award for 100,000 RSUs and (ii) a second award for 100,000 RSUs, pursuant to the Company’s 2016 Equity Incentive Plan. The first RSU award shall vest as to 50% of the underlying shares annually on each one year anniversary of the vesting commencement date, subject to Mr. Fernicola’s remaining a service provider of the Company through each applicable vesting date. The second RSU award shall vest as to one-third of the underlying shares annually on each one year anniversary of the vesting commencement date, subject to Mr. Fernicola’s remaining a service provider of the Company through each applicable vesting date

Mr. Fernicola will also enter into a change of control agreement and an indemnification agreement with the Company, each in the form previously filed with the Securities and Exchange Commission.