Acme Packet (APKT)

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

On March 27, 2009, the Compensation Committee of Acme Packet, Inc. (the “Company”) recommended, and the Board of Directors approved, the 2009 Executive Bonus Plan (the “2009 Bonus Plan”). The 2009 Bonus Plan provides for the payment of quarterly cash bonuses based on an individual targeted amount for each executive officer, including the Company’s named executive officers as defined by item 402(c) of Regulations S-K, ranging from 10% to 60% of the executive officer’s annual base salary.

The Compensation Committee chose three financial targets as target metrics for payment under the 2009 Bonus Plan: (1) quarterly bookings; (2) quarterly net revenues; and (3) quarterly non-GAAP income from operations.  In order to receive any payments during the respective quarter, the Company must achieve at least 100% of the net revenue goal for that quarter, 100% of the non-GAAP income from operations goal for that quarter, and 90% of the bookings goal for the first quarter of 2009, and the cumulative booking for each quarter thereafter.  If any of the targets are not met for the quarter, then no payment will be made.  If all the minimum threshold targets are achieved for that quarter, then the participant may be eligible to earn an additional bonus amount for each 1% of incremental performance achieved beyond the minimum target threshold for non-GAAP income from operations, whereby each percentage at or equal to 100% and less than or equal to 105% entitles the executive officer to a bonus equal to the percentage attained.  In addition, each percentage greater than 105% but less than or equal to 110% entitles the executive officer to a bonus equal to 1.5 times the percentage attained that is in excess of 105% and additionally, each percentage earned greater than 110% entitles the executive officer to two times the percentage attained that is in excess of 110%.  The maximum amount that may be paid for any quarter is 150% of the targeted amount for each executive officer.

The financial targets were established in conjunction with the Company’s annual budget process.  The targeted goals were set with a reasonable level of difficulty that requires that the Company and its executive officers to perform at a high level in order to meet the goals and the likelihood of attaining these goals was not assured.

The Company expects bonus amounts pursuant to the 2009 Bonus Plan, if earned, to be paid to the executive officers within thirty days following the release of its financial results each quarter during 2009.  The 2009 Bonus Plan is a discretionary program designed to reward each participant in accordance with the Company’s financial success.  In order to be eligible for bonus payment, the participant must continue to be employed as of the date the bonus payment is made for that quarter.

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

On October 23, 2008, the Board of Directors of Acme Packet, Inc. (the “Company”) appointed Michael Thurk to fill the vacancy on the Board of Directors effective immediately.  Mr. Thurk will serve as a Class I Director whose term will expire at the annual meeting of stockholders to be held in 2010.  The Company’s Nominating and Corporate Governance Committee recommended the appointment of Mr. Thurk to the Board of Directors.  The Board of Directors determined that Mr. Thurk is independent within the meaning of the Marketplace Rules of the Nasdaq Stock Market, LLC.

Pursuant to the Company’s 2006 Director Option Plan, Mr. Thurk received an option award for 12,500 shares of common stock, which shall vest in four equal quarterly installments, for his initial appointment to the Board. Mr. Thurk also will receive $50,000 per year for his services as a member of the Company’s Board of Directors.

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

On September 18, 2008, Mr. Keith Seidman retired as the Chief Financial Officer and Treasurer of Acme Packet, Inc. (the “Company”).  Mr. Seidman will continue as an at-will employee of the Company pursuant to the terms of Transition/Separation Agreement between Mr. Seidman and the Company dated as of February 7, 2008.

As previously announced, Mr. Peter Minihane has been appointed to the position of Chief Financial Officer and Treasurer of the Company effective as of September 18, 2008.

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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 April 4, 2008, Acme Packet, Inc. (the “Company”) received notice from Sonja Hoel Perkins, one of the members of the Board of Directors, that she will be resigning as a member of the Company’s Board effective as of May 20, 2008.  The Company’s Board of Directors has appointed a special search committee to identify director candidates to fill the vacancy on the board of directors that will be created by Ms. Hoel Perkins’ departure.

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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 March 28, 2008, the Compensation Committee of Acme Packet, Inc. (the “Company”) recommended, and the Company’s board of directors approved, the 2008 Executive Bonus Plan. The 2008 Executive Bonus Plan provides for the payment of an annual cash bonus based on an individual targeted bonus amount for each executive officer of the Company, including the Company’s named executive officers as defined by Item 402(c) of Regulation S-K, ranging from 22.5% to 60% of the executive officer’s base salary.

                In connection with the 2008 Executive Bonus Plan, financial targets were established in conjunction with the Company’s annual budget process.  There are three financial targets used as target metrics for payment under the 2008 Executive Bonus Plan: (1) full year bookings; (2) full year net revenues; and (3) full year non-GAAP operating earnings.  Any full year individual bonuses for the Company’s executive officers are calculated by taking the average of a) the net revenue goal bonus eligibility and b) the operating earnings goal bonus eligibility.  This average bonus eligibility is then multiplied by the c) bookings goal eligibility multiplier.  In order for any payments to be received, the Company is required to achieve a minimum 90% of its performance goals for each of the three financial targets.  If the 90% threshold is achieved in all three performance goals, then each of the Company’s executive officers would have earned 45% of their targeted bonus amount.

                Furthermore, each of the Company’s executive officers is eligible to earn additional bonus amounts for each incremental 1% of performance achieved in any of the three financial targets over 90% until 100% is achieved.  Accordingly, if the 95% threshold is achieved in all three performance goals, then each of the Company’s executive officers would have earned 85.5% of their targeted bonus amount.  Incremental performance need not be linear across each of the three financial measures for eligibility for additional bonus amounts beyond the 90% threshold.  If the 100% threshold is achieved in all three performance goals, then each of the Company’s executive officers would have earned 100% of their targeted bonus amount.  If the Company achieves at least 100% of its full year bookings goal then each of the Company’s executive officers may be eligible to earn additional bonus amounts beyond 100% of their individual targeted bonus amounts.  An additional 2% of the Company’s executive officers individual targeted bonus amounts can be earned for each 1% increase beyond the 100% performance target achieved by taking the average of the a) the net revenue goal bonus eligibility and b) the operating earnings goal bonus eligibility.  For example, if the Company achieves at least 100% of its full year bookings goal and if the 110% threshold is achieved in full year net revenues and the 110% threshold is achieved in the full year non-GAAP operating earnings, then each of the Company’s executive officers would have earned 120% of their targeted bonus amount.  The maximum bonus amount that each executive officer is eligible to earn is 150% of their targeted bonus amount.

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

On February 7, 2008, Acme Packet, Inc. (the “Company”) announced that its Chief Financial Officer and Treasurer, Keith Seidman, plans to retire from the Company.  Mr. Seidman will continue to act as the Chief Financial Officer and Treasurer of the Company until such time as a new Chief Financial Officer and Treasurer has been appointed and a successful transition period has been completed.

In connection with Mr. Seidman’s retirement, on February 7, 2008, the Company and Mr. Seidman entered into a Transition/Separation Agreement (the “Agreement”).  The Agreement provides for Mr. Seidman’s continued employment as an at-will employee until the Company has a hired a new Chief Financial Officer and Treasurer.  Mr. Seidman will remain eligible to participate in Company’s FY 2008 Management Bonus Plan on a pro-rated basis.  From the date of Mr. Seidman’s termination through December 31, 2009, Mr. Seidman may be engaged by the Company as a consultant.

Pursuant to the Agreement, Mr. Seidman shall continue to receive all employment benefits, including medical and dental insurance, until six months after his termination of employment.  In addition, as long as Mr. Seidman continues to be engaged by the Company as a consultant, all unvested options to purchase the Company’s common stock held by Mr. Seidman as of February 7, 2008 shall continue to vest through December 31, 2009 pursuant to the terms of the applicable option agreement as if Mr. Seidman remained employed by the Company. All vested options to purchase the Company’s common stock of the Company held by Mr. Seidman and all options to purchase the Company’s common stock that shall vest on or prior to December 31, 2009 shall remain exercisable until March 31, 2010.

A copy of the Agreement is filed as Exhibit 10. 1 to this Current Report on Form 8-K and is incorporated by reference herein.