9 unchanged sentences
Based on this assessment, management concluded that, as of December 31, 2021, our internal control over financial reporting was effective.
−Removed: Our evaluation excluded ECI Telecom Group Ltd ("ECI"), which was acquired on March 3, 2020.
−Removed: Our Consolidated Statement of Operations for the year ended December 31, 2020 included revenue of approximately $261 million and our Consolidated Balance Sheet as of December 31, 2020 included total assets of approximately $186 million attributable to ECI.
−Removed: In accordance with guidance issued by the Securities and Exchange Commission, companies are allowed to exclude acquisitions from their assessment of internal control over financial reporting during the first year subsequent to the acquisition while integrating the acquired operations.
Deloitte & Touche LLP, an independent registered public accounting firm that audited our financial statements included in this Annual Report on Form 10-K, has issued an attestation report on management's internal control over financial reporting, which is included in this Item 9A under the caption "Report of Independent Registered Public Accounting Firm."
7 unchanged sentences
In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.
−Removed: We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2020, of the Company and our report dated February 26, 2021, expressed an unqualified opinion on those financial statements.
−Removed: As described in Management’s Annual Report on Internal Control over Financial Reporting, management excluded from its assessment the internal control over financial reporting at ECI Telecom Group Ltd.
−Removed: (“ECI”), which was acquired on March 3, 2020, and whose financial statements constitute $186 million of total assets and $261 million of revenues of the consolidated financial statement amounts as of and for the year ended December 31, 2020.
−Removed: Accordingly, our audit did not include the internal control over financial reporting at ECI.
+Added: We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2021, of the Company and our report dated March 11, 2022, expressed an unqualified opinion on those financial statements.
Basis for Opinion
16 unchanged sentences
Dallas, Texas
−Removed: February 26, 2021
+Added: March 11, 2022
Other Information
+Added: Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
+Added: Not applicable.
Directors, Executive Officers and Corporate Governance
10 unchanged sentences
The information required by this Item 14 will be included in our definitive Proxy Statement with respect to our 2022 Annual Meeting of Stockholders to be filed with the SEC not later than 120 days after the end of the fiscal year ended December 31, 2021 and is incorporated herein by reference.
−Removed: Exhibits, Financial Statement Schedules
+Added: Exhibit and Financial Statement Schedules
1) Financial Statements
6 unchanged sentences
EXHIBIT INDEX
−Removed: 2.1 ** Agreement and Plan of Merger, dated as of May 23, 2017, by and among the registrant, Sonus, Inc., Solstice Sapphire, Inc., Green Sapphire Investments LLC, Green Sapphire LLC, GENBAND Holdings Company, GENBAND Inc., and GENBAND II, Inc.
−Removed: (incorporated by reference to Exhibit 2.1 to Sonus, Inc.’s Current Report on Form 8-K, filed May 23, 2017 with the SEC).
2.1 ** Agreement and Plan of Merger, dated June 24, 2018, by and among the Registrant, Kansas Merger Sub, Inc., Edgewater Networks, Inc.
19 unchanged sentences
10.9 + Form of Non-Qualified Stock Option Award Agreement Granted under the 2012 Amended Performance Technologies, Incorporated Omnibus Incentive Plan (incorporated by reference to Exhibit 10.7 to Sonus, Inc.'s Quarterly Report on Form 10-Q, filed April 29, 2014 with the SEC).
−Removed: 10.10 + Employment Agreement between the Registrant and Kevin Riley, dated July 30, 2014 (incorporated by reference to Exhibit 10.1 to Sonus, Inc.'s Quarterly Report on Form 10-Q, filed April 29, 2016 with the SEC).
10.10 + Amended and Restated Stock Incentive Plan of the Registrant (incorporated by reference to Exhibit 99.3 to the Registrant's Registration Statement on Form S-8, filed with the SEC on October 31, 2017).
3 unchanged sentences
10.14 + Form of Restricted Stock Unit Award Agreement (Time-Based Vesting) for Awards Granted under the Amended and Restated Stock Incentive Plan (incorporated by reference to Exhibit 10.3 to the Registrant's Quarterly Report on Form 10-Q, filed August 1, 2018 with the SEC).
−Removed: 10.16 + Amended and Restated Employment Agreement between the Registrant and Daryl Raiford, effective as of December 24, 2010, as amended on December 13, 2016 (incorporated by reference to Exhibit 10.30 to the Registrant's Annual Report on Form 10-K, filed March 8, 2018 with the SEC).
−Removed: 10.17 + Retention Bonus Agreement between the Registrant and Daryl Raiford, dated as of December 12, 2016 (incorporated by reference to Exhibit 10.31 to the Registrant's Annual Report on Form 10-K, filed March 8, 2018 with the SEC).
10.15 + Edgewater Networks, Inc.
5 unchanged sentences
10.19 First Amendment to Credit Agreement, dated August 18, 2020, among Ribbon Communications Operating Company, Inc., as the borrower and Citizens Bank, N.A., as administrative agent (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K, filed August 24, 2020 with the SEC).
−Removed: 10.23 * Second Amendment to Credit Agreement and Consent, dated December 1, 2020, among Ribbon Communications Operating Company, Inc., as the borrower and Citizens Bank, N.A., as administrative agent.
−Removed: 10.24 + Employment Agreement by and between the Registrant and Anthony Scarfo, dated January 18, 2019 (incorporated by reference to Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q, filed May 2, 2019 with the SEC).
−Removed: 10.25 + Employment Agreement by and between GENBAND and Steven Bruny, dated February 7, 2015 (incorporated by reference to Exhibit 10.2 to the Registrant's Quarterly Report on Form 10-Q, filed May 2, 2019 with the SEC).
+Added: 10.20 Second Amendment to Credit Agreement and Consent, dated December 1, 2020, among Ribbon Communications Operating Company, Inc., as the borrower and Citizens Bank, N.A., as administrative agent (incorporated by reference to Exhibit 10.23 to the Registrant's Annual Report on Form 10-K, filed February 26, 2021 with the SEC).
+Added: 10.21 Third Amendment to Credit Agreement, dated March 3, 2021, among Ribbon Communications Operating Company, Inc., as the borrower, the guarantors party thereto, the financial institutions party thereto as lenders, and Citizens Bank, N.A., as administrative agent (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K, filed March 4, 2021 with the SEC).
+Added: 10.22 + Amended and Restated Employment Letter Agreement dated March 31, 2021, between the Registrant and Anthony Scarfo (incorporated by reference to Exhibit 10.2 to the Registrant's Current Report on Form 8-K, filed April 2, 2021 with the SEC).
+Added: 10.23 + Employment Letter Agreement, dated March 31, 2021, between the Registrant and Steven Bruny (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K, filed April 2, 2021 with the SEC).
10.24 + Severance Agreement, dated as of January 29, 2020, among Ribbon Communications Inc., Ribbon Communications Operating Company, Inc.
8 unchanged sentences
10.30 + Form of Restricted Stock Unit Award Agreement (Performance-Based Vesting) under the 2019 Incentive Award Plan (incorporated by reference to Exhibit 10.4 to the Registrant's Quarterly Report on Form 10-Q, filed October 31, 2019 with the SEC).
−Removed: 10.33 + Letter Agreement, dated as of December 27, 2019, among the Registrant, Ribbon Communications Operating Company, Inc.
−Removed: and Franklin W.
−Removed: Hobbs (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K, filed January 2, 2020 with the SEC).
10.31 + Letter Agreement, dated as of February 18, 2020, among Ribbon Communications Inc., Sonus Networks, Inc.
14 unchanged sentences
10.40 Investor Rights Agreement, dated December 1, 2020, by and among Ribbon Communications Inc., Pensare Sponsor Group, LLC and Stratos Management Systems Holdings, LLC (incorporated by reference to Exhibit 10.3 to the Registrant's Current Report on Form 8-K, filed December 7, 2020 with the SEC).
+Added: 10.41 + Employment Agreement, dated May 26, 2020, between the Registrant and Patrick Macken (incorporated by reference to Exhibit 10.4 to the Registrant's Quarterly Report on Form 10-Q, filed April 30, 2021 with the SEC).
+Added: 10.42 + Severance Agreement, dated May 26, 2020, between the Registrant and Patrick Macken (incorporated by reference to Exhibit 10.5 to the Registrant's Quarterly Report on Form 10-Q, filed April 30, 2021 with the SEC).
+Added: 10.43 + Employment Agreement, dated July 21, 2020, between the Registrant and Sam Bucci (incorporated by reference to Exhibit 10.6 to the Registrant's Quarterly Report on Form 10-Q, filed April 30, 2021 with the SEC).
+Added: 10.44 + Severance Agreement, dated September 7, 2020, be tween the Registrant and Sam Bucci (incorporated by reference to Exhibit 10.7 to the Registrant's Quarterly Report on Form 10-Q, filed April 30, 2021 with the SEC).
+Added: 10.45 * Fourth Amendment to Credit Agreement, dated March 11, 2022, among Ribbon Communications Operating Company, Inc., as the borrower, the guarantors party thereto, the financial institutions party thereto as lenders, and Citizens Bank, N.A., as administrative agent.
21.1 * Subsidiaries of the Registrant.
25 unchanged sentences
/s/ Bruce McClelland
−Removed: February 26, 2021 Bruce McClelland
+Added: March 11, 2022 Bruce McClelland
President and Chief Executive Officer
1 unchanged sentence
Signature Title Date
−Removed: /s/ Bruce McClelland President and Chief Executive Officer (Principal Executive Officer) February 26, 2021
+Added: /s/ Bruce McClelland President, Chief Executive Officer and Director (Principal Executive Officer) March 11, 2022
Bruce McClelland
/s/ Miguel A.
−Removed: Lopez Executive Vice President and Chief Financial Officer (Principal Financial Officer) February 26, 2021
−Removed: /s/ Eric Marmurek Senior Vice President, Finance (Principal Accounting Officer) February 26, 2021
+Added: Lopez Executive Vice President and Chief Financial Officer (Principal Financial Officer) March 11, 2022
+Added: /s/ Eric Marmurek Senior Vice President, Finance (Principal Accounting Officer) March 11, 2022
Eric Marmurek
−Removed: /s/ Shaul Shani Chairman February 26, 2021
+Added: /s/ Shaul Shani Chairman March 11, 2022
/s/ Mariano S.
−Removed: de Beer Director February 26, 2021
−Removed: /s/ Stewart Ewing Director February 26, 2021
+Added: de Beer Director March 11, 2022
+Added: /s/ Stewart Ewing Director March 11, 2022
Stewart Ewing
−Removed: Grayson Director February 26, 2021
+Added: Grayson Director March 11, 2022
/s/ Beatriz V.
−Removed: Infante Director February 26, 2021
−Removed: /s/ Krish Prabhu Director February 26, 2021
−Removed: Smith Director February 26, 2021
−Removed: /s/ Tanya Tamone Director February 26, 2021
+Added: Infante Director March 11, 2022
+Added: /s/ Krish Prabhu Director March 11, 2022
+Added: Smith Director March 11, 2022
+Added: /s/ Tanya Tamone Director March 11, 2022
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.