Item 5.02 Departure of Directors or Certain Officers; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On October 4, 2021, Alexa King notified the Company of her decision to step down as the Company’s Executive Vice President, Corporate and Legal Affairs, General Counsel, and Secretary, effective November 1, 2021. Ms. King’s decision was not the result of any disagreement with the Company but rather a desire to pursue other opportunities and interests. The Company thanks Ms. King for almost a decade of exemplary service to the Company as the first and only General Counsel in the Company’s history, managing the legal, stock, privacy and government affairs functions from before the Company’s initial public offering in 2013 through the Company’s completed divestiture of its FireEye Products business announced today.
Richard Meamber, the Company’s Senior Vice President, Legal and Deputy General Counsel, has been appointed as Interim General Counsel, effective November 1, 2021.
Effective October 6, 2021, the Company entered into a transition agreement with Ms. King (the “Transition Agreement”) that provides that Ms. King will provide transition services to the Company as a strategic advisor beginning on November 1, 2021 (the “Transition Date”) through at least March 1, 2022, with the possibility of continuing these services past such date if the parties mutually agree (the final date Ms. King provides services, the “End Date”). In consideration for such services and a general release of claims, Ms. King will receive (i) a monthly cash payment in an amount equal to her current monthly salary, for the period from the Transition Date through the End Date, (ii) continued provision of benefits through the Transition Date (if possible for an independent contractor) or a cash payment that is sufficient, after payment of taxes on such amount, to pay any applicable premiums for health care continuation coverage (through COBRA or otherwise) through the Transition Date, (iii) a cash bonus for fiscal 2021, payable before or on February 15, 2022, to be determined by the Board of Directors of the Company (the “Board”) or the Compensation Committee of the Board with the corporate portion of such bonus determined on the same basis as for the Company’s then-active Executive Vice Presidents and any individual portion determined by the Company’s Chief Executive Officer but at no less than target, and (iv) continued vesting of all outstanding equity awards through the End Date with any performance-based equity awards deemed earned at the same level as for other individuals who have awards of the same type. The receipt of any bonus under (iii) and the release of any performance-based equity compensation in February 2022 is additionally contingent on Ms. King entering into additional releases of claims, as applicable, not earlier than the day prior to the dates such benefits are provided.
A copy of the Transition Agreement is filed herewith as Exhibit 10.1. The foregoing description of the Transition Agreement is a summary only and is qualified in its entirety by the full text of the Transition Agreement, which is incorporated herein by reference.