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

Stock Price Achievement Restricted Stock Unit Program
On January 26, 2022, upon the recommendation of the Compensation Committee (the
"Compensation Committee") of the Board of Directors (the "Board") of Couchbase,
Inc. ("Couchbase"), the Board is implementing a one-time performance-based
equity program, supplementing the traditional equity program for the leadership
of Couchbase. The intent of this program is to focus executives on driving
stockholder value creation with aggressive stock price milestones, while
maximizing retention of the leadership at a critical time for Couchbase and its
specific industry sector in general. Our executive officers received
performance-based restricted stock units ("PSUs") as follows:
            Name                                  Title                             Number of PSUs Granted
       Matthew M. Cain                   Chief Executive Officer                            300,000
      Gregory N. Henry               SVP and Chief Financial Officer                        170,000
        Denis Murphy                  SVP and Chief Revenue Officer                         70,000
        Margaret Chow             SVP, Chief Legal Officer and Corporate                    60,000
                                                Secretary

The PSUs vest according the following stock price milestones (each, a "Stock Price Hurdle") and performance periods (each, a "Performance Period"):


       Stock Price Hurdle                       Performance Period                       Percent of PSUs Vesting
              $60                   January 26, 2023 through January 26, 2027                      20%
              $75                   January 26, 2024 through January 26, 2027                      20%
              $90                   January 26, 2025 through January 26, 2027                      30%
              $110                  January 26, 2026 through January 26, 2027                      30%



To achieve any of the above Stock Price Hurdles, the average of the closing
Couchbase stock price for a 60 consecutive trading day trading period must
exceed the applicable Stock Price Hurdle. Each Stock Price Hurdle may only be
satisfied during the applicable Performance Period. Accordingly, no vesting of
any Stock Price Hurdle can be achieved before the start of the corresponding
Performance Period. If a Stock Price Hurdle is achieved, then vesting of that
applicable tranche occurs on the next Couchbase quarterly vesting date following
the achievement, subject to the participant's continued service.
If a change in control occurs, then any unvested PSUs are treated as follows:
(i) with respect to any Stock Price Hurdle that exceeds the per share amount
payable to Couchbase stockholders in the transaction (the "Per Share Amount"),
such portion of the PSUs will forfeit, subject to any pro-ration described in
clause (iii) below; (ii) with respect to any Stock Price Hurdle that is less
than the Per Share Amount, such portion of the PSU will vest on the closing of
the transaction; and (iii) if the Per Share Amount is between any two Stock
Price Hurdles, then a pro-rata portion of the next tranche will vest on the
closing of the transaction.
As noted above, this special one-time PSU program was established to incentivize
achievement of challenging stock price milestones and maximize retention. As
noted above, each tranche of the PSUs is not eligible to vest until the start of
the applicable Performance Period. Accordingly, long-term and sustained stock
price performance is incentivized. Vesting related to the Stock Price Hurdles is
also weighted towards the later Performance Periods, which both provides greater
incentivization to the higher milestones and retention through later Performance
Periods. As described above, this program is intended to supplement the
traditional annual equity program for fiscal years 2022 through 2025.
Accordingly, Couchbase will continue to review executive compensation annually
as part of its regular compensation review cycle. In light of a significant
grant in March 2021, we currently expect that our Chief Executive Officer will
not receive an annual equity grant for fiscal 2023 that typically would occur in
the first fiscal quarter.
The PSUs are subject Couchbase's global form of Restricted Stock Unit Agreement
that is customized to the specifics of PSU program (the "PSU Agreement") under
Couchbase's 2021 Equity Incentive Plan (the "Plan"), and will be subject to the
terms and conditions of the Plan. A form of the PSU Agreement is attached hereto
as Exhibit 10.1 and incorporated herein by reference.



--------------------------------------------------------------------------------


Item 9.01
Financial Statements and Exhibits.
(d) Exhibits.

        Exhibit Number                                          Description
             10.1                       Form of PSU Agreement
                                      Cover Page Interactive Data File (embedded within the Inline
              104                     XBRL document)

© Edgar Online, source Glimpses