DOCUSIGN, INC. Item 2.02 Results of Operations and Financial Condition.
On
The press release is furnished and shall not be deemed "filed" for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended, or subject to the
liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of
1933, as amended. The information shall not be deemed incorporated by reference
into any other filing with the
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e)
On
The Executive Retention Agreements are not employment contracts and do not
specify an employment term, compensation level or other terms and conditions of
employment. The Executive Retention Agreements provide for certain severance
benefits to an Executive in the event that his or her employment is terminated
under specified circumstances as set forth in the Executive Retention
Agreements. The Executive Retention Agreements are effective as of the date
executed and in the case of
If an Executive experiences a Qualifying Termination (as defined in the Executive Retention Agreement) outside a specified period, generally three months prior to and ending 12 months after a change in control (the "Change in Control Period") and subject to certain conditions, including the Executive delivering a release of all employment related obligations of and claims and causes of action against the Company, the Company shall provide the Executive with the following severance benefits:
•Severance pay, in the form of a lump sum cash payment, less all applicable
withholdings and deductions, an amount equal to six months of the Executive's
then-current base salary (12 months in the case of
If an Executive experiences a Qualifying Termination (as defined in the Executive Retention Agreement) during the Change in Control Period and subject to certain conditions, including the Executive delivering a release of all employment related obligations of and claims and causes of action against the Company, the Company shall provide the Executive with the following severance benefits:
•Severance pay, in the form of a lump sum cash payment, less all applicable withholdings and deductions, an amount equal to 12 months of the Executive's then-current base salary and none of the Executive's target annual bonus for the performance year in which the Qualifying Termination occurs. •Continued employee benefits where the Company shall pay the Executive's COBRA premiums for continuation of all health coverage for up to 12 months.
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•For the Executive's then-outstanding equity compensation awards granted under the Company's equity incentive plans (other than performance equity awards), full vesting acceleration, effective as of the Executive's termination date. •For the Executive's then-outstanding equity compensation awards that otherwise only vest upon satisfaction of performance criteria, the vesting of such awards shall accelerate as set forth in the terms of the agreement(s) governing such award(s).
If there is a Change in Control without a Qualifying Termination, the vesting of each Executive's equity awards (other than performance-based equity awards), shall accelerate as to 25% of any then-unvested shares subject to each such award as of immediately prior to the Change in Control (as defined in the Executive Retention Agreement). The foregoing acceleration shall not apply to any equity awards granted after the date the Executive entered into the Executive Retention Agreement. In the case of any performance-based equity awards, the achievement of any performance criteria upon a Change in Control shall be determined according to the applicable award agreement prior to the effect of this acceleration.
The Executive Retention Agreements are attached hereto as Exhibits 99.2 through 99.9 and are incorporated herein by reference. The foregoing summary is qualified entirely by reference to the full text of the Executive Retention Agreements.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
Exhibit No. Description
99.1 Press Release dated March 1 1 , 20 2 1
Form of Amended and Restated Executive Severance and Change in Control
99.2 Agreement by and b etween the Company and Loren Alhadeff
Executive Severance and Change in Control Agreement, dated as of March
99.3 11 , 2021, by and b etween the Company and Joan Burke
Form of Executive Severance and Change in Control Agreement by and
99.4 b etween the Company and Tom Casey
Form of Amended and Restated Executive Severance and Change in Control
99.5 Agreement by and b etween the Company and Cynthia Gaylor
Form of Executive Severance and Change in Control Agreement by and
99.6 b etween the Company and Scott Olrich
Amended and Restated Executive Severance and Change in Control Agreement, dated
99.7 as of March 11 , 2021, by and b etween the Company and Trâm Phi
Form of Executive Severance and Change in Control Agreement by and
99.8 b etween the Company and Dan Springer
Form of Amended and Restated Executive Severance and Change in Control
99.9 Agreement by and b etween the Company and Lambert Walsh
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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