Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 18, 2023, nCino, Inc. (the "Company") filed a Current Report on Form
8-K (the "Original Form 8-K") disclosing that the employment of David Rudow, the
Company's Chief Financial Officer & Treasurer, was terminated without cause
effective as of January 31, 2023 (the "Transition Date"). As set forth in the
Original Form 8-K, the Company and Mr. Rudow expected to enter into a separation
agreement at a later date.
On January 19, 2023, Mr. Rudow and the Company entered into a Separation and
Release Agreement (the "Separation Agreement"). Subject to his non-revocation of
the Separation Agreement and his continued compliance with his ongoing
obligations under his employment agreement and his restrictive covenant
agreement with the Company, Mr. Rudow will receive (i) a lump sum cash payment
equal to six months of Mr. Rudow's base salary; (ii) a lump sum cash payment
equal to Mr. Rudow's target annual incentive payment; (iii) up to six-months of
continued health, dental and vision coverage at the Company's expense; and (v)
six months of outplacement services. In addition, Mr. Rudow's outstanding equity
awards that are scheduled to vest on or before August 1, 2023 became vested as
of the Transition Date and Mr. Rudow will continue to vest in his outstanding
equity awards that are scheduled to vest between August 1, 2023 and November 1,
2023 in accordance with their normal vesting schedule.
The foregoing description of the Separation Agreement is a summary and is
qualified in its entirety by reference to the full text of the Separation
Agreement, which is attached as Exhibit 10.1 to this Current Report on Form
8-K/A and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
Separation and Release Agreement, dated January 19, 2023, by and among David
10.1 Rudow and nCino, Inc.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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