Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Between July 1 and July 5, 2022, New Relic, Inc. (the "Company") entered into
revised change-in-control and severance agreements (the "Revised Agreements")
with each of its named executive officers, following its annual review by the
Compensation Committee of the Company's Board of Directors of market
compensation practices among its compensation peer group for the Company's named
executive officers. The Revised Agreements have the same terms and conditions as
the change-in-control and severance agreements previously in effect (the
"Previous Agreements"), except that (i) the cash severance component for
qualifying terminations occurring during the Change in Control Period (as
defined in the Previous Agreements) has been revised to include 150% of the
named executive officer's target annual cash bonus opportunity for the fiscal
year in which the change in control occurs for named executive officers
receiving Tier 1 benefits, or 100% of the named executive officer's target
annual cash bonus opportunity for the fiscal year in which the change in control
occurs for named executive officers receiving Tier 2 benefits, and (ii) the
Change in Control Period has been revised to commence three months prior to the
effective date of the change in control, with adjustments to performance-based
restricted stock unit awards to provide a corresponding expansion of the Change
in Control Period, provided that, to the extent the qualifying termination
occurs prior to the change in control and during the revised Change in Control
Period, the accelerated vesting of the named executive officer's stock awards
will be contingent upon the change in control.
Each of the Revised Agreements has a term of three years from the date such
agreement became effective, after which each agreement may be renewed by the
mutual agreement of the parties thereto, and replace and supersede the Previous
Agreements in their entirety.
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