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



On May 19, 2023, the Board of Directors (the "Board") of Workday, Inc.
("Workday") appointed Zane Rowe as Chief Financial Officer of Workday, effective
June 12, 2023 (the "Transition Date"). Barbara Larson, Workday's current Chief
Financial Officer, will step down from that role effective June 12, 2023, and
continue as an Executive Vice President of Workday through November 1, 2023, and
then serve as a consultant to Workday through July 8, 2024.

Mr. Rowe, 52, served as VMware's Chief Financial Officer and Executive Vice
President from March 2016 to June 2023. Mr. Rowe also served as VMware's interim
Chief Executive Officer from February 2021 through May 2021. Prior to VMware, he
served as Executive Vice President and Chief Financial Officer of EMC
Corporation, a data storage and management company, from October 2014 until
February 2016. Prior to that, Mr. Rowe led North America sales for Apple, Inc.
and began his executive career in the airline industry. Mr. Rowe currently
serves on the board of directors of Sabre Corporation. Mr. Rowe received a
bachelor's degree from Embry-Riddle Aeronautical University and a master's
degree in business administration from San Diego State University.

Rowe Offer Letter



In connection with his appointment as Chief Financial Officer, pursuant to the
terms of an offer letter dated May 23, 2023, between Mr. Rowe and Workday (the
"Offer Letter"), Mr. Rowe will receive an annual base salary of $700,000, a
one-time signing bonus of $2,000,000 payable in two installments and subject to
repayment if Mr. Rowe is terminated by Workday for Cause (as defined in
Workday's Change in Control Policy) or resigns his employment without Good
Reason (as defined in Workday's Change in Control Policy) within a year of his
start date, and will be eligible to participate in the Workday cash incentive
plan with a 50% target bonus. Pursuant to the Offer Letter, in accordance with
Workday's standard grant practices, Mr. Rowe will be granted an equity award
consisting of restricted stock units with a grant date value of $18,000,000 (the
"RSU Award") and an additional equity award consisting of restricted stock units
with a grant date value of $18,000,000 (the "Sign-On Award"). The RSU Award will
be subject to a vesting term of four years with one-fourth of the total shares
subject to the RSU Award vesting on the first anniversary of the vesting start
date (the "Vesting Start Date") and the balance of the award vesting in equal
quarterly installments over the following three years. The Sign-On Award will be
subject to a vesting term of two years with one-eighth of the total shares
subject to the Sign-On Award vesting three months from the Vesting Start Date
and the balance of the award vesting in equal quarterly installments thereafter.
Vesting is subject to Mr. Rowe's continuous service with Workday.

Mr. Rowe will participate in Workday's Change in Control Policy. In addition,
the Offer Letter provides that if at any time during the next four years Mr.
Rowe's then outstanding equity awards are not assumed, continued, or substituted
in connection with a Change in Control (as defined in Workday's 2022 Equity
Incentive Plan), then he will be entitled to receive accelerated vesting of all
such outstanding equity awards immediately prior to the Change in Control.

If Mr. Rowe's employment is terminated without Cause within two years following
the Transition Date, other than in connection with a Change in Control, and Mr.
Rowe delivers a general release of claims in favor of Workday, he will be
entitled to receive: (i) 12 months of his base salary; (ii) a cash incentive
plan payout equal to 50% of his base salary; and (iii) accelerated vesting of
such number of shares subject to any then outstanding equity awards that would
have vested in the 12 months following such termination.

The foregoing description of the Offer Letter is qualified in its entirety by
reference to the full text of the Offer Letter, which is filed hereto as Exhibit
10.1.

There are no arrangements or understandings between Mr. Rowe and any other
persons pursuant to which he was selected as an officer, he has no family
relationships with any of the Workday's directors or executive officers, and he
has no direct or indirect material interest in any transaction required to be
disclosed pursuant to Item 404(a) of Regulation S-K. Mr. Rowe is expected to
enter into Workday's standard form of indemnity agreement filed as Exhibit 10.1
to Workday's Registration Statement on Form S-1 (File No. 333-183640) filed with
the SEC on August 30, 2012.


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Larson Transition Agreement



Workday has entered into a Separation and Transition Services Agreement (the
"Transition Agreement") with Ms. Larson, dated May 24, 2023 (the "Agreement
Date") setting forth the terms of Ms. Larson's transition arrangements. Ms.
Larson will continue to serve as an employee of Workday from the Agreement Date
through November 1, 2023 (the "Transition Period"). Ms. Larson's employment with
Workday will terminate on the final day of the Transition Period, unless
terminated on an earlier date (such date, the "Separation Date"). The Transition
Period may be terminated earlier by Workday for Cause, as defined in the
Transition Agreement, or due to Ms. Larson's breach of the Transition Agreement,
or by Ms. Larson for any reason upon ten days' written notice. During the
Transition Period, Ms. Larson's cash compensation will be comprised of her
current base salary and she will remain eligible to receive a cash bonus with
respect to the first half of fiscal 2024 with the individual performance
component deemed to be achieved at 100%, pursuant to the terms and conditions of
the Workday cash bonus plan. During the Transition Period, previously granted
equity awards will continue to vest in accordance with their terms, other than a
restricted stock award for 51,258 shares granted in 2023 that Ms. Larson has
agreed to forfeit as of the Agreement Date. The Transition Agreement provides
for a customary release of claims by Ms. Larson and reaffirmation of her
obligations under an employee inventions and proprietary rights assignment
agreement.

Ms. Larson is expected to continue to provide services to Workday as a
consultant through July 8, 2024 (the "Consulting Period"), pursuant to the terms
of a consulting agreement between Workday and Ms. Larson, dated May 24, 2023
(the "Consulting Agreement"), subject to delivery by Ms. Larson of a second
release of claims. In consideration for Ms. Larson's services as a consultant,
Ms. Larson's then outstanding previously granted equity awards will continue to
vest in accordance with their terms during the Consulting Period. Workday may
terminate the Consulting Period for Cause (as defined in the Transition
Agreement) or due to Ms. Larson's breach of the Consulting Agreement, and the
Consulting Period will terminate automatically in the event Ms. Larson commences
any Conflicting Work (as defined in the Consulting Agreement). Ms. Larson may
terminate the Consulting Period for any reason upon ten days' written notice.

The foregoing descriptions of the Transition Agreement and the Consulting Agreement are qualified in their entirety by reference to the text of the Transition Agreement and the Consulting Agreement, which are filed hereto as Exhibit 10.2.

Item 7.01 - Regulation FD Disclosure



A copy of the press release announcing Mr. Rowe's appointment is attached hereto
as Exhibit 99.1. The information in the press release attached hereto shall not
be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of
1934, as amended (the "Exchange Act") or otherwise subject to the liabilities of
that section, nor shall it be deemed incorporated by reference in any filing
under the Securities Act of 1933, as amended, or the Exchange Act.

Item 9.01 - Financial Statements and Exhibits



(d) Exhibits

Exhibit Number          Description
10.1                      Offer Letter between Zane Rowe and Workday, Inc. dated May 23, 2023
10.2                      Separation and Transition Services Agreement

between Barbara Larson and


                        Workday, Inc. dated May     24    ,     2023
99.1                      Press release dated     May     2    5    , 2023
104                     Cover Page Interactive Data File (the cover page

XBRL tags are embedded within


                        the inline XBRL document)

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