Rapid7, Inc. (NASDAQ:RPD) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Item5.02

Adoption of Executive Incentive Bonus Plan

On January31, 2017, the Compensation Committee (the
Compensation Committee) of the Board of Directors (the
Board) of Rapid7, Inc. (the Company) adopted the
Companys Executive Incentive Bonus Plan (the Bonus Plan),
which applies to certain key executives (the Executives)
that are selected by the Compensation Committee. The Bonus Plan
provides for cash bonus payments based upon the attainment of
certain corporate, financial and operational measures or
objectives, or Corporate Performance Goals, as well as individual
performance objectives performance targets established by the
Compensation Committee.

Each Executive who is selected to participate in the Bonus Plan
will have a target bonus opportunity set for each performance
period and may also have a minimum hurdle and/or maximum amount.
The bonus formulas will be adopted in each performance period by
the Compensation Committee and communicated to each Executive.
The Corporate Performance Goals will be measured at the end of
each performance period after the Companys financial reports have
been published. If the Corporate Performance Goals and individual
performance objectives are met, payments will be made as soon as
practicable following the end of each performance period, but not
later 74 days after the end of the fiscal year in which such
performance period ends. Subject to the rights contained in any
agreement between the Executive and the Company, an executive
officer must be employed by the Company on the bonus payment date
to be eligible to receive a bonus payment. The Bonus Plan also
permits the Compensation Committee to approve additional bonuses
to executive officers in its sole discretion.

Adoption of 2017 Cash Target Bonus Awards

The Compensation Committee also established annual target cash
bonus awards for the Companys current executive officers for the
fiscal year ending December31, 2017, which will be awarded in
accordance with the terms of the Bonus Plan. The table below sets
forth the annual target bonus for the Companys Chief Executive
Officer and Chief Financial Officer.

The Bonus Plan is based upon the Companys achievement of certain
performance targets for bookings and non-GAAP operating margin in
2017. Awards under the Bonus Plan are conditioned on the Companys
achievement of minimum thresholds for these targets. To the
extent the Company exceeds the performance targets for both gross
bookings and non-GAAP operating margin, target performance
bonuses may be increased, in the Compensation Committees
discretion.

Approval of Long-Term Incentive Equity Grants

On January31, 2017, the Compensation Committee also granted stock
options and restricted stock units (RSUs) as long-term
incentive grants for future performance to certain of the
Companys executive officers. The table below sets forth the
awards made to Corey Thomas, Andrew Burton and Lee Weiner. Each
of these awards vests in sixteen equal quarterly installments,
with the first installment vesting on May15, 2017, subject to the
executive officers continued service with the Company.

Amendments to Existing Severance and Change In Control
Arrangements for Certain Eligible Executives

The Compensation Committee also reviewed the Companys existing
employment arrangements as part of its ongoing evaluation of the
Companys executive compensation programs. After its review, the
Compensation Committee decided that it was in the best interest
of the Company and its stockholders to make modifications to such
arrangements in order to update its severance and change in
control protection arrangements with certain eligible executives
after reviewing current market practices related to severance
arrangements and benefit levels related thereto both in
connection with and in the absence of a change in control of the
Company.

On January31, 2017, the Compensation Committee approved the
material terms for an amendment to the existing employment
arrangement between the Company and Corey Thomas, Chief Executive
Officer of the Company, modifying certain of the provisions of
his employment agreement related to severance and change in
control arrangements. Under this amendment, Mr.Thomass severance
period (as defined in his existing employment agreement) in the
event of termination of his employment by the Company without
cause or by Mr.Thomas with good reason (as such terms will be
defined in the amendment) will be increased to 12 months in the
absence of a change in control and 18 months in the event such
termination occurs within three months prior to or 12 months
following a change in control. In such termination of employment
following a change in control scenario, Mr.Thomas will also be
eligible to receive a pro-rated bonus for the year of
termination.

The Compensation Committee also approved the framework for
severance and change in control arrangements for certain eligible
executives, who are defined to be an employee of the Company
having the position of Senior Vice President or higher. These
severance benefits will not be applicable to certain executive
officers, including Mr.Thomas and Mr.Kalowski, who have separate
individual severance and change in control benefits contained in
their employment arrangements.

About Rapid7, Inc. (NASDAQ:RPD)

Rapid7, Inc. is a provider of security data and analytics solutions that enable organizations to implement an active approach to cyber security. The Company’s Rapid7 Insight Platform is a security data and analytics platform that provides solutions to cyber security that enables organizations to find and eliminate critical weaknesses and detect attacks in their information technology (IT) environments. Its threat exposure management offerings include its management, Web application security testing and attack simulation products, which the Company enhances with security analytics capabilities to deliver contextual risk prioritization, threat awareness and remediation guidance. It provides InsightIDR, a cloud-based offering that provides comprehensive incident detection. The Insight Platform collects information from various sources to provide a holistic view across an organization’s ecosystem from network and endpoint data, to enterprise cloud data, to user information.

Rapid7, Inc. (NASDAQ:RPD) Recent Trading Information

Rapid7, Inc. (NASDAQ:RPD) closed its last trading session up +0.13 at 12.74 with 164,008 shares trading hands.