A10 NETWORKS, INC. (NYSE:ATEN) Files An 8-K Entry into a Material Definitive Agreement

A10 NETWORKS, INC. (NYSE:ATEN) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01

On November 20, 2019, A10 Networks, Inc. (the “Company”) entered into a letter agreement (the “Letter Agreement”) with VIEX Capital Advisors, LLC (“VIEX”), VIEX Opportunities Fund, LP – Series One, VIEX Opportunities Fund, LP – Series Two, VIEX GP, LLC, VIEX Special Opportunities Fund II, LP, VIEX Special Opportunities GP II, LLC, VIEX Special Opportunities Fund III, LP, VIEX Special Opportunities GP III, LLC and Eric Singer (collectively, the “VIEX Group”), which amends and restates the letter agreement dated as of July 26, 2019, between the Company and the VIEX Group. Among other things, the Letter Agreement provides that:

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The foregoing summary of the Letter Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Letter Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

On November 21, 2019, the Company issued a press release announcing the appointment of Dhrupad Trivedi as President and Chief Executive Officer of the Company, effective as of December 2, 2019. The Company has committed to appoint Mr. Trivedi to the Board within thirty days of him commencing employment with the Company. In connection with Mr. Trivedi’s appointment, Lee Chen will step down as President and Chief Executive Officer of the Company but will continue to serve as chairman of the Board. A copy of the press release related to this announcement is attached hereto as Exhibit 99.1.

Mr. Trivedi, age 52, joins the Company from Belden Incorporated (“Belden”), where he most recently was Executive Vice President running TripWire, Inc., a cybersecurity business, and Chief Technology Officer of Belden. Prior to this, Mr. Trivedi held other executive roles at Belden, including President of Belden’s Network Solutions Division; Vice President of Corporate Strategy and Development, leading the company’s M&A activities; and starting in Belden as President of Trapeze Networks, Inc. Prior to joining Belden, Mr. Trivedi held executive roles at JDS Uniphase Corporation from 1998 through 2010.

The Company entered into an offer letter with Mr. Trivedi on November 12, 2019 (the “Offer Letter”) that provides for a starting annual base salary of $500,000 and, commencing in 2020, a target annual performance-based bonus opportunity of one hundred percent (50%) of his annual salary, to the Company’s bonus program for the 2020 year established under the Company’s Executive Incentive Compensation Plan. In addition, the Offer Letter contemplates that Mr. Trivedi will be granted an award of restricted stock units covering 125,000 shares of the Company’s Common Stock under the Company’s 2014 Equity Incentive Plan, as amended (the “Plan”), which will be scheduled to vest annually over four years, subject to Mr. Trivedi’s continued service. Additionally, the Offer Letter contemplates that Mr. Trivedi will be granted an award of performance-based restricted stock units (the “PSU Award”) covering 375,000 shares of the Company’s Common Stock under the Plan, which will become eligible to vest upon the achievement of certain stock price targets as set forth below (the “Performance Milestones”), as well as continued service to the Company, with vesting of any portion for which the Performance Milestone is achieved to be scheduled to occur in equal, annual installments over a three-year period following achievement of the Performance Milestone.

The severance benefits under the Severance Agreement are conditioned on his timely entering into and not revoking the Company’s then-standard separation agreement and release of claims as well as continued compliance with his obligations under his confidential information and invention assignment agreement with the Company.

The foregoing description of Mr. Trivedi’s compensation, terms and conditions of his employment and treatment of Mr. Trivedi upon certain terminations of employment is qualified in its entirety by the full texts of the Offer Letter and the Severance Agreement, which are filed as Exhibit 10.2 and Exhibit 10.3, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

In addition, Mr. Trivedi will enter into the Company’s standard form of indemnification agreement, a copy of which has been filed as Exhibit 10.1 to the Company’s Registration Statement on Form S-1 (File No. 333-194015) filed with the Securities and Exchange Commission on March 10, 2014.

There is no arrangement or understanding between Mr. Trivedi and any other persons to which Mr. Trivedi was elected as Chief Executive Officer or will be appointed as a director. There are no family relationships between Mr. Trivedi and any director or executive officer of the Company, and he has no direct or indirect material interest in any transaction required to be disclosed to Item 404(a) of Regulation S-K.

(d) Exhibits.

99.1   Press Release dated November 21, 2019

A10 Networks, Inc. Exhibit
EX-10.1 2 d836919dex101.htm EX-10.1 EX-10.1 Exhibit 10.1 A10 Networks,…
To view the full exhibit click here


A10 Networks, Inc. is a provider of application networking and network security technologies. The Company’s solutions enable enterprises, service providers, Web companies and government organizations to secure and optimize the performance of their data center applications, and secure their users, applications and infrastructure from Internet, Web and network threats at scale. The Company’s products are built on its Advanced Core Operating System (ACOS). The Company offers approximately four software-based solutions that are built on top of its software-based ACOS cloud-ready application networking platform and are delivered primarily on its optimized hardware appliances, including Application Delivery Controller (ADC), Carrier Grade Networking (CGN), Threat Protection System (TPS) and Convergent Firewall (CFW). Its support services include installation, phone support, repair and replacement, software updates, online tools, consulting and training services.

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