Imperva, Inc. (NASDAQ:IMPV) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
| • | In the event of a qualifying termination under our Change in Control Plan and contingent upon Mr.Hylen’s execution of a binding severance and release agreement, Mr.Hylen will be entitled to receive (1)a lump sum cash payment in an amount equal to Mr.Hylen’s annual base salary as in effect immediately prior to the severance date, plus his target annual bonus or cash incentive opportunity for the year in which the severance date occurs; (2)full acceleration of all outstanding equity awards (subject to certain restrictions noted in the Change in Control Plan and the PRSU Agreement); and (3)reimbursement of premiums paid for continuation coverage for twelve months to the Consolidated Omnibus Budget Reconciliation Act of 1985. |
| • | In the event of a qualifying termination within twenty-four months of the commencement of Mr.Hylen’s employment and contingent upon Mr.Hylen’s execution of a binding severance and release agreement, Mr.Hylen will be entitled to receive (1)a lump sum cash payment in an amount equal to Mr.Hylen’s annual base salary as in effect immediately prior to the severance date; (2)twelve months’ acceleration of all outstanding equity awards, with any award subject to performance criteria for which the applicable performance period is then on-going also deemed to have been performed at the target level of achievement for such equity award; and (3)health care continuation coverage for twelve months to the Consolidated Omnibus Budget Reconciliation Act of 1985 paid for by the Company. This provision shall not apply to a termination with respect to which the Company’s Change in Control Plan applies. |
| • | A sign-on bonus of $250,000, subject to repayment by Mr.Hylen on a pro rata basis to the extent that his employment with the Company terminates within twenty-four months of the commencement of his employment other than a termination without Cause or a resignation for Good Reason (as those terms are defined in the Company’s Change in Control Plan), and payment of up to $10,000 for legal expenses incurred by Mr.Hylen in connection with retaining counsel for the review of the Offer Letter. |
| • | It is expected that Mr.Hylen will execute the Company’s standard form of indemnification agreement, which was filed with the SEC on October28, 2011 as Exhibit10.4 to Amendment No.4 to the Company’s Registration Statement on FormS-1 and incorporated herein by reference. This agreement provides for indemnification for related expenses including, among other things, attorneys’ fees, judgments, fines and settlement amounts incurred by Mr.Hylen in any action or proceeding to the fullest extent permitted by applicable law. |
| • | The amounts payable to Mr.Hylen are subject to recoupment by the Company under the Company’s Compensation Recovery Policy applicable to executive officers. |
The foregoing is a summary of the Offer Letter, the Bonus Plan, the Change in Control Plan and the form of indemnification agreement and does not purport to be complete. The foregoing is qualified in its entirety by reference to the copies of such documents filed or incorporated by reference as Exhibits99.2 through99.5 to this Current Report on Form8-K.
In connection with his transition to the role of Vice President of Customer Engagement, Mr.Bettencourt’s base salary will be reduced from $460,000 to $345,000 per year, and his target bonus for 2017 will be reduced from $460,000 to $172,500 effective upon the commencement of Mr.Hylen’s employment (with the target bonus prorated for the portions of the year that Mr.Bettencourt served as President and Chief Executive Officer and Vice President of Customer Engagement, respectively). There have been no other changes to Mr.Bettencourt’s compensation arrangements with the Company in connection with the transition of roles.
Amendments to 2015 Equity Inducement Plan
On August8, 2017, the Company’s Board of Directors approved amendments to the 2015 Equity Inducement Plan (the “Inducement Plan”) and forms of agreement thereunder to (1)increase the shares available for grant under the Inducement Plan by 100,000 shares of common stock, and (2)clarify that (a)share withholding for tax purposes may be up to the maximum statutory amount permitted to be withheld, and (b)net settlement shall be the method of withholding for Section16 officers (which will include Mr.Hylen) upon settlement of restricted stock units unless otherwise determined by the Compensation Committee of the Board of Directors. The foregoing description is qualified in its entirety by reference to the full text of the amended Inducement Plan and forms of agreement thereunder, which were filed with the SEC on August10, 2017 as Exhibit 99.1 to the Company’s Registration Statement on FormS-8 and are incorporated herein by reference.
Severance Plan
On August8, 2017, the Company’s Board of Directors approved a Severance Plan (the “Severance Plan”) for designated members of the senior management team, including the following named executive officers of the Company (as set forth in the Company’s Proxy Statement filed on March17, 2017): (i)Terrence Schmid, Chief Financial Officer, (ii)Michael Mooney, Chief Revenue Officer, and (iii)Trâm Phi, Senior Vice President and General Counsel.
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Under the terms of the Severance Plan, in the event of a termination of employment by the Company for any reason other than “cause” (as defined in the Severance Plan) or by the participant with “good reason” (as defined in the Severance Plan) each participating named executive officer will be entitled to receive (1)a lump sum cash payment in an amount equal to such participant’s annual base salary as in effect immediately prior to the severance date less applicable withholding taxes; (2)one year of acceleration of all outstanding equity awards, with any award subject to performance criteria for which the applicable performance period is then on-going also deemed to have been performed at the target level of achievement for such equity award, (3)a one year post-termination stock option exercise period on all outstanding stock options, and (4)reimbursement of premiums paid for health care continuation coverage for one year to the Consolidated Omnibus Budget Reconciliation Act of 1985.
For purposes of the Severance Plan, “Cause” is defined as the occurrence of any of the following:
| • | any willful, material violation by the participant of any law or regulation applicable to the business of the Company, the participant’s conviction for, or guilty plea to, a felony or a crime involving moral turpitude, or any willful perpetration by the participant of a common law fraud; |
| • | the participant’s commission of an act of personal dishonesty which involves personal profit in connection with the Company or any other entity having a business relationship with the Company; |
| • | any material breach by the participant of any provision of any agreement or understanding between the Company and the participant regarding the terms of the participant’s service as an employee, officer, director or consultant to the Company, including without limitation the willful and continued failure or refusal of the participant to perform the material duties required of such participant as an employee, officer, director or consultant of the Company, other than as a result of having a disability, or a breach of any applicable invention assignment and confidentiality agreement or similar agreement between the Company and the participant; |
| • | the participant’s disregard of the policies of the Company so as to cause loss, damage or injury to the property, reputation or employees of the Company; |
| • | failure by the participant to substantially perform, or gross negligence in the performance of the participant’s duties after there has been delivered to the participant written demand for performance which describes the specific deficiencies in the participant’s performance and the specific manner in which performance must be improved, and which provides thirty (30)days from the date of notice to remedy performance deficiencies subject to remedy; or |
| • | any other misconduct by the participant which is materially injurious to the financial condition or business reputation of, or is otherwise materially injurious to, the Company. |
For purposes of the Severance Plan, “Good Reason” is defined as the occurrence, without the affected executive’s written consent, of any of the following:
| • | a material diminution in the participant’s annual base salary, annual bonus opportunity, or long-term incentive opportunity; |
| • | any action or inaction that constitutes a material breach by the Company of the Severance Plan; or |
| • | a material change (defined for this purpose to mean a change greater than 30 miles from the participant’s current principal place of employment) in the geographic location of the participant’s principal place of employment. |
In the event of a Change in Control (as defined in the Company’s Change in Control Plan), the Severance Plan will terminate and the terms of the Change in Control Plan will apply in the event of a qualifying termination. A participant’s right to receive benefits under the Severance Plan is contingent upon the participant’s timely execution of a binding severance and release agreement (which includes customary release, covenant not-to-sue, non-disparagement, non-solicitation and proprietary information provisions). The Severance Plan terminates on August15, 2018.
The foregoing description is qualified in its entirety by reference to the full text of the Severance Plan attached hereto as Exhibit99.7, which is incorporated herein by reference.
Item 5.02. RegulationFD Disclosure
A copy of the press release announcing Mr.Hylen and Mr.Bettencourt’s appointments is furnished as Exhibit99.1 to this Current Report on Form8-K and is hereby incorporated by reference into this Item 5.02. In accordance with General InstructionB.2 of Form8-K, the information contained in this Item 5.02 and the press release are being furnished under Item 5.02 of Form8-K and shall not be deemed “filed” for purposes of Section18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liabilities of that section, nor shall such information and exhibit be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
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Item 5.02 Financial Statements and Exhibits.
(d) Exhibits.
|
Exhibit Number |
Description |
| 99.1 | Press Release issued by Imperva, Inc. dated August10, 2017. |
| 99.2 | Offer Letter dated August10, 2017 by and between Imperva, Inc. and Christopher Hylen. |
| 99.3 | Imperva, Inc. 2017 Senior Management Bonus Plan (incorporated by reference to Exhibit10.17 to the Company’s Annual Report on Form10-K for the fiscal year ended December31, 2016 filed by the Company on February27, 2017 (File No.001-35338). |
| 99.4 | Imperva, Inc. Change in Control Plan and Form Notice of Participation (incorporated by reference to Exhibit10.26 to the Company’s Annual Report on Form10-K for the fiscal year ended December31, 2011 filed by the Company on March28, 2012 (File No.001-35338)). |
| 99.5 | Form of Amended and Restated Indemnification Agreement (incorporated by reference to Exhibit10.4 to Amendment No.4 to the Company’s Registration Statement on FormS-1 filed by the Company on October28, 2011 (File No.333-175008)). |
| 99.6 | 2015 Equity Inducement Plan, as amended, and forms of agreement and subplan thereunder (incorporated by reference to Exhibit99.1 to the Company’s Registration Statement on FormS-8 filed by the Company on August10, 2017 (File No.333-219850)). |
| 99.7 | Imperva, Inc. Severance Plan. |
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IMPERVA INC ExhibitEX-99.1 2 d298968dex991.htm EX-99.1 EX-99.1 Exhibit 99.1 Imperva Names Christopher Hylen as President and CEO as Part of Leadership Transition Anthony Bettencourt to Remain with the Company as Vice President of Customer Engagement and Chairman of the Board of Directors REDWOOD SHORES,…To view the full exhibit click here
About Imperva, Inc. (NASDAQ:IMPV)
Imperva, Inc. provides cyber-security solutions that protect business-critical data and applications whether in the cloud or on premises. The Company operates in the segment of development, marketing, sales, service and support of cyber-security solutions that protect business critical data and applications whether in the cloud or on premises. The Company’s products include its Imperva SecureSphere platform for enterprise data centers, and Imperva Incapsula and Imperva Skyfence offerings for cloud-based security services. Its Imperva SecureSphere platform provides database, file and Web application security across various physical and virtual systems in data centers. Its Imperva Incapsula product line provides cloud-based Website security, denial of service protection and performance solutions. Its Imperva Skyfence product line provides visibility into, and control over, cloud and Software-as-a-Service (SaaS) applications, including shadow information technology (IT).
