MODEL N, INC. (NYSE:MODN) Files An 8-K Results of Operations and Financial Condition

Item 2.02.

On May 8, 2017, Model N, Inc. issued a press release announcing
its financial results for the second quarter fiscal year 2017,
which ended March 31, 2017. A copy of the press release is
attached as Exhibit 99.1 to this current report on Form 8-K and
is incorporated by reference herein.

The information contained in this Item 2.02 of this current
report on Form 8-K and the exhibits 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, except
as shall be expressly set forth by specific reference in such a
filing.

(b) On May 5, 2017, Mark Tisdel, Model Ns Senior Vice President
and Chief Financial Officer, provided notice to Model N of his
intention to resign from Model N, effective as of May 29, 2017.

(c) On May 7, 2017, Model Ns board of directors appointed David
Barter as Senior Vice President and Chief Financial Officer of
Model N, effective as of May 10, 2017, to replace Mr. Tisdel in
such role. Mr. Tisdel will remain with Model N through May 29,
2017 to assist with the transition.

From September 2013 to May 2017, Mr. Barter, age 45, served as
Vice President of Finance of Guideware Software Inc., a software
company focused on property and casualty insurance. From February
2010 to September 2013, Mr. Barter served as Chief Financial
Officer of Microsoft Financing, a captive finance business unit
of Microsoft Corporation. Mr. Barter holds a BBA in Finance and
Philosophy from the University of Notre Dame and an MBA from
Northwestern University – Kellogg School of Management.

Mr. Barter will receive an annual base salary of $310,000, an
award of restricted stock units having a value of $100,000, which
award will vest as to 50% on October 31, 2017, an award of
restricted stock units having a value of $825,000, which award
will vest over four years in equal annual installments beginning
on May 15, 2017, and an award of performance-based RSUs having a
value of $275,000, which award will vest as to 50% on each of
February 15, 2019 and February 15, 2020, subject to certain
performance criteria. Mr. Barter will also be eligible to receive
a cash bonus of up to $155,000, subject to the achievement of
certain performance criteria.

Model N will enter into its standard form of Indemnity Agreement
and Change in Control and Severance Agreement (the Severance
Agreement) with Mr. Barter. to the Indemnity Agreement, subject
to the exceptions and limitations provided therein, Model N will
agree to hold harmless and indemnify Mr. Barter to the fullest
extent authorized by its certificate of incorporation, bylaws and
Delaware law, and against any and all expenses, judgments, fines
and settlement amounts actually and reasonably incurred by him in
connection with any threatened, pending or completed action, suit
or proceeding arising out of his services as an executive
officer. The form of Indemnity Agreement is filed as Exhibit
10.01 to our Form S-1 Registration Statement filed on March 12,
2013.

to the Severance Agreement, in exchange for a customary release
of claims, upon a qualifying termination, which means a
termination by us without cause or a termination by the executive
officer for good reason, outside of a change in control (each as
defined in the Severance Agreement): (i) a lump sum severance
payment of six months of base salary and (ii) payment of premiums
for continued medical benefits (or equivalent cash payment if
applicable law so requires) for up to six months. If the
executive officer is subject to a qualifying termination within
the 12 months following a change in control, the Severance
Agreement provides the following benefits to such individual in
exchange for a customary release of claims: (i) a lump sum
severance payment of six months of base salary, (ii) 50%
acceleration of any then-unvested equity awards and (iii) payment
of premiums for continued medical benefits (or equivalent cash
payment if applicable law so requires) for up to six months. The
form of Severance Agreement is filed as Exhibit 10.01 to our
Current Report on Form 8-K filed on February 6, 2017.

(d) Effective May 4, 2017, our board of directors elected Baljit
Dail to serve as a Class II director whose term will expire at
our 2018 annual meeting of stockholders. We anticipate that Mr.
Dail will also serve as a member of one or more committees of our
board of directors, which we will determine at a later time.
There are no arrangements or understanding between Mr. Dail and
any other persons to which Mr. Dail was named as a director.

Mr. Dail will be eligible to receive an annual award of
restricted stock units having a value of $100,000. In addition,
Mr. Dail will be eligible to receive annual awards of restricted
stock units having a value of $30,000 as a retainer for board
service and

additional awards of restricted stock units for committee
service, as applicable. Annual awards are granted as of the date
of the companys annual meeting of stockholders and vest as to 25%
quarterly as of the 15th day of May, August, November and
February.

For the period beginning May 4, 2017 and ending at our 2018
annual meeting of stockholders, Mr. Dail will receive restricted
stock units having a value of $102,700, which reflects a prorated
portion of the annual awards he is eligible to receive and which
will vest as to 25% quarterly commencing on May 15, 2017.

Model N will enter into its standard form of Indemnity Agreement
with Mr. Dail. to this agreement, subject to the exceptions and
limitations provided therein, we will agree to hold harmless and
indemnify Mr. Dail to the fullest extent authorized by our
certificate of incorporation, bylaws and Delaware law, and
against any and all expenses, judgments, fines and settlement
amounts actually and reasonably incurred by him in connection
with any threatened, pending or completed action, suit or
proceeding arising out of his services as a director. The form of
Indemnity Agreement is filed as Exhibit 10.01 to our Form S-1
Registration Statement filed on March 12, 2013.

The following exhibits are furnished herewith:

About MODEL N, INC. (NYSE:MODN)

Model N, Inc. is a provider of revenue management solutions for life science and technology companies. The Company’s solutions enable its customers to maximize revenues and reduce revenue compliance risk by transforming their revenue life cycle from a series of tactical, disjointed operations into a strategic end-to-end process. The Company’s solutions include Revenue Enterprise Cloud, Revenue Intelligence Cloud and Revvy Revenue Management. The Company provides solutions that span the organizational and operational boundaries of functions, such as sales, marketing and finance, and serve as a system of record for revenue management processes, including pricing, contracts, rebates, incentives and regulatory compliance. The Company’s application suites are designed to work with enterprise resource planning (ERP) and customer relationship management (CRM) applications. The Company also offers implementation services, managed services, strategic services and customer support.

MODEL N, INC. (NYSE:MODN) Recent Trading Information

MODEL N, INC. (NYSE:MODN) closed its last trading session up +0.40 at 11.75 with 65,228 shares trading hands.