Splunk Inc. (NASDAQ:SPLK) 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.
On January8, 2018, Splunk Inc. (the “Company”) and Richard Campione, the Company’s Chief Product Officer, entered into a Transition Plan and Release Agreement (the “Agreement”) to which Mr.Campione’s employment with the Company will terminate on January31, 2018. The Agreement provides that during the period of transition, Mr.Campione will continue to receive his current base salary and continue his current participation in the Company’s annual executive bonus plan for the fiscal year ending January31, 2018 (“fiscal 2018”), benefit plans, and equity plans. The Agreement also provides, among other things, that if Mr.Campione complies with the terms of the Agreement and signs a Release Agreement, then upon his termination, he will be entitled to receive: (1)a lump sum payment equal to six months of his then-current base salary, (2)a lump sum payment equal to the unpaid portion of his annual fiscal 2018 bonus based on actual achievement of the applicable performance metrics for fiscal 2018, (3)continued health coverage for six months or until he becomes eligible for group health insurance benefits from another employer or entity, whichever occurs first, or, if providing such benefit would result in an excise tax to the Company, a lump sum payment of $12,000 subject to certain terms set forth in the agreement, (4)six months accelerated vesting with respect to all equity awards (consisting of restricted stock units and performance units) held by Mr.Campione, and (5)Company-paid outplacement benefits for up to six months following Mr.Campione’s termination. With respect to his fiscal 2018 performance units (the “PSU”), the number of shares that will become earned and eligible to vest under the PSU agreement will be calculated based on actual performance during fiscal 2018 as determined by the Compensation Committee of the Company’s Board of Directors following the completion of the Company’s annual financial statement audit for fiscal 2018, which is expected to occur in late March2018. The earned PSU shares will be eligible to vest as set forth under the PSU agreement as to 25% of the earned PSU shares that otherwise would have vested on March10, 2018 plus an additional 1/16th of the earned PSU shares that otherwise would have vested on June10, 2018.
