Item 1.02. Termination of a Material Definitive Agreement

On December 18, 2019 (the "Effective Date"), Palo Alto Networks, Inc. (the "Company") executed lease termination agreements (the "Lease Termination Agreements") with SI 34 LLC ("Landlord") (a) to terminate the Lease Agreement, dated September 17, 2012, (the "4301 Lease"), as amended by the First Amendment to Lease, dated December 11, 2012, by and between the Company and Landlord, for the lease of approximately 150,128 square feet of office space at 4301 Great America Parkway, Santa Clara, California, part of the Company's former headquarters, effective as of the Effective Date and (b) to terminate the Lease Agreement, dated September 17, 2012 (the "4401 Lease" and together with the 4301 Lease, the "Leases"), as amended by the First Amendment to Lease, dated December 11, 2012, by and between the Company and Landlord, for the lease of approximately 151,035 square feet of office space at 4401 Great America Parkway, Santa Clara, California (together with the office space at 4301 Great America Parkway, Santa Clara, California, the "Premises"), part of the Company's former headquarters, effective as of the Effective Date.

The Leases were set to expire on July 31, 2023. Under each of the Lease Termination Agreements, the Company is required to pay to Landlord (a) a termination fee of $12,500,000 payable in fourteen equal quarterly installments (with the first installment to be paid on or before April 30, 2020) and (b) a restoration fee of $150,000 payable within five business days of the Effective Date. Landlord will return the Company's security deposits under the Leases within five business days after the Company has paid the restoration fees and surrendered the Premises. Upon the Effective Date, the Company will be released from all of its obligations under each Lease, except for certain indemnification obligations as set forth in the Lease Termination Agreements.

The foregoing description of the Lease Termination Agreements do not purport to be complete and are qualified by reference to the Lease Termination Agreements, complete copies of which are attached as Exhibit 10.1 and 10.2 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.




(d):Exhibits

 Exhibit
   No.           Description of Exhibit

   10.1            Lease Termination Agreement, dated December 17, 2019, by and
                 between the Registrant and SI 34 LLC.

   10.2            Lease Termination Agreement, dated December 17, 2019, by and
                 between the Registrant and SI 34 LLC.

   104           Cover Page Interactive Data File (formatted as inline XBRL)

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