Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.





(e)



Fiscal 2021 Compensation

On June 1, 2020, the Compensation Committee (the "Committee") of the Board of Directors of NetApp, Inc. (the "Company") approved the fiscal year 2021 ("FY 21") terms of cash compensation for the named executive officers identified below in the amounts reflected below. All target incentive compensation awards and salaries are unchanged from fiscal year 2020.





         Named Executive Officer               FY 21 Salary       FY 21 Target Incentive
                                                                  Compensation Award (1)
George Kurian                                    $950,000                  170%
Chief Executive Officer and President
Michael Berry                                    $600,000                  110%
Executive Vice President and Chief
Financial Officer
Bradley Anderson                                 $550,000                  110%
Executive Vice President, Hybrid Cloud
Group
Matthew K. Fawcett                               $548,000                  80%
Senior Vice President, General Counsel and
Secretary
(1)        Expressed as a target percentage of base salary. Incentive compensation for the
           Company's named executive officers will be established pursuant and subject to
           the terms of the Company's Executive Compensation Plan.

Performance-Based Restricted Stock Units

On June 1, 2020, the Committee approved the terms of performance-based restricted stock units that are expected to be granted on July 1, 2020 under a form of Restricted Stock Unit Agreement (Performance-Based) (the "PBRSU Agreement"). The PBRSU Agreement has terms that are substantially consistent with the terms contained in the form of Restricted Stock Unit Agreement (Performance-Based) included as an exhibit to the Company's Form 8-K filed on June 26, 2015 (the "Original Agreement"), subject to the following changes:



   •  The performance period will be three years, subject to earlier termination
      under circumstances described in the PBRSU Agreement, and such circumstances
      are consistent with the provisions of the Original Agreement.


   •  If the executive takes an approved leave of absence of 6 months or more
      during the performance period, then the number of restricted stock units
      ("RSUs") will be pro-rated based on the number of months that the executive
      was not on the leave of absence.


   •  100% of the target number of RSUs will become eligible to vest based upon
      the Company's position in a percentile ranking of certain benchmark peers of
      the Company based on the Company's Total Stockholder Return (as such term is
      defined in the PBRSU Agreement) compared to such peers' total stockholder
      return.


   •  The performance level necessary to achieve the maximum level of achievement
      for this performance metric and the percentage of RSUs that become eligible
      to vest upon satisfying the threshold target for this performance metric
      have been revised from the values shown in the Original Agreement.

The foregoing summary of the PBRSU Agreement does not purport to be complete and is qualified in its entirety by the full text of the PBRSU Agreement, a copy of which will be filed with the Company's Quarterly Report on Form 10-Q for the quarter ending July 31, 2020.

Form of Restricted Stock Unit Agreement

On June 1, 2020, the Committee approved a revised form of Restricted Stock Unit Agreement (the "RSU Agreement"). The RSU Agreement has terms that are substantially consistent with the terms contained in the form of Restricted Stock Unit Agreement (Employees) included as an exhibit to the Company's Form 10-K filed on June 18, 2019.



   •  If a participant's service is terminated due to his or her Retirement (as
      such term is defined in the RSU Agreement), an additional number of RSUs
      will vest on the termination date equal to the number of RSUs that would
      have otherwise vested on the next scheduled vesting date, multiplied by a
      fraction with a numerator equal to the number of completed calendar

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      months between the award's most recent vesting date (or the vesting
      commencement date if no vesting date has occurred) and the termination date,
      and a denominator equal to 12, with the result rounded down to the nearest
      whole RSU.

The foregoing summary of the RSU Agreement does not purport to be complete and is qualified in its entirety by the full text of the RSU Agreement, a copy of which will be filed with the Company's Quarterly Report on Form 10-Q for the quarter ending July 31, 2020.

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