Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Transition of Aaron Katz as Chief Revenue Officer
On February 26, 2020, based on mutual agreement, Aaron Katz transitioned from
Chief Revenue Officer ("CRO") of Elastic N.V. ("the "Company") to an advisory
role to Shay Banon, the Company's Chief Executive Officer and Chairman.
Mr. Katz's transition from CRO is not the result of any material disagreement
with the Company relating to the Company's operations, policies or practices.
In connection with his transition from CRO, Elasticsearch Inc. and Mr. Katz
entered into a separation and transition agreement on February 25, 2020 (the
"Separation Agreement"). During the period from February 26, 2020 through
August 1, 2020 (the "Scheduled Separation Date"), Mr. Katz will continue as an
employee of Elasticsearch Inc. and provide certain transition services. Under
the Separation Agreement, Mr. Katz is entitled to the following severance
payments and benefits assuming that he remains employed with the Company through
the Scheduled Separation Date or if he is terminated without Cause (as such term
is defined in the Company's Executive Change in Control Severance Plan) prior to
the Scheduled Separation Date: (1) a lump sum cash payment equal to $165,000,
which represents six months of his annual base salary; (ii) a lump sum cash
payment in the amount of $148,500, which represents 50% of the annual target
incentive bonus for the year of Mr. Katz's termination of employment under the
Company's Executive Incentive Compensation Plan; and (iii) reimbursement of the
COBRA premiums of Mr. Katz and his dependents for up to 12 months following the
date Mr. Katz and his dependents suffer a loss of health coverage under the
Company's group health plan, subject to Mr. Katz timely electing COBRA
continuation coverage. Under the Separation Agreement, Mr. Katz's employment
will automatically terminate on the Scheduled Separation Date. The Separation
Agreement also includes, among other terms, a general release of claims in favor
of the Company and certain other parties, continued confidentiality obligations
by Mr. Katz, and a nondisparagement provision.
The foregoing summary of the Separation Agreement does not purport to be
complete and is qualified by reference to the Separation Agreement, which is
attached to this Current Report on Form 8-K as Exhibit 10.1 and is incorporated
herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit Description
10.1 Separation and Transition Agreement, dated February 25, 2020, by and
between Elasticsearch Inc. and Aaron Katz.
99.1 Press Release dated February 26, 2020.
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