Item 1.01 Entry into a Material Definitive Agreement.
On
Item 2.01 Completion of Acquisition or Disposition of Assets.
On
Item 5.02 Departure of Directors or Certain Officers; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. OnOctober 4, 2021 ,Alexa King notified the Company of her decision to step down as the Company's Executive Vice President, Corporate and Legal Affairs, General Counsel, and Secretary, effectiveNovember 1, 2021 .Ms. King's decision was not the result of any disagreement with the Company but rather a desire to pursue other opportunities and interests. The Company thanksMs. King for almost a decade of exemplary service to the Company as the first and only General Counsel in the Company's history, managing the legal, stock, privacy and government affairs functions from before the Company's initial public offering in 2013 through the Company's completed divestiture of its FireEye Products business announced today.Richard Meamber , the Company's Senior Vice President, Legal and Deputy General Counsel, has been appointed as Interim General Counsel, effectiveNovember 1, 2021 . EffectiveOctober 6, 2021 , the Company entered into a transition agreement withMs. King (the "Transition Agreement") that provides thatMs. King will provide transition services to the Company as a strategic advisor beginning onNovember 1, 2021 (the "Transition Date") through at leastMarch 1, 2022 , with the possibility of continuing these services past such date if the parties mutually agree (the final dateMs. King provides services, the "End Date"). In consideration for such services and a general release of claims,Ms. King will receive (i) a monthly cash payment in an amount equal to her current monthly salary, for the period from the Transition Date through the End Date, (ii) continued provision of benefits through the Transition Date (if possible for an independent contractor) or a cash payment that is sufficient, after payment of taxes on such amount, to pay any applicable premiums for health care continuation coverage (through COBRA or otherwise) through the Transition Date, (iii) a cash bonus for fiscal 2021, payable before or onFebruary 15, 2022 , to be determined by the Board of Directors of the Company (the "Board") or the Compensation Committee of the Board with the corporate portion of such bonus determined on the same basis as for the Company's then-active Executive Vice Presidents and any individual portion determined by the Company's Chief Executive Officer but at no less than target, and (iv) continued vesting of all outstanding equity awards through the End Date with any performance-based equity awards deemed earned at the same level as for other individuals who have awards of the same type. The receipt of any bonus under (iii) and the release of any performance-based equity compensation inFebruary 2022 is additionally contingent onMs. King entering into additional releases of claims, as applicable, not earlier than the day prior to the dates such benefits are provided.
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A copy of the Transition Agreement is filed herewith as Exhibit 10.1. The foregoing description of the Transition Agreement is a summary only and is qualified in its entirety by the full text of the Transition Agreement, which is incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
On
Item 9.01 Financial Statements and Exhibits. (b) Pro Forma Financial Information The pro forma financial information required by Item 9.01(b) of Form 8-K is attached hereto as Exhibit 99.2 and is incorporated herein by reference. (d) Exhibits Exhibit No. Description 2.1 Amendment to Asset Purchase Agreement, dated as of October 8 , 2021, by and between the Company and Magenta Buyer LLC * 10.1 Transition Agreement between the Company andAlexa King , effective as of October 6 , 2021 ** 99.1 Press release dated October 8, 2021 99.2 Unaudited pro forma condensed balance sheet and combined statements of income of the Compan y 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
* The schedules and other attachments to this exhibit have been omitted. The
Company agrees to furnish a copy of any omitted schedules or attachments to the
** Indicates a management contract or compensatory plan or arrangement.
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