Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On February 16, 2022, the Compensation and People Committee of the Board of
Directors (the "Committee") of Palo Alto Networks, Inc. (the "Company") adopted
a Continued Service Policy (the "Policy"), which will be administered by the
Committee or the Company's Board of Directors (the "Administrator"). The
Committee adopted this discretionary policy as an additional tool to serve
several critical interests when circumstances warrant. These interests include
maintaining distinctive executive ability; providing continuity of expertise in
servicing our customers; minimizing the business disruption that can follow
executive attrition; and solidifying succession planning.
The Policy is summarized as follows. Employees holding the title of Senior Vice
President or higher ("Eligible Employees") are eligible for continued vesting of
equity awards if the Eligible Employee (i) voluntarily resigns from full-time
employment; (ii) has attained the age of 55 years and has been continuously
employed by the Company as a full-time employee for at least five years as of
the date of such resignation or has been continuously employed by the Company as
a full-time employee for at least 10 years as of the date of such resignation or
transition; and (iii) maintains a continued service relationship with the
Company, including by transitioning employment to an advisory role, whether as
employee or independent contractor. Eligible Employees are not guaranteed
benefits under the Policy. Each award of benefits under the Policy will be
individually assessed and determined by the Administrator, including the
determination of which equity awards that will be subject to continued vesting
and the term and conditions related thereto. Eligible Employees will enter into
a continued service agreement with the Company in a form approved by the
Administrator.
On February 18, 2022, the Company entered into an Addendum to Employment Offer
Letter with each of Mr. Dipak Golechha, the Company's Chief Financial Officer,
and Mr. William "BJ" Jenkins, the Company's President. Pursuant to the terms of
each of the addenda, in the event that there is a "change in control" of the
Company, and we, or our successor, terminates the executive's employment other
than for "cause" or the executive terminates his employment for "good reason",
within 12 months following the "change in control" (provided that he executes an
appropriate release and waiver of claims), the executive will be entitled to
receive (i) a lump sum payment equal to his then-current annual base salary;
(ii) 100% of his target incentive compensation for that fiscal year;
(iii) reimbursement of 12 months of COBRA premiums; and (iv) accelerated vesting
of any then outstanding unvested time-based equity awards, equal to the number
of shares that would vest by the 12 month anniversary of his last date of
employment.
The foregoing descriptions of the Policy and addenda are not complete and are
qualified in their entirety by reference to the Policy and addenda, copies of
which the Company intends to file as an exhibit to a subsequent periodic report.
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