Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On February 28, 2022, the Compensation Committee of the Board of Directors of
Zendesk, Inc. (the "Company") adopted a form of performance restricted stock
unit award agreement (the "Award Agreement") for executive employees, to be
issued pursuant to the Company's 2014 Stock Option and Incentive Plan, as
amended from time to time (the "2014 Plan").
The Award Agreement consists of awards of performance restricted stock units
("PSUs") with respect to the common stock of the Company, $0.01 par value per
share. PSU awards made under the Award Agreement may be earned up to a specified
percentage of the Target Award (as defined in the Award Agreement) based on
achievement of the Company's total shareholder return relative to the Russell
3000 Index and annual revenue growth rate goals. Subject to the continued
employment of the executive and achievement of applicable goals set forth in the
Award Agreement, 25% of the PSUs will vest upon the first anniversary of the
vesting commencement date and the remaining 75% of the PSUs shall vest in 36
equal monthly installments thereafter.
The foregoing description of the Award Agreement does not purport to be complete
and is qualified in its entirety by reference to the copy of the Award Agreement
filed as Exhibit 99.1 to this report.
Item 9.01 - Financial Statements and Exhibits
(d) Exhibits
99.1 Form of Performance Restricted Stock Unit Award Agreement (Relative TSR
and Revenue Growth) under the Zendesk, Inc. 2014 Stock Option and
Incentive Plan.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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