Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 8, 2022, the Compensation Committee (the "Committee") of the Board
of Directors of Zendesk, Inc. (the "Company") approved and adopted the Zendesk,
Inc. Death and Leave of Absence Policy (the "Policy"). The Policy provides for
the accelerated vesting of all outstanding unvested time-based equity awards
(the "Time-Based Equity Awards") held by the Company's employees or non-employee
directors (the "Eligible Parties") and the continued vesting of all outstanding
performance-based equity awards held by the Eligible Parties. Vesting for the
Time-Based Equity Awards shall accelerate in an amount up to (i) $1,000,000 in
Value (as defined in the Policy) for a Non-Section 16 Officer (as defined in the
Policy) and (ii) $3,000,000 for a Section 16 Officer (as defined in the Policy).
In addition, the Policy provides that any equity awards that vest based on the
achievement of performance metrics and that are outstanding and held by such
individual immediately prior to such individual's death will remain outstanding
and eligible to performance vest in accordance with their terms and conditions
based upon achievement of the applicable performance condition and subject to
the Company's certification of the performance metric attainment in accordance
with the terms and conditions of such award; provided that any service-based
vesting requirements shall be deemed accelerated and vested on the applicable
date that the performance metrics are determined to be achieved in an amount
after giving effect to the acceleration of Time-Based Equity Awards. Under the
Policy, if the individual is an employee that is eligible to receive an annual
target bonus, such individual shall be eligible to receive a pro-rata portion of
their target annual bonus (if applicable), to be paid out within 60 days after
the individual's date of termination due to death.
The Policy will apply to all outstanding equity awards issued under the
Company's 2014 Stock Option and Incentive Plan (the "Plan") as of the date of
the Policy's adoption and to all future equity awards issued under the Plan for
so long as the Policy remains in effect. The Committee has the exclusive
authority to interpret, amend or revoke the Policy.
The foregoing description of the Policy does not purport to be complete and is
qualified in its entirety by reference to the text of the Policy and subsequent
amendments thereto, which will be filed with our Annual Report on Form 10-K for
the fiscal year ended December 31, 2021.
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