RINGCENTRAL, INC. : Change in Directors or Principal Officers, Financial Statements and Exhibits (form 8-K)

Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Appointment of New Chief Financial Officer

On May 9, 2022, RingCentral, Inc. (the “Company”) announced that Sonalee Parekh has been appointed as the Company’s Chief Financial Officer. Ms. Parekh will
join the Company in her new role by May 31, 2022 (the “Effective Date”). Vaibhav
Agarwal
, the Company’s Chief Accounting Officer and interim Chief Financial
Officer, will continue to serve as interim Chief Financial Officer and Chief
Accounting Officer until the Effective Date and will continue to serve as the
Company’s Chief Accounting Officer thereafter.

Ms. Parekh, age 49, has more than 25 years of global capital markets and
operational experience in the high growth Technology, Media, Telecommunications
industries, both as an advisor and senior executive. Ms. Parekh previously
served as the Senior Vice President of Corporate Development and Investor
Relations at Hewlett Packard Enterprise, a Fortune 500 technology company, from
September 2019 to April 2022, where she oversaw critical growth initiatives,
including the M&A strategy globally, and was responsible for corporate strategy,
mergers and acquisitions, strategic investments, business integration and
performance management. In her role as Senior Vice President of Investor
Relations, Ms. Parekh worked directly with many of the world’s largest
institutional investors and asset managers and led HPE’s socially responsible
investing strategy. Prior to HPE, Ms. Parekh held senior leadership roles at
several global investment banks, including Goldman Sachs and Barclays Capital. Ms. Parekh currently serves as a director and chair of the audit committee for
Indie Semiconductor and Ms. Parekh is also currently serving as the chair of the
nominating and governance committee for PWP Forward Acquisition Corp. I. Ms.
Parekh earned a Bachelor of Commerce degree from McGill University and is a
Chartered Accountant and alumna of PricewaterhouseCoopers.

In connection with her appointment as Chief Financial Officer, Ms. Parekh signed
an offer letter (the “Offer Letter”) that provides for a starting annual base
salary of $500,000 and a quarterly management-by-objective (“MBO”) bonus
opportunity equal to 100% of Ms. Parekh’s quarterly base salary, subject to the
terms of the Company’s Executive Incentive Plan. As a member of the Company’s
executive team, the achieved portion of Ms. Parekh’s MBO bonus will be paid on a
quarterly basis in the form of fully-vested restricted stock units covering
shares of the Company’s Class A common stock (“RSUs”) in accordance with the
Company’s Key Employee Equity Bonus Plan.

The Offer Letter provides for an initial grant of time-based RSUs having an
aggregate value of $8,000,000 (the “Initial Equity Grant”). The Initial Equity
Grant will vest as to 25% of the RSUs on May 20, 2023, and, beginning on August
20, 2023
, as to 1/16th of the RSUs on each quarterly vesting date (February 20,
May 20, August 20, and November 20) during the following 3-year period, provided Ms. Parekh remains a service provider of the Company through the applicable
vesting date.

The Offer Letter also provides for a grant of performance-based RSUs having an
aggregate value of $2,000,000 (the “CFO Performance-Based Equity Grant”). The
CFO Performance-Based Equity Grant will vest as to 25% of the RSUs on May 20,
2023
, and as to the remaining 75% of the unvested RSUs over a 3-year period,
with all vesting contingent on the Company achieving performance-based metrics
determined by the Company’s board of directors on or before the date of the
Company’s release of its first quarter 2023 earnings, provided that if the
Company’s board of directors does not establish such performance-based metrics
on or prior to the release of its quarterly earnings for the first quarter of
2023, then the CFO Performance-Based Equity Grant will vest on the same 4-year
vesting schedule, and subject to the same terms and conditions, as the Initial
Equity Grant. The CFO Performance-Based Equity Grant will not be subject to any
vesting acceleration.

The value of the Initial Equity Grant and the CFO Performance-Based Equity Grant
each will be converted into a number of RSUs based upon the average closing
price of a share of the Company’s Class A common stock (as quoted on the New
York Stock Exchange
) during the first 15 consecutive calendar days of May 2022.

Ms. Parekh will become eligible to participate in the Company’s Equity
Acceleration Policy, as amended (“EAP”), under which Ms. Parekh will be entitled
to 100% acceleration of the then-outstanding unvested RSUs under the Initial
Equity Grant if she experiences a “Qualified Termination” (as defined in the
EAP).

The Offer Letter also provides for a “Sign-On Bonus” in the form of fully-vested
RSUs having an aggregate value of $2,300,000, to be paid in two equal
installments, each having an aggregate value of $1,150,000, the first to be paid
within seven days after Ms. Parekh commences her employment with the Company and
the second to be paid on November 20, 2022. The value of each installment of the
Sign-On Bonus will be converted into a number of RSUs based upon the average
closing price of a share of the Company’s Class A common stock (as quoted on the
New York Stock Exchange) during the first 15

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consecutive calendar days of May 2022 and October 2022, respectively. Ms. Parekh will be required to reimburse the Company for the total amount of the Sign-On
Bonus she receives if, within two years from her start date, (i) Ms. Parekh voluntarily terminates her employment, other than for “good reason” (as defined
in the EAP), or (ii) the Company terminates her employment for “cause” (as
defined in the Offer Letter), for failure to be primarily located in the San
Francisco Bay Area
by June 30, 2022, or for failure to relocate to the San
Francisco Bay Area
by August 31, 2022.

The Company will pay for, or reimburse, Ms. Parekh for expenses she reasonably
incurs on or before August 31, 2022, in connection with her relocation to the
San Francisco Bay Area, including (i) assistance in obtaining temporary housing
for her and her family, including the reasonable cost of such temporary housing
through November 30, 2022, and (ii) up to $60,000 of other relocation transition
and moving-related expenses (but excluding any costs or other expenses to the
sale or purchase of her permanent residence). Ms. Parekh also is entitled to
reimbursement of up to $5,000 of legal expenses related to the Offer Letter and
affiliated documents.

If Ms. Parekh’s employment is terminated by the Company without cause (including
as a result of her death or “disability” (as defined in the EAP)) or she
terminates her employment for “good reason,” then Ms. Parekh will be eligible to
receive the following payments and benefits, subject to her timely execution and
non-revocation of a release of claims:

•Cash severance equal to (i) six months of Ms. Parekh’s then-current base salary
if her employment is terminated by the Company without cause (other than as a
result of her death or disability) or by her for good reason or (ii) 12 months
of her then­current base salary if her employment is terminated by the Company
due to her death or disability, payable in semi-monthly installments;

•Reimbursement of COBRA premiums through the earliest of (i) the 12-month
anniversary of the date of the termination of employment, (ii) the date on which Ms. Parekh or her eligible dependents become covered under similar plans, or
(iii) the date on which Ms. Parekh or her eligible dependents, as applicable,
cease to be eligible under COBRA; provided, however, that if we determine that
we cannot make these COBRA reimbursements without potentially violating
applicable law, Ms. Parekh will receive a lump sum payment of $30,000, less
applicable withholding, in lieu of such COBRA reimbursement;

•Equity award vesting acceleration benefits under the EAP as follows:

•If such termination occurs within the “Change in Control Period” (as defined in
the EAP, as amended to begin 90 days prior to a “Change in Control” (as defined
in the EAP)), 100% acceleration of vesting of any then-outstanding and unvested
Company equity awards subject only to time-based vesting conditions (including
the Initial Equity Grant), or

•If such termination occurs outside of the Change in Control Period,
acceleration of vesting of the portion of any then­outstanding and unvested
Company equity awards subject to time-based vesting conditions that would have
vested if Ms. Parekh had remained employed with the Company through the date
that is six months following Ms. Parekh’s effective last day with the Company.

The foregoing description of Ms. Parekh’s compensation, terms and conditions of
her employment and treatment of Ms. Parekh upon certain termination of her
employment under certain circumstances is qualified in its entirety by (i) the
full text of the Offer Letter, which will be filed with the Company’s Quarterly
Report on Form 10-Q for the quarter ended June 30, 2022, and (ii) the EAP, which
was filed as Exhibit 10.7 to the Company’s Annual Report on Form 10-K filed on
March 1, 2022 (to be updated for any amendments described herein), which is
incorporated herein by reference.

The Company will enter into its standard form of indemnification agreement with Ms. Parekh, a copy of which was filed as Exhibit 10.8 of the Company’s Annual
Report on Form 10-K filed on March 1, 2022.

Other than the indemnification agreement described in the preceding sentence, Ms. Parekh has no direct or indirect material interest in any transaction
required to be disclosed pursuant to Item 404(a) of Regulation S-K promulgated
under the Securities Exchange Act of 1934, as amended, nor are any such
transactions currently proposed. There are no arrangements or understandings
between Ms. Parekh and any other persons pursuant to which Ms. Parekh was
appointed as Chief Financial Officer, and there are no family relationships
between Ms. Parekh and any director or executive officer of the Company.

A copy of the news release issued by the Company on May 9, 2022 announcing Ms.
Parekh’s
appointment as Chief Financial Officer is attached hereto as Exhibit
99.1 .

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Appointment of New President

On May 9, 2022, the Company announced that Mohammed Katibeh, the Company’s Chief
Operating Officer, has also been appointed as the President of the Company,
effective immediately.

Mr. Katibah has served as our Chief Operating Officer since January 2022. Over
the past twenty years, Mr. Katibeh has served in multiple leadership roles at
AT&T, a multinational telecommunications company. Most recently, he served as
Head of AT&T Network Infrastructure & Build from April 2021 to January 2022;
Executive Vice President Chief Product & Platform Officer from July 2020 to
April 2021; Executive Vice President Chief Marketing Officer from August 2017 to
July 2020; Senior Vice President – Advanced Solutions from May 2016 to July
2017
; and Vice President – Global Technology Planning from March 2014 to May
2016
. Mr. Katibeh holds a B.S. in Business with Majors in International Business
Marketing and Philosophy from Oklahoma State University and an Executive M.B.A.
from The University of Texas at DallasSchool of Management.

In connection with his appointment as President, Mr. Katibeh received a $100,000
increase to his annual base salary, for a new annual base salary of $600,000. Mr. Katibeh’s quarterly MBO bonus opportunity under the Company’s Executive
Incentive Plan remains equal to 100% of his quarterly base salary, but the
dollar amount of such MBO bonus opportunity increased as a result of the
increase to his base salary. As a member of the Company’s executive team, the
achieved portion of Mr. Katibeh’s MBO bonus will continue to be paid on a
quarterly basis in the form of fully-vested RSUs covering shares of the
Company’s Class A common stock in accordance with the Company’s Key Employee
Equity Bonus Plan.

Mr. Katibeh also received (i) a grant of time-based RSUs having an aggregate
value of $2,000,000 (the “Time-Based Equity Grant”) and (ii) a grant of
performance-based RSUs having an aggregate value of $2,000,000 (the “President
Performance-Based Equity Grant”). The value of the Time-Based Equity Grant and
the President Performance-Based Equity Grant each will be converted into a
number of RSUs based upon the average closing price of a share of the Company’s
Class A common stock (as quoted on the New York Stock Exchange) during the first
15 consecutive calendar days of May 2022.

The Time-Based Equity Grant will vest as to 25% of the RSUs on February 20,
2023
, and, beginning on May 20, 2023, as to 1/16th of the RSUs on each quarterly
vesting date (February 20, May 20, August 20, and November 20) during the
following 3-year period, provided Mr. Katibeh remains a service provider of the
Company through the applicable vesting date.

The President Performance-Based Equity Grant will vest as to 25% of the RSUs on
February 20, 2023, and as to the remaining 75% of the unvested RSUs over a
3-year period, with all vesting contingent on the Company achieving
performance-based metrics determined by the Company’s board of directors on or
before the date of the Company’s release of its first quarter 2023 earnings,
provided that if the Company’s board of directors does not establish such
performance-based metrics on or prior to the release of its quarterly earnings
for the first quarter of 2023, then the President Performance-Based Equity Grant
will vest on the same 4-year vesting schedule, and subject to the same terms and
conditions, as the Time-Based Equity Grant. The President Performance-Based
Equity Grant will not be subject to any vesting acceleration.

Other than Mr. Katibeh’s previous entry into our standard form of
indemnification agreement, a copy of which was filed as Exhibit 10.7 to the
Company’s Annual Report on Form 10-K filed on March 1, 2022, Mr. Katibeh has no
direct or indirect material interest in any transaction required to be disclosed
pursuant to Item 404(a) of Regulation S-K promulgated under the Securities
Exchange Act of 1934, as amended, nor are any such transactions currently
proposed. There are no arrangements or understandings between Mr. Katibeh and
any other persons pursuant to which Mr. Katibeh was appointed as President, and
there are no family relationships between Mr. Katibeh and any director or
. . .


Item 9.01   Financial Statements and Exhibits

(d)   Exhibits

  Exhibit
    No.            Description

  99.1               News release of RingCentral, Inc. dated May 9, 2022 announcing the
                   appointment of Ms. Patekh as Chief Financial Officer and Mr. Katibeh as
                   President.
104                Cover Page Interactive Data File (formatted as inline XBRL).


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