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
join the Company in her new role by
Agarwal
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.
operational experience in the high growth Technology, Media, Telecommunications
industries, both as an advisor and senior executive.
served as the Senior Vice President of Corporate Development and Investor
Relations at Hewlett Packard Enterprise, a Fortune 500 technology company, from
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,
institutional investors and asset managers and led HPE’s socially responsible
investing strategy. Prior to HPE,
several global investment banks, including
Indie Semiconductor and
nominating and governance committee for PWP Forward Acquisition Corp. I. Ms.
Parekh earned a Bachelor of Commerce degree from
Chartered Accountant and alumna of
In connection with her appointment as Chief Financial Officer,
an offer letter (the “Offer Letter”) that provides for a starting annual base
salary of
opportunity equal to 100% of
terms of the Company’s Executive Incentive Plan. As a member of the Company’s
executive team, the achieved portion of
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
Grant will vest as to 25% of the RSUs on
20, 2023
vesting date.
The Offer Letter also provides for a grant of performance-based RSUs having an
aggregate value of
CFO Performance-Based Equity Grant will vest as to 25% of the RSUs on
2023
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
York Stock Exchange
Acceleration Policy, as amended (“EAP”), under which
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
installments, each having an aggregate value of
within seven days after
the second to be paid on
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
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consecutive calendar days of
Bonus she receives if, within two years from her start date, (i)
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
Francisco Bay Area
Francisco Bay Area
The Company will pay for, or reimburse,
incurs on or before
for her and her family, including the reasonable cost of such temporary housing
through
and moving-related expenses (but excluding any costs or other expenses to the
sale or purchase of her permanent residence).
reimbursement of up to
affiliated documents.
If
as a result of her death or “disability” (as defined in the EAP)) or she
terminates her employment for “good reason,” then
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
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
(iii) the date on which
cease to be eligible under COBRA; provided, however, that if we determine that
we cannot make these COBRA reimbursements without potentially violating
applicable law,
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
that is six months following
The foregoing description of
her employment and treatment of
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
was filed as Exhibit 10.7 to the Company’s Annual Report on Form 10-K filed on
incorporated herein by reference.
The Company will enter into its standard form of indemnification agreement with
Report on Form 10-K filed on
Other than the indemnification agreement described in the preceding sentence,
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
appointed as Chief Financial Officer, and there are no family relationships
between
A copy of the news release issued by the Company on
Parekh’s
99.1 .
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Appointment of New President
On
Operating Officer, has also been appointed as the President of the Company,
effective immediately.
the past twenty years,
AT&T, a multinational telecommunications company. Most recently, he served as
Head of AT&T Network Infrastructure & Build from
Executive Vice President Chief Product & Platform Officer from
2017
2016
Marketing and Philosophy from
from The
In connection with his appointment as President,
increase to his annual base salary, for a new annual base salary of
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
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.
value of
performance-based RSUs having an aggregate value of
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
15 consecutive calendar days of
The Time-Based Equity Grant will vest as to 25% of the RSUs on
2023
vesting date (
following 3-year period, provided
Company through the applicable vesting date.
The President Performance-Based Equity Grant will vest as to 25% of the RSUs on
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
indemnification agreement, a copy of which was filed as Exhibit 10.7 to the
Company’s Annual Report on Form 10-K filed on
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
any other persons pursuant to which
there are no family relationships between
. . .
Item 9.01 Financial Statements and Exhibits (d) Exhibits Exhibit No. Description 99.1 News release ofRingCentral, Inc. datedMay 9, 2022 announcing the appointment of Ms. Patekh as Chief Financial Officer andMr. Katibeh as President. 104 Cover Page Interactive Data File (formatted as inline XBRL).
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