Form 8-K INFOBLOX INC For: Dec 29
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E-mailUNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of
The Securities Exchange Act of 1934
December 29, 2015
Date of Report (Date of earliest event reported)
INFOBLOX INC.
(Exact name of registrant as specified in its charter)
Delaware | 001-35507 | 20-0062867 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||
3111 Coronado Drive Santa Clara, | 95054 | |||
(Address of principal executive offices) | (Zip Code) | |||
Registrant’s telephone number, including area code: (408) 986-4000
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
(c) Appointment of Officer
On January 4, 2016, Infoblox Inc. (the “Company”) announced the appointment of Janesh Moorjani as Executive Vice President and Chief Financial Officer of the Company, effective immediately.
Prior to joining the Company, from July 2013 to January 2016, Mr. Moorjani, age 43, served in the finance organization at VMware, Inc., a provider of virtualization infrastructure solutions for information technology, where he served most recently as a Senior Vice President since January 2015. From October 2004 to June 2013, Mr. Moorjani served in a number of finance and sales-related roles at Cisco Systems, Inc., a provider of networking solutions, including Managing Director of India Sales from August 2011 to June 2013 and Managing Director of APAC Sales from August 2009 to July 2011. Mr. Moorjani previously served as a vice president of finance at PTC Inc. and as a vice president at Goldman Sachs & Co. Mr. Moorjani holds a Bachelor of Commerce degree from Sydenham College of Commerce and Economics of Bombay University and an M.B.A. from The Wharton School, University of Pennsylvania.
Mr. Moorjani’s offer letter, dated November 19, 2015, provides for an initial annual base salary of $430,000, on-target incentive pay of $258,000, a performance bonus of $400,000 (with one-half payable upon commencement of employment and one-half earned upon completion of milestones to be mutually agreed within 60 days of his start date and payable upon the first anniversary of his continuous employment, and repayable to the Company if he voluntarily leaves the Company within one year of his employment start date), and eligibility under the Company’s benefits plans. Additionally, pursuant to the offer letter, the Company has agreed to enter into its standard form of Change in Control Severance Agreement for executive vice presidents of the Company with Mr. Moorjani. The foregoing description is qualified in its entirety by the full text of Mr. Moorjani’s offer letter which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein. The Company also intends to enter into its standard form of Indemnity Agreement for officers and directors, which was filed as Exhibit 10.1 to the Company’s Form S-1 (Registration No. 333-178925) filed on April 9, 2012 and is incorporated by reference herein. The Company’s form of Change in Control Severance Agreement was filed as Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q filed on March 6, 2015 and is also incorporated by reference herein.
In addition, Mr. Moorjani will be granted 150,000 restricted stock units (the “RSUs”) pursuant to the terms of the Company’s 2012 Equity Incentive Plan. The RSUs will be subject to the standard terms and conditions of the Company’s form of RSU award agreement. The RSUs will vest as to 25% on the 15th of the month following the anniversary of the grant date and the remaining 75% of the RSUs will vest in equal installments over the next six semi-annual periods thereafter.
(e) Compensation of Officer
On December 29, 2015, the Compensation Committee of the Company’s Board of Directors approved the Company entering into a separation agreement with Remo E. Canessa, former Chief Financial Officer of the Company, that provides for, among other things, him continuing as an Executive Advisor to the Company until April 4, 2016 under his current compensation arrangements, and then following the termination of his employment by the Company on April 4, 2016, the Company paying his base salary for three months, accelerating vesting with respect to his equity awards by three months and extending the term of the stock options previously granted to him by three months. The foregoing descriptions are qualified in their entirety by the full text of Mr. Canessa’s separation agreement which is filed as Exhibit 10.2 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. | Exhibit Title |
10.1 | Offer Letter to Janesh Moorjani from the Company, dated November 19, 2015 |
10.2 | Separation Agreement between Remo E. Canessa and the Company, dated December 30, 2015 |
99.1 | Press release announcing the appointment of Janesh Moorjani as Chief Financial Officer, dated January 4, 2016. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
INFOBLOX INC. | ||
Date: January 4, 2016 | /s/ Stephen Yu | |
By: | Stephen Yu | |
Executive Vice President and General Counsel | ||
Exhibit Index
Exhibit No. | Exhibit Title |
10.1 | Offer Letter to Janesh Moorjani from the Company, dated November 19, 2015 |
10.2 | Separation Agreement between Remo E. Canessa and the Company, dated December 30, 2015 |
99.1 | Press release announcing the appointment of Janesh Moorjani as Chief Financial Officer, dated January 4, 2016. |
Infoblox Inc.
3111 Coronado Drive
Santa Clara, CA 95054
November 19, 2015
Janesh Moorjani
Dear Janesh,
I am pleased to offer you a position with Infoblox Inc. (the “Company”) as Executive Vice President and Chief Financial Officer. This position reports to Jesper Andersen, President and Chief Executive Officer, and will be based in our Corporate offices in Santa Clara, California.
While you render services to the Company, you will not engage in any other employment, consulting or other business activity that would create a conflict of interest with the Company. We also ask that, if you have not already done so, you disclose to the Company any and all agreements relating to your prior employment that may affect your eligibility to be employed by the Company or limit the manner in which you may be employed. It is the Company’s understanding that any such agreements will not prevent you from performing the duties of your position and you represent that such is the case.
We have structured an offer package for you that consist of the following components. The Company reserves the right to change or otherwise modify, in its sole discretion, the following terms of employment:
1. | Salary: You will receive an annual salary of $430,000 less payroll deductions and all required withholdings, which will be paid semi-monthly in accordance with the Company's normal payroll procedures. This salary will be subject to adjustment pursuant to the Company’s employee compensation policies in effect from time to time. |
2. | Bonus Opportunity: In addition, you will be eligible to receive a non-guaranteed, discretionary quarterly bonus with a target of 60% of eligible earnings. 80% of the payment of the bonus will be paid quarterly and is dependent upon attainment of internal quarterly company goals (pro-rated for the current period). 20% will be dependent upon satisfactory completion of your annual MBO’s tied to executive team objectives which will be provided to you in advance. This MBO portion is paid annually. The bonus will be paid in the next available payroll after the Company’s books have been closed for the quarter and/or fiscal year as appropriate. To be eligible for payment you must be actively employed at the time of payment. Please note that no payouts are guaranteed and that the plan may be amended, terminated or replaced from time-to-time, with or without notice, by the Company’s Compensation Committee. |
3. | Performance Bonus: Infoblox will provide you with a performance bonus in the amount of $400,000, less payroll deductions and required withholdings, with one-half payable upon your commencement of employment and the other one-half to be earned upon completion of milestones to be mutually agreed within 60 days of your start date and payable on the first anniversary of your continuous employment. You agree that if you voluntarily leave the Company within one year from your employment commencement date, you will forfeit such performance bonus and will reimburse the Company the total performance bonus amount previously paid to you. |
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4. | Equity: We will recommend the following to the Board of Directors of the Company (the “Board”), pursuant to the terms and conditions set forth in the Company’s 2012 Equity Incentive Plan (the “Equity Plan”): |
• | Restricted Stock Units: An award of one hundred fifty thousand (150,000) Restricted Stock Units (“RSUs”). Twenty-five percent (25%) of the RSUs will vest on the 15th of the month following the anniversary of the grant date. The remaining seventy-five percent (75%) of the RSUs will vest on a semi-annual basis over the following three years. |
Vesting is contingent on your continued service to the Company or its subsidiaries. Grants and awards are subject to approval by the Board or a committee appointed by the Board. As such, this letter is not intended to create any obligation on the part of the Company. Further details on the Equity Plan and any specific grant or award to you will be provided following approval by the Board or Board committee.
5. | Employee Stock Purchase Plan (ESPP): In accordance with the 2012 Employee Stock Purchase Plan, you may also be eligible to participate in the Company’s ESPP during the next enrollment period after your hire date. Enrollment periods are June 1 - 20 and December 1 - 20. Advance notification will be provided. |
6. | Change in Control / Severance: You are also being offered the Company’s standard Change In Control Severance Agreement for Executive Vice Presidents, which is being provided under separate cover. |
7. | Tax Matters - Withholding: All forms of compensation referred to in this letter are subject to reduction to reflect applicable withholdings and payroll taxes, and other deductions required by law. |
8. | Tax Advice: You are encouraged to obtain your own tax advice regarding your compensation from the Company. You agree that the Company does not have a duty to design its compensation policies in a manner that minimizes your tax liabilities, and you will not make any claim against the Company or the Board related to tax liabilities arising from your compensation. |
9. | Proprietary Information and Inventions Agreement: Like all Company employees, you will be required, as a condition of your continued employment with the Company, to adhere to the Company’s standard Proprietary Information and Inventions Agreement. |
10. | Benefits: As a U.S. company employee, you will be eligible to enroll for all standard benefits according to the Company’s U.S. benefits plans beginning first of the month or first of the month following date of hire. Standard benefits include: vacation, sick leave, holidays, medical/dental/vision insurance, life insurance, disability insurance, 401(k) plan, and Section 125 cafeteria plan for those employees with full-time status (30 hours or more). For offers of employment less than 30 hours per week a benefits plan will be provided separately. |
11. | At-Will Employment: While we look forward to a long and profitable relationship, should you decide to accept our offer, you will be an at-will employee of the Company, which means the employment relationship can be terminated by either of us for any reason, at any time, with or without prior notice and with or without cause. Any statements or representations to the contrary (and, indeed, any statements contradicting any provision in this letter) should be regarded by you as ineffective. Further, your participation in any stock or benefit program is not to be regarded as assuring you of continuing employment for any particular period of time. Any modification or change in your at will employment status may only occur by way of a written employment agreement signed by you and the Chief Executive Officer of the Company. |
12. | Interpretation, Amendment and Enforcement: This letter agreement and documents referenced herein constitute the complete agreement between you and the Company, contain all of the terms of your employment with the Company and supersede any prior agreements, representations or understandings (whether written, oral or implied) between you and the Company. This letter agreement may not be amended or modified, except by an express written agreement signed by both you and a duly authorized officer of the Company. |
13. | Reference/Background Checks: This offer is contingent upon a satisfactory verification of references, criminal, education, driving and/or employment background. To expedite this process you are required to complete an application form and reference/background check authorizations. This offer can be rescinded at any time based upon data received in the verification, in the sole judgment of the Company. |
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14. | Confidentiality: As an employee of the Company, you will have access to certain confidential information of the Company and you may, during the course of your employment, develop certain information or inventions that will be the property of the Company. To protect the interests of the Company, you will need to sign the Company's standard "Proprietary Information and Inventions Agreement" as a condition of your employment. A copy of the standard Proprietary Information and Inventions Agreement is enclosed for your review and signature. |
We wish to impress upon you that we do not want you to, and we hereby direct you not to bring with you any confidential or proprietary material of any former employer or to violate any other obligations you may have to any former employer. During the period that you render services to the Company, you agree to not engage in any employment, business or activity that is in any way competitive with the business or proposed business of the Company. You will disclose to the Company in writing any other gainful employment, business or activity that you are currently associated with or participate in that competes with the Company. You will not assist any other person or organization in competing with the Company or in preparing to engage in competition with the business or proposed business of the Company. You represent that your signing of this offer letter, the Company's Proprietary Information and Inventions Agreement and any other agreements with the Company, and your commencement of employment with the Company will not violate any agreement currently in place between yourself and current or past employers.
15. | Arbitration: You and the Company agree to submit to mandatory binding arbitration any and all claims arising out of or related to your employment with the Company and the termination thereof, including, but not limited to, claims for unpaid wages, wrongful termination, torts, stock or stock options or other ownership interest in the Company, and/or discrimination (including harassment) based upon any federal, state or local ordinance, statute, regulation or constitutional provision except that each party may, at its, his or her option, seek injunctive relief in court related to the improper use, disclosure or misappropriation of a party’s proprietary, confidential or trade secret information. All arbitration hearings shall be conducted in Santa Clara County, California. THE PARTIES HEREBY WAIVE ANY RIGHTS THEY MAY HAVE TO TRIAL BY JURY IN REGARD TO SUCH CLAIMS. This Agreement does not restrict your right to file administrative claims you may bring before any government agency where, as a matter of law, the parties may not restrict the employee’s ability to file such claims. However, the parties agree that, to the fullest extent permitted by law, arbitration shall be the exclusive remedy for the subject matter of such administrative claims. The arbitration shall be conducted through JAMS before a single neutral arbitrator in accordance with the JAMS employment arbitration rules then in effect (“JAMS rules”). The JAMS rules may be found and reviewed at http://www.jamsadr.com/rules-employment-arbitration. If you are unable to access these rules, please let me know and I will provide you with a hardcopy. The arbitrator shall issue a written decision that contains the essential findings and conclusions on which the decision is based. |
16. | Governing Law: The terms of this letter agreement and the resolution of any disputes as to the meaning, effect, performance or validity of this letter agreement or arising out of, related to, or in any way connected with, this letter agreement, your employment with the Company or any other relationship between you and the Company (the “Disputes”) will be governed by California law, excluding law relating to conflicts or choice of law. You and the Company submit to the exclusive personal jurisdiction of the federal and state courts located in Santa Clara County, California in connection with any Dispute or any claim related to any Dispute. |
17. | Authorization to Work: Please note that because of employer regulations adopted in the Immigration Reform and Control Act of 1986, within three (3) business days of starting your new position you will need to present documentation demonstrating that you have authorization to work in the United States. If you have questions about this requirement, which applies to U.S. citizens and non-U.S. citizens alike, please contact me. |
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To indicate your acceptance of the Company's offer, please sign and date this letter in the space provided below, along with a signed Proprietary Information Agreement, and return it to me. Your anticipated hire date is January 4, 2016.
This offer letter will expire if not accepted and signed by November 30, 2015.
We look forward to your joining Infoblox and believe that you will find this organization to be a truly exciting and fulfilling place to work!
Sincerely,
/s/ Norma Lane
Norma Lane
Executive Vice President, Human Resources
I have read and understood this offer letter and hereby acknowledge, accept and agree to the terms as set forth above and further acknowledge that no other commitments were made to me as part of my employment offer except as specifically set forth herein:
/s/ Janesh Moorjani
Janesh Moorjani Date: November 30, 2015
January 4, 2016
Start Date
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December 30, 2015
Remo E. Canessa
Re: | Terms of Separation |
Dear Remo:
This letter serves as the confirmation of the agreement (“Agreement”) between you and Infoblox Inc. (the “Company”) concerning the terms of your transition and separation from the Company and offers you the following separation compensation we discussed in exchange for your execution of a general release of claims and covenant not to sue. Except where otherwise set forth, and except as provided in Sections 2(b) and 2(c) of that certain Change in Control Severance Agreement dated March 2, 2015 (the “Change in Control Agreement”), if a Change in Control occurs within sixty (60) days following your Separation Date, as defined below, this Agreement supersedes the terms of that certain offer letter dated October 7, 2004 as amended December 5, 2008 and the Change in Control Agreement and any other agreement between you and the Company.
1. Transition and Separation Date.
(a) Effective upon the appointment of your successor as Chief Financial Officer of the Company on January 4, 2016 (the “Transition Date”), you relinquish the office and title of Chief Financial Officer of the Company and agree that your title will be Executive Advisor and that you shall cooperate fully with the CEO and the Chief Financial Officer to effect a smooth transition of your duties and responsibilities.
(b) April 4, 2016 shall be the last date of your employment with the Company (the “Separation Date”).
(c) Following the Transition Date and until the Separation Date, your duties shall be limited to assisting the Chief Financial Officer with the transition of your duties and responsibilities and providing such other services as requested by the CEO of the Company, including but not limited to transitioning as an officer and/or director of the Company’s subsidiaries.
(d) The employment relationship between you and the Company shall continue to be governed by the general employment policies and practices of the Company, including those relating to protection of confidential information and assignment of inventions, except that when the terms of this Agreement differ from or are in conflict with the Company’s general employment policies or practices, this Agreement shall control. Except as otherwise set forth herein, this Agreement supersedes the terms of the Change in Control Agreement, and does not constitute a contract of employment. Nothing in this Agreement shall be deemed to give you the right to be retained in the service of the Company or to deny the Company any right to terminate your employment at any time.
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(e) Until the Separation Date, provided you remain employed by the Company: (i) you shall continue to receive for services to be rendered hereunder your base salary currently in effect, subject to payroll withholding and deductions and payable in accordance with the Company’s regular payroll schedule, (ii) you shall continue to be eligible to earn a bonus under the terms of the current company incentive plan but only to the extent earned under the terms of the bonus plan; such bonus shall also be subject to payroll withholding and deductions, (iii) you shall continue to be entitled to all benefits for which you are eligible under the terms and conditions of the standard Company benefits, including but not limited to all life, dental, health, accident and disability benefit plans and other similar welfare plans and compensation practices which may be in effect from time to time and provided by the Company to its employees generally through the last day of your employment, and (iv) all equity awards granted to you by the Company that are outstanding as of the effective date of this Agreement shall continue to vest in accordance with the vesting terms set forth in the applicable equity award agreement.
2. Payment of Wages: On the Separation Date, we will provide you a final regular paycheck for all wages and base salary through the Separation Date. In such paycheck, you will also receive any currently pending reimbursable expenses (including ESPP refund) plus accrued vacation and any similar payments due you from the Company as of the Separation Date. You acknowledge that you will submit all final expenses eligible for reimbursement at least two days prior to the Separation Date and that you agree that the Company may remit a check of expense reimbursement to you by the Separation Date.
3. Separation Compensation: In consideration of your cooperation during the transition period until the Separation Date and in exchange for your agreements to various material terms of this Agreement including, but not limited to, return of Company property (paragraph 4), confidentiality of Company information and non-solicitation (paragraph 5), the general release and waiver of claims (paragraph 6), the covenant not to sue (paragraph 7), the express agreement to comply with the terms of the Change in Control Agreement (paragraph 8), and confidentiality of this Agreement (paragraph 11), and for your signed re-affirmation of the terms hereof on or after the Separation Date and you not timely revoking the re-affirmed agreement (the “Reaffirmation”), and the other promises herein, the Company agrees to provide you with the following:
a) Severance: The Company agrees to pay you a total of Eighty-Five Thousand Dollars ($85,000) less applicable state and federal payroll deductions, which equals twenty-five percent (25%) of your total annual base salary. You will be paid in equal installments over the course of three (3) months pursuant to the Company’s standard payroll practices and the payments will begin upon the later of (i) sixty (60) days following the Separation Date or (ii) following the Reaffirmation to re-affirm the covenants, representations and warranties and release of claims and waiver covering the period between this Agreement and the Release Confirmation Date (as defined in the last signature block of this Agreement).
b) COBRA: Upon your timely election to continue your existing health benefits under COBRA, and consistent with the terms of COBRA and the Company’s health insurance plan, the Company will pay the insurance premiums to continue your existing health benefits for the shorter of (i) three (3) months following the Separation Date or (ii) the expiration of your continuation coverage under COBRA. You will remain responsible for, and must continue to pay, the portion of premiums, co-payments, etc. that you would have paid had your employment continued.
c) Acceleration; Post-termination Exercise Period: Exhibit A sets forth each stock option and restricted stock unit award you previously have been granted (each, an “Award”). The vesting and exercisability of each Award will accelerate as if you had continued in service with the Company for an additional three (3) months and the vested Awards shall be released within thirty (30) days of the Release Confirmation Date. Exhibit A sets forth the total shares vested (including accelerated shares) for each Award. To the extent an option is intended to qualify as an incentive stock option pursuant to Section 422 of the Internal Revenue Code of 1986, as amended, it will convert from an incentive stock option to a nonstatutory stock option as of the Effective Date, and you will solely be responsible for any tax advice or consequences that result from that conversion. You will have six (6) months following the Separation Date to exercise such options, provided that you may exercise no later than the final expiration date of the option if earlier than six (6) months from your Separation Date. Except as set forth herein, your rights concerning each Award will continue to be governed by the applicable agreements for such Award, and because you have been previously identified as an “Access Person” for purposes of compliance with the Company’s Policy Prohibiting Insider Trading, if the trading blackout window is closed as of the Separation Date, then you shall remain subject to such trading blackout window until it otherwise opens for “Access Persons”.
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4. Return of Company Property: You hereby agree and warrant to the Company that on or before the Separation Date you will return to the Company all Company property, including but not limited to documents, property or data of the Company of any type whatsoever, that has been in your possession or control and you will not retain copies of any such documents, property or data.
5. Proprietary Information and Non-Solicitation: You hereby acknowledge that you are bound by the attached Proprietary Information and Inventions Agreement (Exhibit B hereto) and that as a result of your employment with the Company you have had access to the Company’s Proprietary Information (as defined in the agreement), that you will hold all Proprietary Information in strictest confidence, that you will not make use of such Proprietary Information on behalf of anyone, and that you will not encourage or solicit any employee or consultant of the Company to leave the Company for any reason.
6. General Release and Waiver of Claims:
a) The payments and promises set forth in this Agreement are in full satisfaction of all accrued salary, vacation pay, bonus and commission pay, profit‑sharing, stock, stock options or other ownership interest in the Company, termination benefits, benefits under the Change in Control Agreement or other compensation to which you may be entitled by virtue of your employment with the Company or your separation from the Company. To the fullest extent permitted by law, you hereby release and waive any other claims you may have against the Company and its owners, agents, officers, shareholders, employees, directors, attorneys, subscribers, subsidiaries, affiliates, successors and assigns (collectively “Releasees”), whether known or not known, including, without limitation, claims under any employment laws, including, but not limited to, claims of unlawful discharge, breach of contract, breach of the covenant of good faith and fair dealing, fraud, violation of public policy, defamation, physical injury, emotional distress, claims for additional compensation or benefits arising out of your employment or your separation of employment, claims under Title VII of the 1964 Civil Rights Act, as amended, the California Fair Employment and Housing Act and any other laws and/or regulations relating to employment or employment discrimination, including, without limitation, claims based on age or under the Age Discrimination in Employment Act or Older Workers Benefit Protection Act, and/or claims based on disability or under the Americans with Disabilities Act.
b) By signing below, you expressly waive any benefits of Section 1542 of the Civil Code of the State of California, which provides as follows:
“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”
c) You and the Company do not intend to release claims that you may not release as a matter of law, including but not limited to claims for indemnity under California Labor Code section 2802, claims for indemnification under the Company’s Certificate of Incorporation or Bylaws or any claims for enforcement of this Agreement. To the fullest extent permitted by law, any dispute regarding the scope of this general release shall be determined by an arbitrator under the procedures set forth in the arbitration clause below.
7. Covenant Not to Sue:
a) To the fullest extent permitted by law, at no time subsequent to the execution of this Agreement will you pursue, or cause or knowingly permit the prosecution of, in any state, federal or foreign court, or before any local, state, federal or foreign administrative agency, or any other tribunal, any charge, claim or action of any kind, nature and character whatsoever, known or unknown, which you may now have, have ever had, or may in the future have against Releasees, which is based in whole or in part on any matter released by this Agreement.
b) Nothing in this section shall prohibit you from filing a charge or complaint with a government agency where, as a matter of law, the parties may not restrict your ability to file such administrative complaints. However, you understand and agree that, by entering into this Agreement, you are releasing any and all individual claims for relief, and that any and all subsequent disputes between you and the Company shall be resolved through arbitration as provided below.
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c) Nothing in this section shall prohibit or impair you or the Company from complying with all applicable laws, nor shall this Agreement be construed to obligate either party to commit (or aid or abet in the commission of) any unlawful act.
8. Further Covenants: You hereby acknowledge that you entered into the Change in Control Agreement and agree to comply with its terms, where they are not superseded by this Agreement. As a further condition of your receipt of the separation compensation outlined in this Agreement, you agree that, during the twelve-month period following the cessation of your employment, you will cooperate and conduct yourself in a professional and appropriate manner with anyone associated with the Company. By signing below, you acknowledge that you are receiving the separation compensation outlined in the above paragraph 3 in consideration for waiving your rights to claims referred to in this Agreement and that you would not otherwise be entitled to the separation compensation.
9. Arbitration: Except for any claim for injunctive relief arising out of a breach of a party’s obligations to protect the other’s proprietary information, the parties agree to arbitrate, in Santa Clara County, California through JAMS, any and all disputes or claims arising out of or related to the validity, enforceability, interpretation, performance or breach of this Agreement, whether sounding in tort, contract, statutory violation or otherwise, or involving the construction or application or any of the terms, provisions, or conditions of this Agreement. Any arbitration may be initiated by a written demand to the other party. The arbitrator's decision shall be final, binding, and conclusive. The parties further agree that this Agreement is intended to be strictly construed to provide for arbitration as the sole and exclusive means for resolution of all disputes hereunder to the fullest extent permitted by law. The parties expressly waive any entitlement to have such controversies decided by a court or a jury.
10. Attorneys’ Fees: If any action is brought to enforce the terms of this Agreement, the prevailing party will be entitled to recover its reasonable attorneys’ fees, costs and expenses from the other party, in addition to any other relief to which the prevailing party may be entitled.
11. Confidentiality: The contents, terms and conditions of this Agreement must be kept confidential by you and may not be disclosed except to your immediate family, accountant or attorneys or pursuant to subpoena or court order. You agree that if you are asked for information concerning this Agreement, you will state only that you and the Company reached an amicable resolution of any disputes concerning your separation from the Company. Any breach of this confidentiality provision shall be deemed a material breach of this Agreement.
12. No Admission of Liability: This Agreement is not and shall not be construed or contended by you to be an admission or evidence of any wrongdoing or liability on the part of Releasees, their representatives, heirs, executors, attorneys, agents, partners, officers, shareholders, directors, employees, subsidiaries, affiliates, divisions, successors or assigns. This Agreement shall be afforded the maximum protection allowable under California Evidence Code Section 1152 and/or any other state or federal provisions of similar effect.
13. Complete and Voluntary Agreement: This Agreement, together with Exhibit A hereto and the documents referenced herein, constitute the entire agreement between you and Releasees with respect to the subject matter hereof and supersedes all prior negotiations and agreements, whether written or oral, relating to such subject matter. You acknowledge that neither Releasees nor their agents or attorneys have made any promise, representation or warranty whatsoever, either express or implied, written or oral, which is not contained in this Agreement for the purpose of inducing you to execute the Agreement, and you acknowledge that you have executed this Agreement in reliance only upon such promises, representations and warranties as are contained herein, and that you are executing this Agreement voluntarily, free of any duress or coercion.
14. Severability: The provisions of this Agreement are severable, and if any part of it is found to be invalid or unenforceable, the other parts shall remain fully valid and enforceable. Specifically, should a court, arbitrator, or government agency conclude that a particular claim may not be released as a matter of law, it is the intention of the parties that the general release, the waiver of unknown claims and the covenant not to sue above shall otherwise remain effective to release any and all other claims.
15. Modification; Counterparts; Facsimile/PDF Signatures: It is expressly agreed that this Agreement may not be altered, amended, modified, or otherwise changed in any respect except by another written agreement that specifically refers to this Agreement, executed by authorized representatives of each of the parties to this Agreement. This Agreement may be executed in any number of counterparts, each of which shall constitute an original and all of which together shall constitute one and the same instrument. Execution of a facsimile or PDF copy shall have the same force and effect as execution of an original, and a copy of a signature will be equally admissible in any legal proceeding as if an original.
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16. Review of Separation Agreement: You understand that you may take up to twenty-one (21) days to consider this Agreement and, by signing below, affirm that you were advised to consult with an attorney prior to signing this Agreement. You also understand you may revoke this Agreement within seven (7) days of signing this document, and that you may revoke the re-affirmation of this Agreement referenced in paragraph 3(a) within seven (7) days of signing such document. The compensation to be paid to you pursuant to paragraph 3 will be paid only after the end of that seven (7) day revocation period.
17. Effective Date: This Agreement is effective on the eighth (8th) day after you sign it and without revocation by you (the “Effective Date”).
18. Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of California.
This offer of separation compensation in exchange for a release of claims will expire at 5:00 p.m. (PST) on January 20, 2016 (which is 21 days following the date on which this Agreement was presented to you).
If you agree to abide by the terms outlined in this letter, please sign this letter below and also sign the attached copy and return it to me. I wish you the best in your future endeavors.
Sincerely, | ||
INFOBLOX INC. | ||
By: | /s/ Jesper Andersen | |
Jesper Andersen | ||
Chief Executive Officer | ||
READ, UNDERSTOOD AND AGREED
/s/ Remo E. Canessa
Remo E. Canessa Date: January 4, 2016
(The below is to be signed on or after the Separation Date)
I HEREBY RE-AFFIRM EFFECTIVE AS OF THE DATE BELOW (“RELEASE CONFIRMATION DATE”) THE COVENANTS, REPRESENTATIONS AND WARRANTIES AND RELEASE AND WAIVER SET FORTH ABOVE.
Remo E. Canessa Date: _____________
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PRESS RELEASE
Media Contact:
Mike Langberg, Infoblox
408.986.5697
Investor Contact:
Renee Lyall, Infoblox
408.986.4748
Infoblox Appoints Janesh Moorjani
as Chief Financial Officer
SANTA CLARA, Calif., January 4, 2016-Infoblox Inc. (NYSE: BLOX), the network control company, today announced that Janesh Moorjani has joined Infoblox as executive vice president and chief financial officer, effective immediately. Moorjani is responsible for managing the company’s worldwide finance operations.
Moorjani (www.infoblox.com/company/overview/leadership) joins Infoblox from VMware, where he was senior vice president of finance, responsible for corporate, field, and global business unit finance functions across all of the company’s product and service lines. Prior to VMware, Moorjani had a successful finance and sales career at Cisco, where he started in finance in the US and rose through management positions across APAC, ultimately to managing director of India sales. Previously, Moorjani worked at Goldman Sachs, rising to vice president in the firm’s merchant banking division in Silicon Valley.
In his new role, Moorjani reports to Infoblox president and chief executive officer Jesper Andersen, and is driving global finance operations to accelerate the company's strategy for growth, built on extending Infoblox industry leadership in DNS, DHCP, and IP address management (DDI) into categories such as security, cloud, and analytics.
“Janesh brings a rare combination of finance and sales experience to Infoblox, giving him unique perspective on executing against our growth strategies to maximize business success,” said Andersen. “We are delighted to have an executive of Janesh’s caliber join Infoblox to help extend our global industry leadership.”
“I’m incredibly excited to join an outstanding management team that’s ready to address very attractive growth opportunities,” said Moorjani. “This is an unprecedented time in the networking industry when, more than ever before, we believe customers need the control, reliability, security, and scalability provided by Infoblox.”
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About Infoblox
Infoblox (NYSE: BLOX) delivers critical network services that protect Domain Name System (DNS) infrastructure, automate cloud deployments, and increase the reliability of enterprise and service provider networks around the world. As the industry leader in DNS, DHCP, and IP address management, the category known as DDI, Infoblox (www.infoblox.com) reduces the risk and complexity of networking.
Forward-looking and Cautionary Statements-Infoblox
Certain statements in this release are forward-looking statements, which involve a number of risks and uncertainties that could cause actual results to differ materially from those in such forward-looking statements. As such, this release is subject to the safe harbors created by U.S. Federal Securities Laws. The risks and uncertainties relating to these statements include, but are not limited to, risks that there may be design flaws in the company’s products, shifts in customer demand and the IT services market in general, shifts in strategic relationships, delays in the ability to deliver products, or announcements by competitors. These and other risks may be detailed from time to time in Infoblox’s periodic reports filed with the Securities and Exchange Commission, copies of which may be obtained from www.sec.gov. Infoblox is under no obligation to (and expressly disclaims any such obligation to) update or alter its forward-looking statements whether as a result of new information, future events, or otherwise.
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