Form 8-K INFOBLOX INC For: Nov 25
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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
November 25, 2014
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) | |||
Registrants 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.
On November 25, 2014, Infoblox Inc. (the Company ) announced the appointment of Jesper Andersen as President and Chief Executive Officer and a director of the Company. These appointments are effective December 8, 2014 and were made in connection with Robert D. Thomas previously disclosed decision to step down as the Companys President and Chief Executive Officer. Mr. Thomas will step down from those positions concurrently with Mr. Andersens appointment and serve as a director of the Company through the Companys 2014 Annual Meeting of Stockholders, when his term ends.
Prior to joining the Company, from September 2008 to November 2013, Mr.�Andersen, age 51, served in a number of roles at Cisco Systems, Inc., including as senior vice president for network management for his first three years at Cisco and most recently as senior vice president and general manager of the companys service provider video business unit from October 2011 to November 2013. From February 2005 to August 2008, Mr. Andersen served as senior vice president of application strategy at Oracle Corporation. Previously, he served as general manager and group vice president for tools and technology at PeopleSoft Inc. from 2003 until it was acquired by Oracle in February 2005. Mr. Andersen has a masters degree in computer science from Aalborg University.
Mr. Andersens offer letter, dated November 15, 2014, provides for an initial annual base salary of $525,000, on-target incentive pay of $525,000 and eligibility under the Companys benefits plans. Under his offer letter, the Company agreed to enter into its standard form of Indemnity Agreement for officers and directors and a Change in Control Severance Agreement that provides for, among other things, payment of his base salary for 12 months in the event a qualifying termination occurs more than two months prior to or more than 12 months after a qualifying change in control of the Company or, in the event the qualifying termination occurs within two months prior to or within 12 months after a qualifying change in control of the Company, his base salary and target bonus for 12 months. It also provides for acceleration of vesting with respect to all equity awards by up to an additional 12 months in the event the qualifying termination occurs more than two months prior to or more than 12 months after a qualifying change in control of the Company and full acceleration in the event the qualifying termination occurs within two months prior to or within 12 months after a qualifying change in control of the Company. The foregoing descriptions are qualified in their entirety by the full text of Mr. Andersens offer letter and Change in Control Severance Agreement which are filed as Exhibits 10.1 and 10.2 to this Current Report on From 8-K and the form of Indemnity Agreement, which was filed as Exhibit 10.1 to the Companys Form S-1 (Registration No. 333-178925) filed on April 9, 2012, each of which is incorporated by reference herein.
In addition, Mr.�Andersen will be granted a stock option to purchase 300,000 shares of the Companys common stock at a price per share equal to the closing price on the date of grant (the Option ) and 250,000 restricted stock units (the RSUs ), each pursuant to the terms of the Companys 2012 Equity Incentive Plan. The Option and RSUs will be subject to the standard terms and conditions of the Companys form of applicable award agreement. The Option will vest as to 25% at the end of Mr. Andersens first anniversary with the Company and the remaining 75% of the Option will vest in equal monthly installments over the 36 months thereafter. The RSUs will vest as to 25% at the end of Mr. Andersens first anniversary with the Company and the remaining 75% of the RSUs will vest in equal installments over the next six semi-annual periods thereafter.
There are no arrangements or understandings between Mr.�Andersen and any other persons pursuant to which he was selected as a director, and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item�404 (a)�of Regulation S-K.
In connection with the foregoing, Mr. Thomas agreed that he would serve through March 15, 2015 (the Transition Period ) as an Executive Advisor to the Company following Mr. Andersens appointment as the Companys President and Chief Executive Officer. During the Transition Period, Mr. Thomas shall receive an annual base salary of $435,000, shall remain eligible to receive a quarterly bonus targeted at $87,000 and shall continue to have eligibility under the Companys benefits plans. Thereafter, Mr.�Thomas shall be eligible to continue his existing health benefits under COBRA. The Company shall extend the exercise period of Mr. Thomas vested options to 12 months after March 15, 2015.
Item�9.01. Financial Statements and Exhibits.
(d)�Exhibits.
�
Exhibit No. | Description of Exhibit | |
10.1 | Offer Letter to Jesper Andersen from the Company, dated November 15, 2014 | |
10.2 | Form of Change in Control Severance Agreement by and between Jesper Andersen and the Company | |
99.1 | Press release announcing the appointment of Jesper Andersen as President and Chief Executive Officer, dated November 25, 2014. | |
SIGNATURE
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 hereunto duly authorized.
�
INFOBLOX INC. | |||
Date: November 25, 2014 | By: | /s/ Remo Canessa | |
Remo Canessa | |||
Chief Financial Officer | |||
EXHIBIT INDEX
�
Exhibit No. | Description of Exhibit | |
10.1 | Offer Letter to Jesper Andersen from the Company, dated November 15, 2014 | |
10.2 | Form of Change in Control Severance Agreement by and between Jesper Andersen and the Company | |
99.1 | Press release announcing the appointment of Jesper Andersen as President and Chief Executive Officer, dated November 25, 2014. | |
November 15, 2014
Jesper Andersen
Dear Jesper,
Infoblox Inc. (the Company ) is pleased to offer you employment on the following terms:
Position. Your title will be President and Chief Executive Officer, and you will report to the Companys Board of Directors (the Board ). In addition, you will be appointed to serve as a director on the Companys Board, in a non-chairman capacity. It is currently anticipated that you begin your employment as the Companys President and Chief Executive Officer on December 1, 2014 (your actual first date of employment as Chief Executive Officer of the Company referred to herein as, your Start Date ). This is a full-time position, based in our Corporate office in Santa Clara, California. You will be expected to devote your full working time and attention to the business of the Company, and you will not render services to any other business without the prior approval of the Board. Notwithstanding the foregoing, you may manage personal investments, participate in charitable, professional and academic activities, and continue to participate in the permitted activities set forth on Exhibit A (the Permitted Activities ). You acknowledge and agree that the Permitted Activities do not, and will not, individually or in the aggregate, interfere materially with the performance of your duties to the Company. You will also be expected to comply with and be bound by the Companys written operating policies, procedures and practices that are from time to time in effect during the term of your employment; provided that if there is any conflict between the terms of such operating policies, procedures and practices and the terms of this Agreement, the terms of this Agreement shall control. 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.
Cash Compensation. The Company will pay you an annual salary at the rate of $525,000.00 per year, payable in accordance with the Companys standard payroll schedule. This salary will be subject to adjustment pursuant to the Companys employee compensation policies in effect from time to time.
In addition, you will be eligible to receive a discretionary, bonus with an annual target bonus amount equal to 100% of your then current annual salary and with a maximum annual bonus up to 125% of your then current annual salary.� Payment of the bonus, if any, will be based upon the attainment of internal quarterly and annual company goals (pro-rated for the current period). The quarterly components of your bonus will be paid in the next available payroll after the Companys books have been closed each quarter, and the annual component of your bonus will be paid in the next available payroll after the Companys books have been closed for the fiscal year, but in any event paid by the fifteenth day of the third month following your or the Companys taxable year in which it is earned, whichever is later.� 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 Companys Compensation Committee.
Employee Benefits. As a regular employee of the Company, you will continue to be eligible to participate in a number of Company-sponsored benefits. In addition, you will be entitled to paid vacation in accordance with the Companys vacation policy, as in effect from time to time.����
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Equity. We will recommend to the Board of Directors of the Company that you be granted (i) an option to purchase up to 300,000 shares of Common Stock of the Company under our 2012 Stock Option Plan (the "Plan") at an exercise price equal to the fair market value of the Company's Common Stock, as determined by the closing price of the Companys Common Stock on the date of grant (the Option ) and (ii) 250,000 restricted stock units subject to the terms and conditions set forth in Companys standard restricted stock unit agreement under the Plan (the RSU and with the Option, the Award ). The grant date of the Award will be on December 11, 2014. Both the Option and the RSU will vest at the rate of 25% at the end of your first anniversary with the Company (the Initial Tranche ). The remaining 75% of the Option shall vest monthly over the next 36 months after the Initial Tranche in equal monthly amounts, so long as you remain actively employed by the Company; and the remaining 75% of the RSU shall vest over the next 6 semi-annual periods after the Initial Tranche. The anticipated grant of the Award by the Company is subject to the Board's approval; with respect to the Award; and as such this letter is not intended to create any obligation on the part of the Company. Further details on the Plan and the Award will be provided upon approval of such grant by the Company's Board of Directors.
Expenses. The Company will, in accordance with applicable Company policies and guidelines, reimburse you for all reasonable and necessary expenses incurred by you in connection with your performance of services on behalf of the Company.
Severance and Change in Control Agreement. The Company will enter into with you the Change in Control Severance Agreement substantially in the form attached hereto as Exhibit B.
Indemnification. The Company will enter into with you, in accordance with applicable Company policies and guidelines, the Companys standard form of Director and Officer Indemnification Agreement.
Compensation Recoupment. All amounts payable to you hereunder shall be subject to recoupment pursuant to the Companys compensation recoupment policy, if any, adopted by the Board or required by law during the term of your employment with the Company that is applicable generally to executive officers of the Company.
Section�409A. To the extent (i) any payments to which you become entitled under this Agreement, or any agreement or plan referenced herein, in connection with your termination of employment with the Company constitute deferred compensation subject to Section 409A of the Code and (ii) you are deemed at the time of such termination of employment to be a specified employee under Section 409A of the Code, then such payment or payments shall not be made or commence until the earlier of (i) the expiration of the six (6)-month period measured from the date of your separation from service (as such term is at the time defined in regulations under Section 409A of the Code) with the Company; or (ii) the date of your death following such separation from service; provided, however, that such deferral shall only be effected to the extent required to avoid adverse tax treatment to you, including (without limitation) the additional twenty percent (20%) tax for which you would otherwise be liable under Section 409A(a)(1)(B) of the Code in the absence of such deferral. Upon the expiration of the applicable deferral period, any payments which would have otherwise been made during that period (whether in a single sum or in installments) in the absence of this paragraph shall be paid to you or your beneficiary in one lump sum (without interest). Except as otherwise expressly provided herein, to the extent any expense reimbursement or the provision of any in-kind benefit under this Agreement (or otherwise referenced herein) is determined to be subject to (and not exempt from) Section 409A of the Code, the amount of any such expenses eligible for reimbursement, or the provision of any in-kind benefit, in one calendar year shall not affect the expenses eligible for reimbursement or in kind benefits to be provided in any other calendar year, in no event shall any expenses be reimbursed after the last day of the calendar year following the calendar year in which you incurred such expenses, and in no event shall any right to reimbursement or the provision of any in-kind benefit be subject to liquidation or exchange for another benefit. To the extent that any provision of this Agreement is ambiguous as to its exemption or compliance with Section 409A, the provision will be read in such a manner so that all payments hereunder are exempt from Section 409A to the maximum permissible extent, and for any payments where such construction is not tenable, that those payments comply with Section 409A to the maximum permissible extent. To the extent any payment under this Agreement may be classified as a short-term deferral within the meaning of Section 409A, such payment shall be deemed a short-term deferral, even if it may also qualify for an exemption from Section 409A under another provision of Section 409A. Payments pursuant to this Agreement (or referenced in this Agreement) are intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the regulations under Section 409A.����
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.
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Proprietary Information and Confidentiality. Like all Company employees, you will be required, as a condition of your continued employment with the Company, to execute and adhere to the Companys standard Proprietary Information and Inventions Agreement. You acknowledge that you have acquired and will acquire knowledge regarding confidential, proprietary and/or trade secret information in the course of performing your responsibilities for the Company, and you further acknowledge that such knowledge and information is the sole and exclusive property of the Company. You recognize that disclosure of such knowledge and information, or use of such knowledge and information, to or by a competitor could cause serious and irreparable harm to the Company.
Non-Solicitation. During your employment with the Company and for a period of one (1) year after the date of such termination of employment, for any reason, you will not, directly or indirectly (i) solicit any employee of the Company to leave the employment of the Company or (ii) induce or attempt to induce, any customer or supplier of the Company to cease doing business with the Company.
Background Check. This letter agreement is contingent upon a satisfactory verification of criminal background. This letter agreement can be rescinded based upon data received in the verification.
Reference Check. This letter agreement is also contingent upon completion of a reference check in accordance with company standards. The Company reserves the right to withdraw this letter agreement to you if the results of the reference check are not satisfactory, in the sole judgment of the Company.
Employment Relationship. Employment with the Company is for no specific period of time. Your employment with the Company will be at will, meaning that either you or the Company may terminate your employment at any time and for any reason, with or without cause. Any contrary representations that may have been made to you are superseded by this letter agreement. This letter agreement and the identified exhibits represent the full and complete agreement between you and the Company on this term. Although your job duties, title, compensation and benefits, as well as the Companys personnel policies and procedures, may change from time to time, the at will nature of your employment may only be changed in an express written agreement signed by you and a duly authorized officer of the Company (other than you).
Successors. This Agreement is binding on and may be enforced by the Company and its successors and assigns and is binding on and may be enforced by you and your heirs and legal representatives.
Withholding Taxes. All forms of compensation referred to in this letter agreement are subject to reduction to reflect applicable withholding and payroll taxes and other deductions required by law.
Severability. In the event that any provision hereof becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, this Agreement shall continue in full force and effect without said provision.
Interpretation, Amendment and Enforcement. This letter agreement and the identified exhibits 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, waived or modified, except by an express written agreement signed by both you and a duly authorized officer of the Company. 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 California in connection with any Dispute or any claim related to any Dispute.
We are very enthusiastic about the growth prospects for the Company and we know that you can play an important part in the evolution of our business. You may indicate your agreement with these terms and accept this letter agreement by signing and dating both the enclosed duplicate original of this letter agreement and the enclosed Change in Control Severance Agreement in the form attached hereto as Exhibit B and returning them to me. This letter agreement, if not accepted, will expire at the close of business on November 21, 2014. As required by law, your employment with the Company is contingent upon your providing legal proof of your identity and authorization to work in the United States.
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Very truly yours,
Infoblox Inc.
/s/ Michael L. Goquen
Michael L. Goguen
Chairman, Infoblox Board of Directors
I have read and understood this letter agreement 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:
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/s/ Jesper Andersen
Jesper Andersen Date: November 21, 2014
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CHANGE IN CONTROL SEVERANCE AGREEMENT
THIS AGREEMENT is entered into as of December 1, 2014 (the Effective Date ) by and between Jesper Andersen (the Executive ) and INFOBLOX, INC., a Delaware corporation (the Company ).
1. Term of Agreement.
Except to the extent renewed as set forth in this Section�1, this Agreement shall terminate the earlier of April 1, 2015 (the Expiration Date ) or the date the Executives employment with the Company terminates for a reason other than a Qualifying Termination as described in Section�4(f); however, if a definitive agreement relating to a Change in Control has been signed by the Company on or before the Expiration Date, then this Agreement shall remain in effect through the earlier of:
(a) The date the Executives employment with the Company terminates for a reason other than a Qualifying Termination as described in Section�4(f), or
(b) The date the Company has met all of its obligations under this Agreement following a termination of the Executives employment with the Company for a reason described in Section�4(f).
2. Severance Payment.
(a) Severance Benefit in Absence of Change in Control. If the Executive is subject to a Qualifying Termination more than two (2)�months prior to or more than twelve (12)�months after a Change in Control, then the Company shall continue to pay the Executive his or her annual base salary over a twelve (12) month period. Such severance benefit shall begin on the 60th day following Executives Qualifying Termination (or, if such day is not a business day, on the first business day thereafter), in accordance with the Companys standard payroll procedures, and the first installment of these severance benefits shall include a catch-up payment covering the amount that would have otherwise been paid during the period between Executives Qualified Termination and the first payment date.
(b) Change in Control Severance Benefit. If the Executive is subject to a Qualifying Termination within two (2)�months prior to or within twelve (12)�months after a Change in Control, then the Company shall pay the Executive his or her annual base salary and annual bonus. Annual bonus shall be determined based on the higher of (i) the annual rate in effect immediately prior to the actions that resulted in the Qualifying Termination or (ii) the actual bonus paid to Executive for the immediately preceding fiscal year. Such severance benefit shall be paid in a cash lump-sum, which will be paid on the 60th day following Executives Qualifying Termination (or, if such day is not a business day, on the first business day thereafter), in accordance with the Companys standard payroll procedures.
(c) Equity Acceleration. As to each stock option, restricted stock award, or restricted stock unit award (each, an Award ) granted to Executive after the Effective Date, the following acceleration benefits will apply to the Award. If Executive is subject to a Qualifying Termination under Section 2(a) above, then vesting of the Award will accelerate as if Executive had continued in service for an additional twelve (12) months. If Executive is subject to a Qualifying Termination under Section 2(b) above, then vesting of the Award will accelerate in full; however, if the Award is not subject to time-based vesting or vesting is triggered by achievement of specified performance goals, then vesting will accelerate as to 50% of the unvested portion of the Award, measured at the time of cessation of employment. The foregoing will also apply to any equity award granted under the Companys 2012 Equity Incentive Plan that is not a stock option, restricted stock award, or restricted stock unit award.
(d) Health Care Benefit. If the Executive is subject to a Qualifying Termination, and if the Executive elects to continue his or her health insurance coverage under the Consolidated Omnibus Budget Reconciliation Act ( COBRA ) following the termination of his or her employment, then the Company shall pay the Executives monthly premium under COBRA for coverage for Executive and Executives eligible dependents until the earliest of (i)�the close of the twelve (12)-month period following cessation of his or her employment or (ii)�the expiration of the Executives continuation coverage under COBRA. In the sole discretion of the Company, the Company may in lieu of this benefit pay the Executive a lump sum in the amount of the applicable number of months of COBRA premiums at the rate in effect on Executives Qualifying Termination and such benefit may be conditioned on Executive timely electing COBRA benefits.
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(e) General Release. Any other provision of this Agreement notwithstanding, subsections�(a) and (b)�above shall not apply unless the Executive (i)�has executed a general release (in a form prescribed by the Company) of all known and unknown claims that he or she may then have against the Company or persons affiliated with the Company and (ii)�has agreed not to prosecute any legal action or other proceeding based upon any of such claims. The release must be in the form prescribed by the Company, without alterations. The Company will deliver the form to the Executive within 21 days after the Executives Separation. The Executive must execute and return the release within 30 days from receipt of the form.
(f) Section�409A. To the extent (i) any payments to which Executive become entitled under this Agreement, or any agreement or plan referenced herein, in connection with Executives termination of employment with the Company constitute deferred compensation subject to Section 409A of the Code and (ii) Executive is deemed at the time of such termination of employment to be a specified employee under Section 409A of the Code, then such payment or payments shall not be made or commence until the earlier of (i) the expiration of the six (6)-month period measured from the date of Executives separation from service (as such term is at the time defined in regulations under Section 409A of the Code) with the Company; or (ii) the date of Executives death following such separation from service; provided, however, that such deferral shall only be effected to the extent required to avoid adverse tax treatment to Executive, including (without limitation) the additional twenty percent (20%) tax for which Executive would otherwise be liable under Section 409A(a)(1)(B) of the Code in the absence of such deferral. Upon the expiration of the applicable deferral period, any payments which would have otherwise been made during that period (whether in a single sum or in installments) in the absence of this paragraph shall be paid to Executive or Executives beneficiary in one lump sum (without interest). Except as otherwise expressly provided herein, to the extent any expense reimbursement or the provision of any in-kind benefit under this Agreement (or otherwise referenced herein) is determined to be subject to (and not exempt from) Section 409A of the Code, the amount of any such expenses eligible for reimbursement, or the provision of any in-kind benefit, in one calendar year shall not affect the expenses eligible for reimbursement or in kind benefits to be provided in any other calendar year, in no event shall any expenses be reimbursed after the last day of the calendar year following the calendar year in which Executive incurred such expenses, and in no event shall any right to reimbursement or the provision of any in-kind benefit be subject to liquidation or exchange for another benefit. To the extent that any provision of this Agreement is ambiguous as to its exemption or compliance with Section 409A, the provision will be read in such a manner so that all payments hereunder are exempt from Section 409A to the maximum permissible extent, and for any payments where such construction is not tenable, that those payments comply with Section 409A to the maximum permissible extent. To the extent any payment under this Agreement may be classified as a short-term deferral within the meaning of Section 409A, such payment shall be deemed a short-term deferral, even if it may also qualify for an exemption from Section 409A under another provision of Section 409A. Payments pursuant to this Agreement (or referenced in this Agreement) are intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the regulations under Section 409A.
3. Covenants.
(a) Non-Solicitation. During the Executives employment with the Company and during the twelve-month period following his or her cessation of employment, the Executive shall not directly or indirectly, personally or through others, solicit or attempt to solicit the employment of any employee or consultant of the Company or any of the Companys affiliates, whether on the Executives own behalf or on behalf of any other person or entity. The Executive and the Company agree that this provision is reasonably enforced as to any geographic area in which the Company conducts its business.
(b) Non-Competition. The Executive agrees that, during his or her employment with the Company, he or she shall not engage in any other employment, consulting or other business activity (whether full-time or part-time) that would create a conflict of interest with the Company.
(c) Cooperation and Non-Disparagement. The Executive agrees that, during the twelve-month period following his or her cessation of employment, he or she shall cooperate with the Company in every reasonable respect and shall use his or her best efforts to assist the Company with the transition of Executives duties to his or her successor. The Executive further agrees that, during this twelve-month period, he or she shall not in any way or by any means disparage the Company, the members of the Companys Board of Directors (the Board ) or the Companys officers and employees.
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�4. Definitions.
(a) Definition of Cause. For all purposes under this Agreement, Cause means any of the following: (i) Executives conviction of or plea of nolo contendere to a felony or a crime involving moral turpitude; (ii) an act by Executive which constitutes intentional misconduct in the performance of Executives employment obligations and duties; (iii) Executives act of fraud against the Company or any of its affiliates; (iv) Executives theft or misappropriation of property (including without limitation intellectual property) of the Company or its affiliates; (v) material breach by Executive of any confidentiality agreement with, or duties of confidentiality to, the Company or any of its affiliates that involves Executives wrongful disclosure of material confidential or proprietary information (including without limitation trade secrets or other intellectual property) of the Company or of any of its affiliates; (vi) Executives continued material violation of Executives employment obligations and duties to the Company (other than due to Executives death or Disability) after the Company has delivered to Executive a written notice of such violation that describes the basis for the Companys belief that such violation has occurred and Executive has not substantially cured such violation within thirty (30) calendar days after such written notice is given by the Company; or (vii) Executives failure to cooperate in good faith with a governmental or internal investigation of the Company or its directors, officers or employees, if the Company has requested Executives cooperation.
(b) Definition of Change in Control. For all purposes under this Agreement, a Change in Control means the occurrence of any of the following events: (i) any person (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934 ( Exchange Act ) becomes the beneficial owner (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of securities of the Company representing more than fifty percent (50%) of the total voting power represented by the Companys then-outstanding voting securities; (ii) the consummation of the sale or disposition by the Company of all or substantially all of the Companys assets; (iii) the consummation of a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its parent) at least fifty percent (50%)�of the total voting power represented by the voting securities of the Company or such surviving entity or its parent outstanding immediately after such merger or consolidation; or (iv) any other transaction which qualifies as a corporate transaction under Section 424(a) of the Code wherein the stockholders of the Company give up all of their equity interest in the Company (except for the acquisition, sale or transfer of all or substantially all of the outstanding shares of the Company); provided that in all cases the Change in Control shall qualify as a change in the ownership or effective control of the corporation, or in the ownership of a substantial portion of the assets of the corporation under Section 409A of the Code.
(c) Definition of Code. For all purposes under this Agreement, Code means the United States Internal Revenue Code of 1986, as amended and the regulations promulgated thereunder.
(d) Definition of Disability. For all purposes under this Agreement, Disability has the meaning set forth in Section 22(e)(3) of the Code.
(e) Definition of Good Reason. For all purposes under this Agreement, Good Reason shall mean (i)�a change in the Executives authority or responsibilities that materially reduces his/her level of authority or responsibilities; (ii)�a 10% or greater reduction in his or her level of compensation, which will be determined based on an average of the Executives annual Total Compensation for the current calendar year; unless such reduction is no greater (in percentage terms) than compensation reductions imposed on substantially all of the Companys employees pursuant to a directive of the Board; (iii)�a relocation of Executives place of employment by more than 35 miles, provided and only if such change, reduction or relocation is effected by the Company without Executives consent; or (iv) the failure of the Company to obtain a satisfactory agreement from any successor to assume and agree to perform this Agreement. For purposes of the foregoing, Total Compensation means total target cash compensation (annual base salary plus target annual cash incentives). For the Executive to receive the benefits under this Agreement as a result of a voluntary resignation under this subsection (e), all of the following requirements must be satisfied: (1)�the Executive must provide notice to the Company of his or her intent to assert Good Reason within 90 days of the initial existence of one or more of the conditions set forth in subclauses (i)�through (iv); (2)�the Company will have 30 days from the date of such notice to remedy the condition and, if it does so, the Executive may withdraw his or her resignation or may resign with no benefits; and (3)�any termination of employment under this provision must occur within six (6) months of the initial existence of one or more of the conditions set forth in subclauses (i)�through (iv). Should the Company remedy the condition as set forth above and then one or more of the conditions arises again within twelve (12)�months following the occurrence of a Change in Control, the Executive may assert Good Reason again subject to all of the conditions set forth herein.
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(f) Definition of Qualifying Termination. For all purposes under this Agreement, Qualifying Termination shall mean a Separation as a result of�(1) the Company terminating the Executives employment for any reason other than Cause; or (2) the Executive voluntarily resigning his or her employment for Good Reason.
(g) Definition of Separation. For all purposes under this Agreement, Separation shall mean a separation from service, as defined in the regulations under Section�409A of the Code.
5. Successors.
(a) Companys Successors. The Company shall require any successor (whether direct or indirect and whether by purchase, lease, merger, consolidation, liquidation or otherwise) to all or substantially all of the Companys business and/or assets, by an agreement in substance and form satisfactory to the Executive, to assume this Agreement and to agree expressly to perform this Agreement in the same manner and to the same extent as the Company would be required to perform it in the absence of a succession. For all purposes under this Agreement, the term Company shall include any successor to the Companys business and/or assets or which becomes bound by this Agreement by operation of law.
(b) Executives Successors. This Agreement and all rights of the Executive hereunder shall inure to the benefit of, and be enforceable by, the Executives personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees.
6. Golden Parachute Taxes
(a) Best After-Tax Result. In the event that any payment or benefit received or to be received by Executive pursuant to this Agreement or otherwise ( Payments ) would (i)�constitute a parachute payment within the meaning of Section�280G of the Code and (ii)�but for this subsection (a), be subject to the excise tax imposed by Section�4999 of the Code, any successor provisions, or any comparable federal, state, local or foreign excise tax ( Excise Tax ), then, subject to the provisions of Section�6(b) hereof, such Payments shall be either (A)�provided in full pursuant to the terms of this Agreement or any other applicable agreement, or (B)�provided as to such lesser extent which would result in no portion of such Payments being subject to the Excise Tax ( Reduced Amount ), whichever of the foregoing amounts, taking into account the applicable federal, state, local and foreign income, employment and other taxes and the Excise Tax (including, without limitation, any interest or penalties on such taxes), results in the receipt by Executive, on an after-tax basis, of the greatest amount of payments and benefits provided for hereunder or otherwise, notwithstanding that all or some portion of such Payments may be subject to the Excise Tax. Unless the Company and Executive otherwise agree in writing, any determination required under this Section shall be made by independent tax counsel designated by the Company and reasonably acceptable to Executive ( Independent Tax Counsel ), whose determination shall be conclusive and binding upon Executive and the Company for all purposes. For purposes of making the calculations required under this Section, Independent Tax Counsel may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code; provided that Independent Tax Counsel shall assume that Executive pays all taxes at the highest marginal rate. The Company and Executive shall furnish to Independent Tax Counsel such information and documents as Independent Tax Counsel may reasonably request in order to make a determination under this Section. The Company shall bear all costs that Independent Tax Counsel may reasonably incur in connection with any calculations contemplated by this Section. In the event that Section�6(a)(ii)(B) above applies, then any reduction in payments and/or benefits required by this Section 6 shall occur in the following order: (1)�reduction of cash payments; (2)�reduction of acceleration of vesting of equity awards; and (3)�reduction of other benefits paid to Executive. In the event that acceleration of vesting of equity awards is to be reduced, such acceleration of vesting shall be cancelled in the reverse order of the date of grant for Executives Equity Awards. If the Internal Revenue Service (the IRS ) determines that any Payment is subject to the Excise Tax, then Section�6(b) hereof shall apply, and the enforcement of Section�6(b) shall be the exclusive remedy to the Company.
�(b) Adjustments. If, notwithstanding any reduction described in Section�6(a) hereof (or in the absence of any such reduction), the IRS determines that Executive is liable for the Excise Tax as a result of the receipt of one or more Payments, then Executive shall be obligated to surrender or pay back to the Company, within 120 days after a final IRS determination, an amount of such payments or benefits equal to the Repayment Amount. The Repayment Amount with respect to such Payments shall be the smallest such amount, if any, as shall be required to be surrendered or paid to the Company so that Executives net proceeds with respect to such Payments (after taking into account the payment of the Excise Tax imposed on such Payments) shall be maximized. Notwithstanding the foregoing, the Repayment Amount with respect to such Payments shall be zero if a Repayment Amount of more than zero would not eliminate the Excise Tax imposed on such Payments or if a Repayment Amount of more than zero would not maximize the net amount received by Executive from the Payments. If the Excise Tax is not eliminated pursuant to this Section�6(b), Executive shall pay the Excise Tax.
4
7. Miscellaneous Provisions.
(a) Other Severance Arrangements. This Agreement supersedes any and all cash severance arrangements, including on change in control, under any prior separation, severance and salary continuation arrangements, programs and plans which were previously offered by the Company to the Executive, including severance arrangements pursuant to an employment agreement or offer letter (but excluding arrangements related to equity). In no event shall any individual receive cash severance benefits under both this Agreement and any other severance pay or salary continuation program, plan or other arrangement with the Company.
(b) Notice. Notices and all other communications contemplated by this Agreement shall be in writing and shall be deemed to have been duly given when personally delivered or when mailed by U.S. registered or certified mail, return receipt requested and postage prepaid or�deposited with Federal Express Corporation, with shipping charges prepaid. In the case of the Executive, mailed notices shall be addressed to him or her at the home address which he or she most recently communicated to the Company in writing. In the case of the Company, mailed notices shall be addressed to its corporate headquarters, and all notices shall be directed to the attention of its Secretary.
�(c) Waiver. No provision of this Agreement shall be modified, waived or discharged unless the modification, waiver or discharge is agreed to in writing and signed by the Executive and by an authorized officer of the Company (other than the Executive). No waiver by either party of any breach of, or of compliance with, any condition or provision of this Agreement by the other party shall be considered a waiver of any other condition or provision or of the same condition or provision at another time.
(d) Withholding Taxes. All payments made under this Agreement shall be subject to reduction to reflect taxes or other charges required to be withheld by law.
(e) Severability. The invalidity or unenforceability of any provision or provisions of this Agreement shall not affect the validity or enforceability of any other provision hereof, which shall remain in full force and effect.
(f) No Retention Rights. Nothing in this Agreement shall confer upon the Executive any right to continue in service for any period of specific duration or interfere with or otherwise restrict in any way the rights of the Company or any subsidiary of the Company or of the Executive, which rights are hereby expressly reserved by each, to terminate his or her service at any time and for any reason, with or without Cause.
(g) Choice of Law. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of California (other than their choice-of-law provisions).
5
IN WITNESS WHEREOF, each of the parties has executed this Agreement, in the case of the Company by its duly authorized officer, as of the day and year first above written.
�
����������������������������
_______________________ |
Jesper Andersen |
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INFOBLOX, INC. |
By: ____________________ |
Title: ___________________ |
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6
PRESS RELEASE
Media Contact:
Mike Langberg, Infoblox
408.986.5697
Infoblox Names Jesper Andersen
President and Chief Executive Officer
SANTA CLARA, Calif., November 25, 2014-Infoblox Inc. (NYSE: BLOX), the network control company, today named Jesper Andersen to the positions of president and chief executive officer, effective December 8, 2014. He will also become a member of the companys board of directors.
Andersen replaces Robert Thomas, who announced in May 2014 his intention to leave the company. Thomas will remain with Infoblox for about four months as an executive advisor to assist in an orderly transition.
Andersen, 51, is a seasoned networking and software industry executive with a track record of building large businesses at Cisco Systems, Oracle and other technology companies. Prior to joining Infoblox, he served in a number of roles at Cisco from September 2008 to November 2013, including as senior vice president for network management during his first three years at the company. In this capacity, he managed a team of more than 1,000 employees and was responsible for the development of the Cisco Prime portfolio of integrated network management and analysis solutions.
Jesper Andersen brings a unique set of skills to Infoblox, with a deep understanding of networking technology, experience in running and growing complex global businesses, and a clear vision of how the shift from hardware-defined to software-defined networking infrastructure will create new market opportunities, said Thomas.
Infoblox is already a leader in DNS, DCHP, and IP address management, the category known as DDI, said Michael L. Goguen, chairman of the Infoblox board of directors. After looking at a large group of candidates, the board selected Andersen because we believe he is the best choice to lead our company in taking advantage of emerging opportunities such as secure DNS, as well as advanced network control solutions for cloud and virtualization.
Prior to Cisco, Andersen served as senior vice president of application strategy at Oracle, where he was responsible for creating an application integration architecture capable of bringing together disparate products from multiple acquisitions. Prior to that, Andersen served as general manager and group vice president for tools and technology at PeopleSoft, as well as executive vice president of products for Pivotal Software.
A native of Denmark, Andersen has a masters degree in computer science from Aalborg University.
This is an incredibly important time in network services, with many changes on the horizon, said Andersen. Im excited to join Infoblox because the company has a well-earned reputation among its customers for quality, innovation, and leadership, a reputation that makes it possible for Infoblox to both grow its existing business and move in new directions from a position of strength.
Andersen introduces himself and talks further about his reasons for joining Infoblox in a short video now available online (http://youtu.be/GISY8kA2TEs).
About Infoblox
����
Infoblox (NYSE: BLOX) delivers network control solutions, the fundamental technology that connects end users, devices, and networks. These solutions enable approximately 7,700 enterprises and service providers to transform, secure, and scale complex networks. Infoblox helps take the burden of complex network control out of human hands, reduce costs, and increase security, accuracy, and uptime. Infoblox (www.infoblox.com) is headquartered in Santa Clara, California, and has operations in over 25 countries.
# # #
Cautionary Statement
All statements in this release that are not statements of historical fact, including but not limited to the quotations attributable to Messrs. Goguen and Andersen, are forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements involve risks and uncertainties that could cause our actual results to differ materially, including, but not limited to: unexpected delays in the delivery of our solutions, particularly at the end of the quarter; changes in demand for automated network control solutions; the market acceptance of our products; the fluctuations in our gross margins; the concentration of our customer base; competitive developments including pricing pressures; our ability to manage operating expenses effectively; and the general economic, industry or political conditions in the United States or internationally.
For a detailed discussion of these and other risk factors, please refer to our filings with the Securities and Exchange Commission, which are available on our investor relations Web site (http://ir.infoblox.com/) and on the SECs Web site (www.sec.gov).
All information provided in this release is as of November 25, 2014, and stockholders of Infoblox are cautioned not to place undue reliance on our forward-looking statements, which speak only as of the date such statements are made. Infoblox does not undertake any obligation to publicly update any forward-looking statements to reflect events, circumstances or new information after this press release, or to reflect the occurrence of unanticipated events.
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