Common use of Transition and Separation Clause in Contracts

Transition and Separation. Your anticipated separation date with the Company is June 16, 2022 unless your employment is terminated earlier by your voluntary termination, by Splunk, or on another date agreed to in writing between you and Splunk (the “Separation Date”). If your employment terminates earlier or later than the anticipated Separation Date, that date will become the “Separation Date” for the purposes of this Agreement. The time period between the date of notification, the date of this Agreement, and the Separation Date is your “Transition Period.” You and the Company anticipate that, provided you comply with the terms and conditions of this Agreement, your agreements with Splunk, the Code of Business Ethics and Conduct and all applicable Splunk policies, during your Transition Period: • You will remain a Splunk employee and Splunk will continue to pay you your current base salary or hourly rate, as applicable, minus applicable tax withholdings and deductions, payable in accordance with Splunk’s standard payroll practices. In accordance with the terms of the applicable equity plan, you will continue to be eligible to vest in any of your outstanding equity awards of the Company during the Transition Period, and any unvested equity awards will cease vesting and be canceled on the Separation Date. If you participate in the Employee Stock Purchase Plan (“ESPP”), you will continue to be eligible to participate in accordance with the terms of the ESPP. If enrolled, the Company will continue to provide you with your Company-sponsored health benefits through the end of the month of your Separation Date. You will be paid any accrued base salary, and any accrued and unused PTO, through your Separation Date. You acknowledge that you will not be eligible for, nor will you receive, any further compensation or benefits from Splunk (including an annual bonus for fiscal year 2023) except as specifically described in this Agreement. 000 Xxxxxxx Xxxxxx San Francisco, CA 94107 • You will promptly cancel all outstanding business travel and submit all reimbursement requests within 10 days of your Separation Date to Splunk via Concur. Splunk will reimburse reasonable and necessary business expenses in accordance with the Travel and Expense Policy. Throughout the Transition Period: • Until the Separation Date, you will continue to work regular work hours in your current position and as directed by your manager. You will also work with your manager to diligently transition your work, answer questions and assist Splunk as reasonably requested. • You will not work in any capacity for any other company, business, or organization during the Transition Period without Splunk’s prior written consent. • You will remain an at-will employee, which means that either you or Splunk may terminate your employment at any time for any lawful reason or no reason, with or without cause or notice. • You will comply with the applicable (i) terms and conditions of your employment offer letter (your “Offer Letter”); (ii) terms and conditions of the Employee Invention Assignment and Confidentiality Agreement (“EIACA”); and (iii) Splunk policies and practices, including the Code of Business Conduct and Ethics and Xxxxxxx Xxxxxxx Policy. You further affirm that you will comply with your continuing obligations under these agreements and policies post-termination. If, during the Transition Period, you are hired into a position outside of Splunk that starts during the Transition Period, you must provide written notice to HR at Xxxxxxx Xxxxxxxx (xxxxxxxx@xxxxxx.xxx) at least three business days before starting your new position. Upon such written notice you will be deemed to have resigned your Splunk employment effective immediately. If your Splunk employment terminates for any reason during the Transition Period, the compensation and benefits described above will end immediately upon your new Separation Date.

Appears in 1 contract

Samples: Separation Agreement (Splunk Inc)

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Transition and Separation. Your anticipated separation date with the Company is June 16will occur at 5:00 pm PST on March 31, 2022 unless your employment is terminated earlier by your voluntary termination, by Splunk, or on another date agreed to in writing between you and Splunk (the “Separation Date”), unless your employment is terminated earlier as set forth herein by the terms of this Agreement. If your employment terminates earlier or later than the anticipated Separation DateMarch 31, 2022, that date will become the “Separation Date” for the purposes of this AgreementAgreement and the second release agreement, which is attached as Attachment 3 (the “Second Release”). The time period between the date of notification, the date of this Agreement, Agreement and the Separation Date Date, if any, is your “Transition Period.” You and the Company anticipate agree that, provided you comply with the terms and conditions of this Agreement, your Offer Letter (as defined below), the EIACA (as defined below) as modified below, your Indemnification Agreement with Splunk, the agreements with SplunkSplunk governing your Splunk equity awards, the Code of Business Ethics and Conduct and all applicable Splunk policies, during your Transition Period: • You will remain a Splunk employee and Splunk will continue to pay you your current currently applicable base salary or hourly rate, as applicablesalary, minus applicable tax withholdings and deductions, payable in accordance with Splunk’s standard payroll practices. In accordance with the terms of the applicable equity plan, you will continue to be eligible to vest in any of your outstanding equity awards of the Company during the Transition Period, and and, except as specifically described in this Agreement or the Second Release, any unvested equity awards will cease vesting and be canceled on the Separation Date. For purposes of clarity, you will not forfeit any and all equity awards that vest prior to the Separation Date, including those that become vested by the terms and conditions of this Agreement and the Second Release. If you participate in the Employee Stock Purchase Plan (“ESPP”), you your participation will continue to be eligible to participate terminate in accordance with the terms of the ESPP. If enrolled, the Company will continue to provide you with your Company-sponsored health benefits through the end of the month of your Separation Date. You will be paid any accrued base salary, and any accrued and unused PTO, PTO through your Separation Date. A lump sum cash payment of your annual cash bonus for fiscal year 2022 (which ended January 31, 2022) under the Company’s Executive Bonus Plan, based solely on actual achievement of the applicable fiscal 2022 performance goals as determined by the Compensation Committee (the “Committee”) of the Company’s Board of Directors, less any mid-year advance thereof, will be paid to you at the same time fiscal year 2022 cash bonuses under the Company’s Executive Bonus Plan are paid to other participants thereunder, minus applicable tax with-holdings and deductions. For purposes of clarity, you will be paid your fiscal 2022 bonus (which is based solely on Company performance) at the same level of Company performance achievement as all other participants in the Executive Bonus Plan. You acknowledge that you will not be eligible for, nor will you receive, any further compensation other bonus, variable compensation, or benefits from Splunk (including an annual bonus for fiscal year 2023) other payment, or vesting of equity awards, except as specifically described in this AgreementAgreement or the Second Release. 000 Xxxxxxx Xxxxxx San Francisco, CA 94107 • You will promptly cancel all outstanding business travel tickets, hotels, and any other reservations you have purchased for your employment with Splunk, and submit all reimbursement requests within 10 days of your Separation Date to Splunk via Concur. Splunk Concur no later than 30 days from your actual termination date, even if it is before the Separation Date, and you will reimburse be reimbursed any outstanding reasonable and necessary business and travel expenses (including cancelation fees), in accordance with the Splunk’s Travel and Expense Policy. Throughout the Transition Period: • Until the Separation Date, you You will continue to work regular work hours in your current position and as directed by your managerreport to Splunk’s Interim Chief Executive Officer. You will also work with your manager will, as requested, remain available in person, by phone and electronic means and provide reasonable and timely assistance to diligently transition your work, answer questions and assist Splunk transition your duties and responsibilities, as reasonably requestedrequested by Splunk. • You will not work in any capacity for any other company, business, or organization during the Transition Period without Splunk’s prior written consent. • You will remain an at-will employee, which means that either you or Splunk may terminate your employment at any time for any lawful reason or no reason, with or without cause or notice. • You will comply with the applicable (i) terms and conditions of your employment offer letter with the Company, dated as of March 2, 2021 (your “Offer Letter”); (ii) terms and conditions of the Employee Invention Assignment and Confidentiality Agreement (“EIACA”); and (iii) Splunk policies and practices, including the Code of Business Conduct and Ethics and Xxxxxxx Xxxxxxx Policy, which such policy will no longer apply to you once you no longer have material non-public information, provided that you exit the Company in an open trading window. You further affirm that you will comply with your continuing obligations under these agreements and policies post-termination. Notwithstanding the foregoing, the Company agrees and acknowledges that your solicitation of your administrative assistant at Splunk shall not constitute a violation of Section 12 of the EIACA. If, during the Transition Period, you are hired into a position outside of Splunk that starts during the Transition Period, you must provide written notice to HR at Xxxxxxx Xxxxxxxx (xxxxxxxx@xxxxxx.xxx) at xxxxxxxx@xxxxxx.xxx at least three business days before starting your new position. Upon such written notice you will be deemed to have resigned your Splunk employment effective immediately, and the date of such written notice will then constitute the Separation Date under this Agreement. For the avoidance of doubt, you may voluntarily resign from Splunk prior to 5:00 pm PST on March 31, 2022, or your employment may be terminated for Cause (as defined in your Offer Letter) prior to 5:00 pm PST on March 31, 2022. If your Splunk employment terminates for any reason during the Transition Period, due to you being hired into a position outside of Splunk that starts during the Transition Period, your resignation or for Cause, the compensation and benefits described above will end immediately upon your new Separation Date. Effective as of your Separation Date, your existing Offer Letter with the Company shall terminate.

Appears in 1 contract

Samples: Transition and Separation Agreement (Splunk Inc)

Transition and Separation. Your anticipated separation date (a) Effective on April 8, 2024 (the “Transition Date”), the Employee’s role as President of Intelligent Platform Solutions and status as an officer of the Company and each of its affiliates will end. The Employee’s employment with the Company is shall continue as of the Transition Date and end on the earliest of (i) June 1630, 2022 unless your employment is terminated earlier by your voluntary termination2024 (the “Planned Separation Date”), by Splunk(ii) the date the Employee takes any action that constitutes Cause (as defined in the Offer Letter), or on another (iii) the date agreed to in writing between you and Splunk the Employee voluntarily terminates employment with the Company for any reason (the earliest such date, the “Separation Date”). (b) During the period (the “Employment Period”) beginning on the Transition Date and ending on the Separation Date, the Employee will remain employed by the Company as an Advisor reporting to the Chief Executive Officer of the Company (the “CEO”) and provide transition services (the “Transition Services”) on an as-requested and as-needed based in the Employee’s areas of expertise and work experience and responsibility. (c) During the Employment Period, the Employee will continue to be paid base salary at the rate in effect on the Effective Date and continue to be eligible for the employee benefit plans made available to executives of the Company on the terms and conditions set forth in such employee benefit plans. If your employment terminates earlier or All payments made to the Employee during the Employment Period will be subject to any required withholding taxes and authorized deductions. (d) The Stratus Retention Bonus (as defined in the Offer Letter), which the Employee earned on April 1, 2024, will be paid to the Employee no later than the anticipated Company’s second regular payroll date following April 1, 2024. (e) During the Employment Period, the Employee will remain eligible to earn the SGH Retention Bonus (as defined in the Offer Letter). Accordingly, if the Employee remains employed in good standing with the Company through May 31, 2024, the Company will pay the Employee a cash bonus in the amount of $1,133,000, less applicable withholding taxes, no later than the Company’s second regular payroll date following May 31, 2024. (f) During the Employment Period, the RSU Award (as defined in Section 3) shall continue to vest in accordance with its terms. On the Separation Date, that date the then-unvested portion of the | RSU Award, after applying any vesting acceleration to which the Employee is entitled under Section 3, shall be forfeited. (g) The Employee agrees that, during the Employment Period and thereafter, the Employee will become the “Separation Date” not, except for the purposes of this Agreement. The time period between performing the date of notificationTransition Services, the date of this Agreement, and the Separation Date is your “Transition Period.” You and the Company anticipate that, provided you comply with the terms and conditions of this Agreement, your agreements with Splunk, the Code of Business Ethics and Conduct and all applicable Splunk policies, during your Transition Period: • You will remain a Splunk employee and Splunk will continue seek to pay you your current base salary obtain any confidential or hourly rate, as applicable, minus applicable tax withholdings and deductions, payable in accordance with Splunk’s standard payroll practices. In accordance with the terms proprietary information or materials of the applicable equity plan, you will continue to be eligible to vest in any of your outstanding equity awards of the Company during the Transition Period, and any unvested equity awards will cease vesting and be canceled on the Separation Date. If you participate in the Employee Stock Purchase Plan (“ESPP”), you will continue to be eligible to participate in accordance with the terms of the ESPP. If enrolled, the Company will continue to provide you with your Company-sponsored health benefits through the end of the month of your Separation Date. You will be paid any accrued base salary, and any accrued and unused PTO, through your Separation Date. You acknowledge that you will not be eligible for, nor will you receive, any further compensation or benefits from Splunk (including an annual bonus for fiscal year 2023) except as specifically described in this Agreement. 000 Xxxxxxx Xxxxxx San Francisco, CA 94107 • You will promptly cancel all outstanding business travel and submit all reimbursement requests within 10 days of your Separation Date to Splunk via Concur. Splunk will reimburse reasonable and necessary business expenses in accordance with the Travel and Expense Policy. Throughout the Transition Period: • Until the Separation Date, you will continue to work regular work hours in your current position and as directed by your manager. You will also work with your manager to diligently transition your work, answer questions and assist Splunk as reasonably requested. • You will not work in any capacity for any other company, business, or organization during the Transition Period without Splunk’s prior written consent. • You will remain an at-will employee, which means that either you or Splunk may terminate your employment at any time for any lawful reason or no reason, with or without cause or notice. • You will comply with the applicable (i) terms and conditions of your employment offer letter (your “Offer Letter”); (ii) terms and conditions of the Employee Invention Assignment and Confidentiality Agreement (“EIACA”); and (iii) Splunk policies and practices, including the Code of Business Conduct and Ethics and Xxxxxxx Xxxxxxx Policy. You further affirm that you will comply with your continuing obligations under these agreements and policies post-termination. If, during the Transition Period, you are hired into a position outside of Splunk that starts during the Transition Period, you must provide written notice to HR at Xxxxxxx Xxxxxxxx (xxxxxxxx@xxxxxx.xxx) at least three business days before starting your new position. Upon such written notice you will be deemed to have resigned your Splunk employment effective immediately. If your Splunk employment terminates for any reason during the Transition Period, the compensation and benefits described above will end immediately upon your new Separation Date.

Appears in 1 contract

Samples: Transition and Separation Agreement (SMART Global Holdings, Inc.)

Transition and Separation. Your anticipated separation date with (a) The Parties hereby agree that Executive will cease serving as Senior Advisor of the Company is June 16Company, 2022 unless your employment is terminated earlier by your voluntary terminationeffective as of November 30, by Splunk, or on another date agreed to in writing between you and Splunk 2023 (the “Separation Date”). If your employment terminates earlier or later than the anticipated Separation Date, that date will become the “Separation Date” for the purposes of this Agreement. The time period between the date of notification, the date of this Agreement, and the Separation Date is your “Transition Period.” You and the Company anticipate that, provided you comply with the terms and conditions of this Agreement, your agreements with Splunk, the Code of Business Ethics and Conduct and all applicable Splunk policies, during your Transition Period: • You will remain a Splunk employee and Splunk will continue to pay you your current base salary or hourly rate, as applicable, minus applicable tax withholdings and deductions, payable in accordance with Splunk’s standard payroll practices. In accordance with the terms of the applicable equity plan, you will continue to be eligible to vest in any of your outstanding equity awards of the Company during the Transition Period, and any unvested equity awards will cease vesting and be canceled on the Separation Date. If you participate in the Employee Stock Purchase Plan (“ESPP”), you will continue to be eligible to participate in accordance with the terms of the ESPP. If enrolled, the Company will continue to provide you with your Company-sponsored health benefits through the end of the month of your Separation Date. You will be paid any accrued base salary, and any accrued and unused PTO, through your Separation Date. You acknowledge that you will not be eligible for, nor will you receive, any further compensation or benefits from Splunk (including an annual bonus for fiscal year 2023) except as specifically described in this Agreement. 000 Xxxxxxx Xxxxxx San Francisco, CA 94107 • You will promptly cancel all outstanding business travel and submit all reimbursement requests within 10 days of your Separation Date to Splunk via Concur. Splunk will reimburse reasonable and necessary business expenses in accordance with the Travel and Expense Policy. Throughout the Transition Period: • Until Through the Separation Date, you Executive will continue to work regular work hours receive the same compensation and benefits currently in your current position and effect. Effective as directed by your manager. You will also work with your manager to diligently transition your work, answer questions and assist Splunk as reasonably requested. • You will not work in any capacity for any other company, business, or organization during the Transition Period without Splunk’s prior written consent. • You will remain an at-will employee, which means that either you or Splunk may terminate your employment at any time for any lawful reason or no reason, with or without cause or notice. • You will comply with the applicable (i) terms and conditions of your employment offer letter (your “Offer Letter”); (ii) terms and conditions of the Employee Invention Assignment Separation Date, Executive will resign (and Confidentiality Agreement (“EIACA”); and (iii) Splunk policies and practices, including the Code of Business Conduct and Ethics and Xxxxxxx Xxxxxxx Policy. You further affirm that you will comply with your continuing obligations under these agreements and policies post-termination. If, during the Transition Period, you are hired into a position outside of Splunk that starts during the Transition Period, you must provide written notice to HR at Xxxxxxx Xxxxxxxx (xxxxxxxx@xxxxxx.xxx) at least three business days before starting your new position. Upon such written notice you will be deemed to have resigned your Splunk without any further action by Executive) from all positions Executive held in any capacity as an officer, director, benefit plan trustee or fiduciary or otherwise with respect to the Company and its subsidiaries and affiliates. Executive shall promptly execute such additional documents as may be necessary to evidence the foregoing resignations. (b) From and following the Separation Date through March 1, 2024 (or such earlier date as determined pursuant to this Section 1(b)) (such applicable date, the “Consulting Period End Date,” and such period between the Separation Date through the Consulting Period End Date, the “Consulting Period”), in consideration for the benefits to be provided under this Agreement, Executive shall serve as a non-employee consultant to the Company providing such transition and advisory services to the Company, as may be reasonably requested by the Company from time to time during the Consulting Period (the “Services”). The Consulting Period may be terminated by Executive prior to the Consulting Period End Date upon 60 days prior written notice to the Company. Executive agrees and acknowledges that, subject to the exceptions set forth in Section 7 (Whistleblower Protections) and Section 8 (Defend Trade Secrets Act), Executive shall not use or disclose any Confidential Information (as defined in the Employment Agreement) made available to Executive or to which Executive has access to during the Consulting Period. Executive shall, as a condition to receiving the benefits provided under this Agreement, re-execute and not revoke the Release Agreement (as defined below) on the Consulting Period End Date by signing the ratification in the Release Agreement and returning it to the Company. (c) It is understood and agreed that Executive shall perform the Services as an independent contractor, and this Agreement is not intended by the parties to establish an employment effective immediatelyrelationship. If your Splunk employment terminates Executive may not, at any time, act as a representative for or on behalf of the Company or its affiliates for any reason purpose or transaction, and may not bind or otherwise obligate the Company or its affiliates in any manner whatsoever without obtaining the prior written approval of the Company therefor. Executive shall be solely responsible for the payment of any federal, state or local income, withholding or payroll taxes owed by Executive solely due to the receipt of compensation for providing services as a consultant under this Agreement, and shall indemnify, defend and hold harmless the Company and its affiliates, officers, directors, employees, agents, successors and assigns from any claims, assessments or liabilities from a taxing authority relating to any such taxes. In his capacity as a consultant, Executive shall not be entitled to participate in any employee benefit plans of the Company or any of its affiliates (provided that Executive may participate in the benefit plans of the Company and its affiliates in his status as a former employee of the Company where applicable). (d) Subject to Executive’s Continuing Obligations in Section 4 of this Agreement, nothing in this Section 1 shall preclude the Executive from engaging as an employee, independent contractor or consultant to third parties during the Transition Consulting Period, the compensation and benefits described above will end immediately upon your new Separation Date.

Appears in 1 contract

Samples: Transition and Separation Agreement (Bausch & Lomb Corp)

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Transition and Separation. Your anticipated a. Executive has tendered his resignation from the Company effective August 2, 2013 (the date of this Agreement through Executive’s date of separation of employment, the “Transition Period”) and the Parties anticipate that Executive’s last day of employment will be August 2, 2013; provided, however, the Company may, at its sole discretion, upon written notice to Executive accept Executive’s resignation so that it is effective at any time during the Transition Period or extend the Transition Period beyond August 2, 2013, but not later than September 1, 2013. The date that Executive’s employment actually ends will be his separation date with the Company is June 16, 2022 unless your employment is terminated earlier by your voluntary termination, by Splunk, or on another date agreed to in writing between you and Splunk (the “Separation Date”). If your employment terminates earlier or later than the anticipated Separation Date, that date will become the “Separation Date” for the purposes of this Agreement. The time period between the date of notification, the date of this Agreement, and the Separation Date is your “Transition Period.” You and the Company anticipate that, provided you comply with the terms and conditions of this Agreement, your agreements with Splunk, the Code of Business Ethics and Conduct and all applicable Splunk policies, during your Transition Period: • You will remain a Splunk employee and Splunk will continue to pay you your current base salary or hourly rate, as applicable, minus applicable tax withholdings and deductions, payable in accordance with Splunk’s standard payroll practices. In accordance with the terms of the applicable equity plan, you will continue to be eligible to vest in any of your outstanding equity awards of the Company during b. During the Transition Period, Executive will continue (i) to report to the Board and (ii) to perform his current duties and responsibilities, including but not limited to, cooperating with respect to any unvested equity awards regulatory or similar filings of the Company, and such other duties and responsibilities commensurate with his position as may be reasonably assigned to him, as well as fully cooperate and work with Xxxxx X. Xxxxxxxxx, who will cease vesting become the Interim Chief Executive Officer immediately upon Executive’s Separation Date and be canceled on otherwise assist the Separation Date. If you participate Company in the Employee Stock Purchase Plan (“ESPP”), you will continue to be eligible to participate in accordance with the terms transition of the ESPP. If enrolled, the Company will continue to provide you with your Company-sponsored health benefits through the end his duties and responsibilities. c. Effective as of the month of your Separation Date. You will be paid any accrued base salary, and any accrued and unused PTO, through your Separation Date. You acknowledge that you will not be eligible for, nor will you receive, any further compensation or benefits from Splunk (including an annual bonus for fiscal year 2023) except as specifically described in this Agreement. 000 Xxxxxxx Xxxxxx San Francisco, CA 94107 • You will promptly cancel all outstanding business travel and submit all reimbursement requests within 10 days of your Separation Date to Splunk via Concur. Splunk will reimburse reasonable and necessary business expenses in accordance with the Travel and Expense Policy. Throughout the Transition Period: • Until the Separation Date, you will continue to work regular work hours in your current Executive hereby resigns from each and every office, directorship and any other position that Executive held with the Company and the Related Companies, including, but not limited to, Executive’s positions as President and Chief Executive Officer of the Company and as directed by your manager. You will also work with your manager to diligently transition your work, answer questions and assist Splunk as reasonably requested. • You will not work in any capacity for any other company, business, or organization during the Transition Period without Splunk’s prior written consent. • You will remain an at-will employee, which means that either you or Splunk may terminate your employment at any time for any lawful reason or no reason, with or without cause or notice. • You will comply with the applicable (i) terms and conditions of your employment offer letter (your “Offer Letter”); (ii) terms and conditions a member of the Employee Invention Assignment and Confidentiality Agreement (“EIACA”); and (iii) Splunk policies and practices, including Board. Also effective as of the Code of Business Conduct and Ethics and Xxxxxxx Xxxxxxx Policy. You further affirm that you will comply with your continuing obligations under these agreements and policies post-termination. If, during the Transition Period, you are hired into a position outside of Splunk that starts during the Transition Period, you must provide written notice to HR at Xxxxxxx Xxxxxxxx (xxxxxxxx@xxxxxx.xxx) at least three business days before starting your new position. Upon such written notice you will be deemed to have resigned your Splunk employment effective immediately. If your Splunk employment terminates for any reason during the Transition Period, the compensation and benefits described above will end immediately upon your new Separation Date, Executive further renounces all signatory authority he possesses on behalf of the Company and any Related Companies. Although the foregoing is effective without any further action on the part of Executive, Executive agrees to execute any documents requested by the Company as necessary or appropriate to effectuate such actions.

Appears in 1 contract

Samples: Transition and Separation Agreement (School Specialty Inc)

Transition and Separation. Your anticipated separation date with the Company is June 16will occur at 5:00 pm PST on March 31, 2022 2022, unless your employment is terminated earlier by in accordance with your voluntary termination, by Splunk, or on another date agreed to in writing between you and Splunk existing employment arrangements (the “Separation Date”). If your employment terminates earlier or later than the anticipated Separation DateMarch 31, 2022, that date will become the “Separation Date” for the purposes of this Agreement. The time period between the date of notification, the date of this Agreement, Agreement and the Separation Date Date, if any, is your “Transition Period.” You and the Company anticipate agree that, provided you comply with the terms and conditions of this Agreement, your agreements with Splunk, the Code of Business Ethics and Conduct and all applicable Splunk policies, during your Transition Period: • You will remain a Splunk employee and Splunk will continue to pay you your current currently applicable base salary or hourly rate, as applicablesalary, minus applicable tax withholdings and deductions, payable in accordance with Splunk’s standard payroll practices. In accordance with the terms of the applicable equity plan, you will continue to be eligible to vest in any of your outstanding equity awards of the Company during the Transition PeriodPeriod (including equity awards granted to you in March 2021 scheduled to vest in March 2022), and and, except as specifically described in this Agreement, any unvested equity awards will cease vesting and be canceled cancelled on the Separation Date. If you participate in the Employee Stock Purchase Plan (“ESPP”), you your participation will continue to be eligible to participate terminate in accordance with the terms of the ESPP. If enrolled, the Company will continue to provide you with your Company-sponsored health benefits through the end of the month of your Separation Date. You will be paid any accrued base salary, and any accrued and unused PTO, PTO through your Separation Date. A lump sum cash payment of your annual cash bonus for fiscal year 2022 under the Company’s Executive Bonus Plan, based on actual achievement of the applicable fiscal 2022 performance goals as determined by the Compensation Committee (the “Committee”) of the Company’s Board of Directors, will be paid to you at the same time fiscal year 2022 cash bonuses under the Company’s Executive Bonus Plan are paid to other participants thereunder, minus applicable tax withholdings and deductions. You acknowledge that you will not be eligible for, nor will you receive, any further compensation other bonus, variable compensation, or benefits from Splunk (including an annual bonus for fiscal year 2023) other payment, or vesting of equity awards, except as specifically described in this Agreement. 000 Xxxxxxx Xxxxxx San Francisco, CA 94107 • You will promptly cancel all outstanding business travel tickets, hotels, and any other reservations you have purchased for your employment with Splunk, and submit all reimbursement requests within 10 days of your Separation Date to Splunk via Concur. Splunk Concur no later than 30 days from your actual termination date, even if it is before the Separation Date, and you will reimburse be reimbursed any outstanding reasonable and necessary business and travel expenses (including cancelation fees), in accordance with the Splunk’s Travel and Expense Policy. Throughout the Transition Period: • Until the Separation Date, you You will continue to work regular work hours in your current position and as directed by your managerreport to Splunk’s interim Chief Executive Officer. You will also work with your manager will, as requested, remain available in person, by phone and electronic means and provide reasonable and timely assistance to diligently transition your work, answer questions and assist Splunk transition your duties and responsibilities, as reasonably requestedrequested by Splunk. • You will not work in any capacity for any other company, business, or organization during the Transition Period without Splunk’s prior written consent. • You will remain an at-will employee, which means that either you or Splunk may terminate your employment at any time for any lawful reason or no reason, with or without cause or notice. • You will comply with the applicable (i) terms and conditions of your employment offer letter letter, as amended from time to time (your “Offer Letter”); (ii) terms and conditions of the Employee Invention Assignment and Confidentiality Agreement (“EIACA”); and (iii) Splunk policies and practices, including the Code of Business Conduct and Ethics and Xxxxxxx Xxxxxxx Policy. You further affirm that you will comply with your continuing obligations under these agreements and policies post-termination. If, during the Transition Period, you are hired into a position outside of Splunk that starts during the Transition Period, you must provide written notice to HR at Xxxxxxx Xxxxxxxx (xxxxxxxx@xxxxxx.xxx) at xxxxxxxx@xxxxxx.xxx at least three business days before starting your new position. Upon such written notice you will be deemed to have resigned your Splunk employment effective immediately, and the date of such written notice will then constitute the Separation Date under this Agreement. For the avoidance of doubt, you may voluntarily resign from Splunk prior to 5:00 pm PST on March 31, 2022, and your employment may otherwise be terminated in accordance with your existing employment arrangements prior to 5:00 pm PST on March 31, 2022. If your Splunk employment terminates for any reason during the Transition Period, including without limitation due to you being hired into a position outside of Splunk that starts during the Transition Period, the compensation and benefits described above will end immediately upon your new Separation Date. Effective as of your Separation Date, your existing Offer Letter with the Company, dated November 16, 2015, as amended on each of June 4, 2019, May 7, 2020, and November 22, 2021, shall terminate. However, except as modified by this Agreement, paragraphs 5 (Confidentiality); 8 (Section 409A Matters); 9 (Definitions); and 12 (Arbitration) therein, in all cases, shall continue in full force and effect, except as specifically modified by the fully executed Agreement.

Appears in 1 contract

Samples: Transition and Separation Agreement (Splunk Inc)

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