Prior to joining Sprinklr, Mr. Sarin served as the Chief Financial Officer of Exabeam, Inc. from October 2018 to November2021. Prior to that, Mr. Sarin served as an Executive Vice President of Finance at Proofpoint, Inc. from October 2012 to September 2018. Earlier in his career, Mr. Sarin advised technology companies on corporate finance matters while serving at Merrill Lynch and J.P. Morgan. Mr. Sarin holds a degree in Computer Science from the Indian Institute of Technology (Banaras Hindu University) and an M.B.A. from Columbia Business School.
In connection with Mr. Sarin’s employment, pursuant to the terms of an offer letter (the “Offer Letter”), dated January 12, 2021, between Mr. Sarin and the Company, Mr. Sarin will receive an initial annual base salary of $440,000 and an annual discretionary bonus with a target amount equal to 90% of his annual base salary. Mr. Sarin will also be granted an initial equity award of RSUs under the Plan with an aggregate grant date value of $4,000,000 (the “Initial RSU Award”), based on the trading-day average share price on NYSE for the 30-trading-day period ending on February 10, 2022. The Initial RSU Award will vest over four years with one-fourth of the total shares subject to the award vesting on March 15, 2023, and thereafter, an additional one-sixteenth of the total shares subject to the award will vest on each subsequent June 15, September 15, December 15 and March 15(each a “Quarterly Date”), in each case subject to Mr. Sarin’s continued service with the Company through such vesting date. Mr. Sarin will also be granted RSUs under the Plan with an aggregate grant date value of $2,000,000 (the “Refresh RSU Award”), based on the trading-day average share price on NYSE for the 30-trading-day period ending on March 10, 2022. The Refresh RSU Award will vest over four years, with one-sixteenth of the total shares subject to the award vesting on each Quarterly Date following the grant date, in each case subject to Mr. Sarin’s continued service with the Company through such vesting date.
Pursuant to the Offer Letter, Mr. Sarin is eligible to participate in the employee benefit plans generally available to the Company’s employees and is subject to customary confidentiality covenants. Mr. Sarin is also entitled to certain severance benefits under the Company’s Severance and Change in Control Plan (the “Severance Plan”), subject to specific requirements, including signing and not revoking a separation agreement and release of claims. In the event Mr. Sarin is terminated by the Company outside of the period beginning three months prior to and ending twelve months after a “change in control” (as defined in the Severance Plan) (such period, the “change in control period”), other than for cause (as generally defined in the Severance Plan), death or disability, Mr. Sarin will be entitled to (a) cash severance equal to continued base salary payments for nine months, (b) a lump sum pro rata payment of his target annual bonus for the year of termination and (c) payment of COBRA premiums for up to nine months. In the event Mr. Sarin is terminated during a change in control period either by the Company other than for cause, death or disability or by the executive officer due to a constructive termination, Mr. Sarin will be entitled to (a) cash severance equal to continued base salary payments for 12 months, (b) a lump sum payment equal to 100% of his target annual bonus for the year of termination, (c) acceleration of all of his unvested and outstanding equity awards and (d) payment of COBRA premiums for up to 12 months.
There is no arrangement or understanding between Mr. Sarin and any other person pursuant to which he was selected as the Company’s Chief Financial Officer, and there is no family relationship between Mr. Sarin and any of the Company’s other executive officers or directors. Other than with respect to the Offer Letter, there are no transactions between Mr. Sarin and the Company that would be required to be reported under Item 404(a) of Regulation S-K.
In connection with Mr. Sarin’s appointment as Chief Financial Officer, the Company and Mr. Sarin will enter into the Indemnification Agreement, which requires the Company to indemnify Mr. Sarin, to the fullest extent permitted by Delaware law, for certain liabilities to which he may become subject as a result of his affiliation with the Company.
Furthermore, on January 12, 2022, Vivek Kundra, the Company’s Chief Operating Officer, notified the Company of his resignation from such position with the Company, effective February 12, 2022.
The foregoing description of the Offer Letter does not purport to be complete and is subject to, and qualified in its entirety by, the complete text of the Offer Letter, a copy of which the Company expects to file with its Annual Report on Form 10-K for the fiscal year ending January 31, 2022, and upon filing will be incorporated herein by reference.
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