Exhibit 10.2
February 1, 2021
Christopher Nicholas Kaddaras Jr.
Dear Chris:
Nutanix, Inc., a Delaware corporation (the “Company”), is pleased to offer you continued employment with the Company on the updated terms described below.
As a Company employee, you will be expected to continue to abide by the Company’s rules and standards, including, but not limited to, the Code of Conduct of Business Conduct & Ethics and the Employee Handbook.
In addition, as of the Effective Date, you will be eligible for annual incentive compensation at plan of an amount equal to 100% of your annual base salary, or USD $600,000, pursuant to the applicable Sales Commission Plan, to be signed by you and the Company within 30 days of the Effective Date (the “Sales Plan”). This will bring your overall annual target compensation as of the Effective Date to USD $1,200,000. Incentive compensation will be paid out on a monthly basis once it is earned, as defined in the Sales Plan and 30 days in arrears, unless otherwise provided by the Sales Plan.
Beginning with the Company’s 2022 fiscal year, the Company may designate you to be eligible for discretionary annual incentive compensation, with an annual target equal to 100% of your annual base salary, under the Company’s Executive Bonus Plan, in lieu of being eligible to participate in the Sales Plan. This discretionary annual
Nutanix Inc 1740 Technology Drive San Jose, CA 95110
www.nutanix.com
incentive compensation will be subject to achievement of performance targets, which will be set by the Company’s Board of Directors (the “Board”) or its Compensation Committee (the “Compensation Committee”), as determined by the Board, promptly after the beginning of each fiscal year. Achievement of the performance targets and payment of your incentive compensation shall be determined, in good faith, by the Board or the Compensation Committee (if so delegated by the Board) in its sole discretion.
Your base salary and your annual incentive compensation opportunity will be reviewed annually by the Board or the Compensation Committee (if so delegated by the Board) based on your performance and/or external compensation consultant recommendations. Your actual incentive payout may therefore differ from the target incentive amount. The target incentive shall be subject to any applicable plan terms and conditions for the applicable plan period, which will be provided separately to you, and as amended by the Company from time to time. Your eligibility for or receipt of an incentive payment in one fiscal year or plan period does not guarantee your eligibility for or receipt of an incentive payment in the next plan period, either in the applicable fiscal year or in the subsequent fiscal years.
Subject to the approval of the Board or the Committee and your continued status as a Service Provider, as defined in the Plan and to be described in the applicable RSU Agreement, the shares subject to the RSUs will vest on the following schedule: the “Vesting Commencement Date” for the Time-Based RSUs will be December 15, 2020; with 50% of the RSUs vesting on the three-year anniversary of the Vesting Commencement Date and 50% of the RSUs vesting on the four-year anniversary of the Vesting Commencement Date, so as to be 100% vested on the date that is the four-year anniversary of the Vesting Commencement Date (the “Vesting Schedule”). In the event that your continued status as a Service Provider ceases prior to an applicable vesting date in the Vesting Schedule, then the unvested RSUs and your right to acquire any shares subject to such unvested RSUs will immediately terminate.
Nutanix Inc 1740 Technology Drive San Jose, CA 95110
www.nutanix.com
Nutanix Inc 1740 Technology Drive San Jose, CA 95110
www.nutanix.com
If you wish to accept this offer, please sign and date the enclosed duplicate original of this letter agreement and return it via DocuSign. This offer, if not accepted, will expire at the close of business on the third business day following the date of this letter agreement.
Nutanix Inc 1740 Technology Drive San Jose, CA 95110
www.nutanix.com
Sincerely,
Nutanix, Inc.
Rukmini Sivaraman
Chief People Officer and SVP, Strategic Finance
/s/ Rukmini Sivaraman (Signature)
2/1/2021 Date
ACCEPTED AND AGREED: I confirm I am Christopher Nicholas Kaddaras Jr. and I intend to electronically sign this document. I intend that my electronic signature shall be binding upon me in the same way as my handwritten signature.
Christopher Nicholas Kaddaras Jr.
/s/ Christopher Nicholas Kaddaras Jr. (Signature)
2/2/2021 Date
Nutanix Inc 1740 Technology Drive San Jose, CA 95110
www.nutanix.com