Exhibit 10.1
NUTANIX, INC.
2016 EQUITY INCENTIVE PLAN
GLOBAL RESTRICTED STOCK UNIT AGREEMENT
(STOCK PRICE PERFORMANCE-BASED RESTRICTED STOCK UNITS)
Unless otherwise defined herein, the terms defined in the Nutanix, Inc. 2016 Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Global Restricted Stock Unit Agreement, including the Notice of Restricted Stock Unit Grant (the “Notice of Grant”), the Terms and Conditions of Restricted Stock Unit Grant, attached hereto as Exhibit A, and the Country-Specific Terms and Conditions, attached hereto as Exhibit B (collectively this “Award Agreement”).
NOTICE OF RESTRICTED STOCK UNIT GRANT
Participant: Rajiv Ramaswami
Participant has been granted the right to receive an Award of Restricted Stock Units, subject to the terms and conditions of the Plan and this Award Agreement, as follows:
Grant Number
Date of Grant
Target Restricted Stock Units 238,398
Vesting Schedule:
The Restricted Stock Units will vest in accordance with the Performance Condition Appendix attached hereto.
In the event Participant ceases to be the Company’s Chief Executive Officer for any or no reason before Participant vests in the Restricted Stock Units (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where Participant is employed or the terms of Participant’s employment or service agreement, if any), the Restricted Stock Units and Participant’s right to acquire any shares of Class A common stock (“Shares”) hereunder will immediately terminate.
Participant has reviewed the Plan and this Award Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Award Agreement and fully understands all provisions of the Plan and this Award Agreement. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions relating to the Plan and this Award Agreement. Participant further agrees to notify the Company upon any change in the residence address indicated above.
Participant is required to accept this Award electronically by accessing the E*Trade Financial Services, Inc. (“E*Trade”) website at
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WWW.ETRADE.COM. By clicking on the “Accept” button on the e*trade website, Participant accepts this Award and agrees to be bound by the terms of this AWARD Agreement (including Exhibits A AND B hereto) and the Plan. Participant further acknowledges that such electronic acceptance of this AWARD Agreement shall have the same binding effect as a written or hard copy signature.
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PERFORMANCE CONDITION APPENDIX
The number of Restricted Stock Units (“RSUs”) that will be eligible to vest and to be released to Participant (1) may be more or less than the Target Restricted Stock Units set forth in the Notice of Grant but (2) may not exceed 200% of the Target Restricted Stock Units set forth in the Notice of Grant.
The RSUs will become Eligible RSUs based upon achievement of the following stock price targets (“Stock Price Hurdles”), which will be measured and achieved based on the date that the average closing price of a Share is equal to or greater than the applicable Stock Price Hurdles over a period of 90 consecutive calendar days (“Stock Price Achievement”) at any time during the Performance Period:
Stock Price Achievement Payout Table | |
Stock Price Hurdle | Percentage of Target Restricted Stock Units in the Aggregate that Become Eligible RSUs (as defined below) |
$90 | 200% |
$80 | 150% |
$70 | 100% |
Less than $70 | 0% |
For the avoidance of doubt, achievement between applicable Stock Price Hurdles will not result in any linear scaling of the RSU percentage.
If the Company incurs a change in capitalization as specified in Section 13(a) of the Plan (for example, a stock-split), then each Stock Price Milestone and the Shares subject to the RSUs will be proportionately adjusted to account for such change in capitalization.
Change in Control. Notwithstanding the foregoing, in the case of a Change in Control during the Performance Period, a final measurement of Stock Price Achievement will be completed based on the per Share price payable to the Company’s stockholders in the Change in Control and any RSUs will become Eligible RSUs based on the Stock Price Achievement Payout Table above. Any RSUs that become Eligible RSUs will vest on the Vesting Date and any RSUs that do not become Eligible RSUs as of the Change in Control will forfeit automatically. For
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purposes of the limitation in Section 3 below, the Performance Period will be deemed to end upon the Change in Control rather than on July 31, 2027.
For the avoidance of doubt, any existing double-trigger vesting acceleration provisions that apply to time-vested equity, whether under the Company’s Change of Control and Severance Policy, Executive Severance Policy, or any another separate agreement, for Participant will apply to those Eligible RSU subject to time-based vesting following a Change in Control.
The following limitation shall apply with respect to the RSUs. The Company’s TSR (as defined in Participant’s Global Restricted Stock Unit Agreement (For Fiscal Year 2024 Performance-Based Restricted Stock Units) (the “FY 2024 rTSR Agreement”) shall be measured relative to the TSRs of the Indexed Companies (as defined in the FY 2024 rTSR Agreement) during the Performance Period using the same calculation methodology set forth in the rTSR Agreement. For the limited purpose of the foregoing, the FY 2024 rTSR Agreement is hereby incorporated by reference.
Notwithstanding the calculation set forth in Section 2, if, for the Performance Period, the percentile ranking of the Company TSR relative to the TSRs of the Indexed Companies under Step 4 of Section 3 of the FY 2024 rTSR Agreement is less than the 50th percentile, then payout of the RSUs becoming Eligible RSUs shall be capped at 100%.
100% of Participant’s Eligible RSUs will vest and be released to Participant on the Vesting Date, subject to Participant continuing to be the Company’s Chief Executive Officer (“CEO”) through such Vesting Date. For the avoidance of doubt, Participant must serve as CEO on the Vesting Date for Eligible RSUs to vest and Participant’s ceasing to serve as CEO will result in forfeiture of any unvested RSUs hereunder, subject to the double-trigger vesting acceleration provisions set forth in the Company’s Change of Control and Severance Policy or another separate agreement.
The determination of the Stock Price Achievement for the Performance Period will be made solely by the Administrator. In making its determination, the Administrator may take into account any factors that it deems applicable. The determination, decision or action of the Administrator with respect to this Award will be final, conclusive, and binding upon Participant, and will be given the maximum possible deference permitted by law.
With respect to the limitation set forth in Section 3, consistent with the FY 2024 rTSR Agreement, the Administrator will be permitted to rely on a tracker established by Infinite Equity, or another third-party firm specialized in tracking the Company TSR and each Indexed Company TSR (the “Tracker”) and any result calculated by the Tracker and used by the Administrator for purposes of this Awards will be deemed to be correct and final for all purposes.
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Any Shares to be issued upon achievement and certification of the performance measures related to the RSUs herein are subject to recoupment by the Company in accordance with the terms of the Company’s Compensation Recovery Policy, as it may be amended from time to time (the “Clawback Policy”). Accordingly, the Company reserves the right to recover any Shares to the extent that recovery under Clawback Policy is triggered in accordance with the recovery procedures set forth in the Clawback Policy.
For purposes of the above, the following terms shall have the following meanings:
“Eligible RSUs” shall mean, with respect to the Performance Period, the number, if any, of RSUs that will be eligible to vest and to be released to Participant for the Performance Period, calculated in accordance with Share Price Achievement Payout Table above.
“Performance Period” means the period beginning on the Date of Grant and ending on July 31, 2027.”
“Vesting Date” shall mean September 15, 2027.
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EXHIBIT A
TERMS AND CONDITIONS OF RESTRICTED STOCK UNIT GRANT
Notwithstanding anything in the Plan or this Award Agreement to the contrary, if the vesting of the balance, or some lesser portion of the balance, of the Restricted Stock Units is accelerated in connection with Participant’s termination as a Service Provider (provided that such termination is a “separation from service” within the meaning of Section 409A, as determined by the Company), other than due to death, and if (x) Participant is a “specified employee” within the
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4892-7682-5752.4
meaning of Section 409A at the time of such termination as a Service Provider and (y) the payment of such accelerated Restricted Stock Units will result in the imposition of additional tax under Section 409A if paid to Participant on or within the six (6) month period following Participant’s termination as a Service Provider, then the payment of such accelerated Restricted Stock Units will not be made until the date six (6) months and one (1) day following the date of Participant’s termination as a Service Provider, unless Participant dies following his or her termination as a Service Provider, in which case, the Restricted Stock Units will be paid in Shares to Participant’s estate as soon as practicable following his or her death. It is the intent of this Award Agreement that it and all payments and benefits hereunder be exempt from, or comply with, the requirements of Section 409A so that none of the Restricted Stock Units provided under this Award Agreement or Shares issuable thereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to be so exempt or so comply. Each payment payable under this Award Agreement is intended to constitute a separate payment for purposes of U.S. Treasury Regulation Section 1.409A-2(b)(2). For purposes of this Award Agreement, “Section 409A” means Section 409A of the Code, and any final U.S. Treasury Regulations and U.S. Internal Revenue Service guidance thereunder, as each may be amended from time to time.
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Prior to any relevant taxable or tax withholding event, as applicable, Participant will pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, Participant authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy all Tax-Related Items by withholding from Participant’s wages or other cash compensation paid to Participant by the Company and/or the Employer or withholding from proceeds of the sale of Shares acquired upon vesting of the Restricted Stock Units, either through a voluntary sale or through a mandatory sale arranged by the Company (on Participant’s behalf pursuant to this authorization) without further consent from Participant.
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EXHIBIT B
COUNTRY-SPECIFIC
TERMS AND CONDITIONS
[separately attached]
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