Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Stock Price Achievement Restricted Stock Unit Program OnJanuary 26, 2022 , upon the recommendation of the Compensation Committee (the "Compensation Committee") of the Board of Directors (the "Board") ofCouchbase, Inc. ("Couchbase"), the Board is implementing a one-time performance-based equity program, supplementing the traditional equity program for the leadership ofCouchbase . The intent of this program is to focus executives on driving stockholder value creation with aggressive stock price milestones, while maximizing retention of the leadership at a critical time forCouchbase and its specific industry sector in general. Our executive officers received performance-based restricted stock units ("PSUs") as follows: Name Title Number of PSUs Granted Matthew M. Cain Chief Executive Officer 300,000 Gregory N. Henry SVP and Chief Financial Officer 170,000 Denis Murphy SVP and Chief Revenue Officer 70,000 Margaret Chow SVP, Chief Legal Officer and Corporate 60,000 Secretary
The PSUs vest according the following stock price milestones (each, a "Stock Price Hurdle") and performance periods (each, a "Performance Period"):
Stock Price Hurdle Performance Period Percent of PSUs Vesting$60 January 26, 2023 through January 26, 2027 20%$75 January 26, 2024 through January 26, 2027 20%$90 January 26, 2025 through January 26, 2027 30%$110 January 26, 2026 through January 26, 2027 30% To achieve any of the above Stock Price Hurdles, the average of the closingCouchbase stock price for a 60 consecutive trading day trading period must exceed the applicable Stock Price Hurdle. Each Stock Price Hurdle may only be satisfied during the applicable Performance Period. Accordingly, no vesting of any Stock Price Hurdle can be achieved before the start of the corresponding Performance Period. If a Stock Price Hurdle is achieved, then vesting of that applicable tranche occurs on the nextCouchbase quarterly vesting date following the achievement, subject to the participant's continued service. If a change in control occurs, then any unvested PSUs are treated as follows: (i) with respect to any Stock Price Hurdle that exceeds the per share amount payable toCouchbase stockholders in the transaction (the "Per Share Amount"), such portion of the PSUs will forfeit, subject to any pro-ration described in clause (iii) below; (ii) with respect to any Stock Price Hurdle that is less than the Per Share Amount, such portion of the PSU will vest on the closing of the transaction; and (iii) if the Per Share Amount is between any two Stock Price Hurdles, then a pro-rata portion of the next tranche will vest on the closing of the transaction. As noted above, this special one-time PSU program was established to incentivize achievement of challenging stock price milestones and maximize retention. As noted above, each tranche of the PSUs is not eligible to vest until the start of the applicable Performance Period. Accordingly, long-term and sustained stock price performance is incentivized. Vesting related to the Stock Price Hurdles is also weighted towards the later Performance Periods, which both provides greater incentivization to the higher milestones and retention through later Performance Periods. As described above, this program is intended to supplement the traditional annual equity program for fiscal years 2022 through 2025. Accordingly,Couchbase will continue to review executive compensation annually as part of its regular compensation review cycle. In light of a significant grant inMarch 2021 , we currently expect that our Chief Executive Officer will not receive an annual equity grant for fiscal 2023 that typically would occur in the first fiscal quarter. The PSUs are subjectCouchbase's global form of Restricted Stock Unit Agreement that is customized to the specifics of PSU program (the "PSU Agreement") underCouchbase's 2021 Equity Incentive Plan (the "Plan"), and will be subject to the terms and conditions of the Plan. A form of the PSU Agreement is attached hereto as Exhibit 10.1 and incorporated herein by reference. -------------------------------------------------------------------------------- Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description 10.1 Form of PSU Agreement Cover Page Interactive Data File (embedded within the Inline 104 XBRL document)
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