Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers
On January 4, 2023, in connection with the previously announced departure of
Haiyan Song, Executive Vice President and General Manager of Security and
Distributed Services of F5, Inc. (the "Company"), the Company and Ms. Song
finalized her transition plan and entered into a separation arrangement.
In recognition of, among other things, the transition services Ms. Song is to
provide through March 15, 2023 and her distinguished contribution to the
Company, the Company will (i) accelerate the vesting of 8,914 shares of Ms.
Song's restricted stock units subject to final approval by the Company's Talent
and Compensation Committee and (ii) pay her an amount of $218,597 to reflect the
pro rata portion based on her service through March 15, 2023 of certain
compensation, such as target bonus that she will not earn because of her
termination of employment and an equivalent of six months of COBRA premiums. In
addition, as part of the arrangement, Ms. Song agreed to, among other things,
certain non-solicitation and non-disclosures obligations and waiver and release
of claims. In accordance with applicable law, if Ms. Song does not revoke the
arrangement during the statutory seven-day revocation period, it will become
fully effective.
The foregoing description of the separation arrangement does not purport to be
complete and is qualified in its entirety by reference to the full text of the
referenced agreement, which is attached to this current report on Form 8-K as
Exhibit 10.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits:
10.1 Severance Agreement by Haiyan Song and F5, Inc.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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