Item 5.02 Departure of Directors or Certain Officers; Election of Directors;


          Appointment of Certain Officers; Compensatory Arrangements of Certain
          Officers.

Changes to NEO Compensation Arrangements



On October 28, 2021, the board of directors (the "Board") of Qualys, Inc. (the
"Company") approved an increase to the annual base salaries of the Company's
named executive officers set forth below, effective as of November 1, 2021:



                                                                   Previous Annual Base          New Annual Base
Name                                   Position                           Salary                     Salary
Joo Mi Kim                      Chief Financial Officer           $              340,000        $         410,000
Bruce Posey                Chief Legal Officer and Secretary      $              330,000        $         360,000


On October 28, 2021, the Board also granted to the Company's named executive
officers set forth below awards of time-based restricted stock units (the "RSU
Awards") and performance-based restricted stock units (the "PRSU Awards")
covering the following shares of common stock:



                                                                                          PRSU Awards          PRSU Awards
                                                                                           (at target          (at maximum
Name                                      Position                     RSU Awards         performance)         performance)

Sumedh Thakar               Chief Executive Officer and President           39,288               39,288               78,576
Joo Mi Kim                         Chief Financial Officer                  33,100               14,186               28,372
Bruce Posey                   Chief Legal Officer and Secretary             20,779                8,906               17,812


The RSU Awards will vest quarterly in equal installments over four years from
the vesting commencement date of November 1, 2021. Subject to continued service
by the named executive officer through the date that performance is certified,
the PRSU Awards will vest annually over a three-year period from January 2022
through December 2024 (the "Performance Period") based on the annual growth rate
of the Company's revenues and the Company's achievement of Adjusted EBITDA
margin targets for the applicable year in the Performance Period, except that
vesting and release of the PRSU Awards is capped at 100% of target performance
in each of the first two years of the Performance Period, with cumulative
achievement over 100% (the "Over Performance Amount") to be vested and released
at the end of the third year of the Performance Period. In the event of a
qualifying termination of employment in connection with a change of control of
the Company, 100% of the then-unvested portion of the RSU Awards will
immediately vest, the PRSU Awards will vest at 100% of target performance for
any remaining years in the Performance Period and any Over Performance Amount
will immediately vest and be released. The RSU Awards and PRSU Awards are
subject to the terms and conditions of the Company's 2012 Equity Incentive Plan
(the "2012 Plan") and form of restricted stock unit award agreement and
performance-based restricted stock unit award agreement, as applicable,
thereunder.

On October 28, 2021, the Board also approved the material terms of severance and
change of control benefits for eligible executives of the Company, including
named executive officers Joo Mi Kim and Bruce Posey, as described below:

• In the event of an involuntary termination of employment (a termination of

employment by the Company without "cause"), at any time before a "change

in control" or more than 12 months following a "change in control,"

eligible executives will be entitled to receive a lump sum cash payment of

equal to: (i) (a) 3 months base salary if employed by the Company less

than one year, (b) 6 months base salary if employed by the Company between

one and five years, or (c) 9 months base salary if employed by the Company


         more than five years; and (ii) the amount payable for premiums for
         continued COBRA benefits for 3, 6, or 9 months depending on length of
         service with the Company.

• If, within 12 months following a "change in control" of the Company, an

eligible executive's employment is terminated by the Company without

"cause", death or disability, or the executive resigns for "good reason",

then, in each case, eligible executives will be entitled to receive (i) a

lump sum cash payment equal to 100% of annual base salary as in effect on

the date of termination, 100% of target bonus opportunity, and the amount

payable for premiums for continued COBRA benefits for a period of

12 months, (ii) accelerated vesting as to 100% of the then-unvested


         portion of the RSU Awards and the PRSU Awards (at the target level of
         performance), and (iii) accelerated vesting as to 100% of any Over
         Performance Amount.

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