8-KLeadership ChangesExhibits & Filings

F5, INC. 8-K Report, Executive Changes (May 4, 2009)

Filed May 4, 2009For Securities:FFIV

Summary

F5, Inc. (FFIV) filed an 8-K on May 4, 2009, reporting the adoption of Change of Control Agreements for its executive officers, including the CEO. These agreements are designed to provide severance benefits in the event of a change in control of the company, coupled with a termination of employment. The trigger for these benefits is a termination within two years following a change in control, unless it's due to death, disability, termination for cause, or resignation without good reason. The severance package varies based on the executive's position. The CEO is entitled to two times their annual salary and target incentive bonus, while other named executive officers will receive one times these amounts. Additionally, all covered executives will receive a pro-rata bonus for the year of termination, continued health insurance premiums for one year, and outplacement services costing up to $25,000.

Key Highlights

  • 1F5, Inc. (FFIV) entered into Change of Control Agreements with its CEO and other named executive officers.
  • 2These agreements are effective as of May 1, 2009.
  • 3Severance benefits are triggered by termination within two years after a change in control event.
  • 4Termination must not be for cause, death, disability, or without good reason by the executive.
  • 5CEO severance includes 2x annual salary and target bonus.
  • 6Other named executive officers receive 1x annual salary and target bonus.
  • 7Benefits also include pro-rata bonus, one year of health insurance premium continuation, and up to $25,000 in outplacement services.

Frequently Asked Questions

The primary purpose is to provide financial security and severance benefits to key executives in the event of a change in control of F5, Inc., combined with a termination of their employment. This is intended to retain talent and align executive interests during potential transition periods.

Executives are entitled to severance if their employment is terminated by the company or if they resign for 'good reason' within two years following a change in control. However, this does not apply if the termination is due to death, total disability, or if the company terminates for 'cause'.

The CEO is entitled to severance equal to two times their annual salary plus their highest annual target incentive bonus from the preceding 12 months. Other named executive officers will receive one times their annual salary plus their highest annual target incentive bonus.

Yes, in addition to the cash severance, executives are entitled to a pro-rata annual bonus for the year of termination. They will also receive payment for health insurance premium continuation for one year post-termination and outplacement services valued at up to $25,000.