Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On January 4, 2021, SolarWinds Corporation (the "Company") entered into an
Amendment to Employment Agreement (the "Amendment") with Sudhakar Ramakrishna,
which amended the Employment Agreement (the "Employment Agreement") with Mr.
Ramakrishna previously filed by the Company as an exhibit to its Current Report
on Form 8-K filed on December 9, 2020. The Amendment, which was approved the
Compensation Committee of the Board of Directors of the Company on January 4,
2021, amended the Employment Agreement to provide that the value of the initial
grant of restricted stock units to be issued to Mr. Ramakrishna would be based
on the closing price of the Company's common stock as of the last trading day
prior to Mr. Ramakrishna's start date.
In addition, on January 6, 2021, the Company entered into a transition agreement
(the "Transition Agreement") with Kevin B. Thompson, the Company's former Chief
Executive Officer, effective as of January 1, 2021. Pursuant to the terms of the
Transition Agreement, Mr. Thompson will provide certain consulting services to
the Company through June 1, 2021 and, during this consulting period, will
receive a monthly payment of $62,500 plus reimbursement for expenses incurred in
connection with his services. During the term of the Transition Agreement, Mr.
Thompson will, at the request of the Board of Directors of the Company, assist
and cooperate with the Company in investigating, defending or prosecuting any
investigations or other proceedings involving the Company. The Transition
Agreement may be terminated by either party upon thirty days' notice, and may be
extended in thirty day increments by mutual agreement.
The foregoing descriptions of the Amendment and the Transition Agreement do not
purport to be complete and are qualified in their entirety by reference to the
full text of such agreements, copies of which are attached hereto as Exhibits
10.1 and 10.2, respectively, to this Current Report on Form 8-K and incorporated
by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number Description
10.1 Amendment to Employment Agreement, dated January 4, 2021, between
SolarWinds Corporation and Sudhakar Ramakrishna
10.2 Transition Agreement, effective as of January 1, 2021, between SolarWinds
Corporation and Kevin B. Thompson
104 Cover Page Interactive Data File (formatted as Inline XBRL)
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