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Exhibit 10.1
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1.
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Position. Effective May 1, 2022 (the “Effective Date”), you will be promoted to a full-time position as Executive
Vice President and Chief Financial Officer, and will report to Rajiv Ramaswami, Nutanix’s Chief Executive Officer. In this role, you will be primarily responsible for leading the worldwide Finance and Accounting organizations.
Moreover, you will render such business and professional services in the performance of your duties, consistent with your role, as shall reasonably be assigned to you by the Chief Executive Officer and/or the Board of Directors, as
applicable. This position is considered an exempt position for purposes of federal and state law, which means that you are not eligible for overtime pay. Additionally, your employment with the Company remains contingent upon your
eligibility to work in the United States (as required by law). By signing this letter, you confirm with the Company that you are under no contractual or other legal obligations that would prohibit you from fully performing your new and
ongoing job duties with the Company.
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2.
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Employee Benefits. As a regular employee of the Company, you will remain eligible to participate in a number of Company-sponsored benefits. In addition,
you will be entitled to paid time off in accordance with the Company's time off policy. You should note that the Company might modify job titles, salaries, and benefits from time to time, as it deems necessary.
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3.
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Restricted Stock Units. Contingent upon your continued employment as of the Effective Date, and subject to the approval of the Company’s Board of Directors, you
will be granted the following restricted stock units under the Nutanix, Inc. 2016 Equity Incentive Plan (the “Plan”), which represent the right to
receive shares of Nutanix Class A common stock if specific vesting requirements are satisfied (“RSUs”):
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4.
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Change of Control. You will
continue be eligible to participate in the Company’s Change of Control and Severance Policy (the “CoC Policy”) at the EVP Level, pursuant to the terms of such participation agreement previously executed between you and the Company.
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5.
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Severance. You will continue to
be eligible to participate in the Company’s Executive Severance Policy at the EVP Level, pursuant to the terms of such participation
agreement previously executed between you and the Company.
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6.
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Confidential Information and Invention
Assignment Agreement. Until and following the Effective Date, you will continue to be bound by the provisions of that certain Confidential Information and Invention Assignment Agreement, previously executed by and between
you and the Company (the “CIIAA”). Nothing in this letter agreement is intended to, nor shall anything in this letter agreement
be deemed to, alter or amend any of the currently-applicable terms or conditions of the CIIAA, which shall continue in full force and effect.
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7.
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Dispute Resolution Agreement.
Until and following the Effective Date, you will also continue to be bound by the provisions of that certain previously executed Dispute Resolution Agreement, which applies mutually to you and the Company, and requires final and binding
arbitration of covered claims and disputes.
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8.
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At-Will Employment Relationship. Employment with the Company is for no specific period of
time. Your employment with the Company will continue to be “at will,” meaning that either you or the Company may terminate your employment at any time and for any reason, with or without cause. Any contrary representations which may
have been made to you are superseded by this offer. This is the full and complete agreement between you and the Company on this term. Although your job duties, title, compensation and benefits, as well as the Company’s personnel
policies and procedures, may change from time to time, the “at will” nature of your employment may only be changed in an express written agreement signed by you and the Company’s Chief Executive Officer.
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9.
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Outside Activities. While you render services to the Company, you agree that you will not engage in any other employment, consulting or other business
activity without the written consent of the Company or, if the Company deems it advisable or necessary, approval of the Board. Notwithstanding the foregoing, the Company acknowledges and agrees that you may join other boards of directors
(of both for-profit and non-profit organizations) from time to time with, in each case, prior approval of the Company’s legal department or, if the Company deems it advisable or necessary, the Board, so long as (i) in any case such
services are not for any competitor of the Company, and (ii) you do not serve on more than one board at a time, without prior approval of the Board. Similarly, you agree not to bring any third-party confidential information to the
Company, including that of any former employer, and that in performing your duties for the Company you will not in any way utilize any such information. In addition, while you render services to the Company, you will not assist any person
or entity in competing with the Company, in preparing to compete with the Company or in hiring any employees or consultants of the Company.
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10.
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Withholding Taxes. All forms of compensation referred to in this letter are subject to applicable withholding and payroll taxes.
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12.
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Entire Agreement. This letter agreement, along with the exhibits hereto, the CIIAA, the Dispute Resolution Agreement, the Plan, the RSU Agreements, the
CoC Policy and Participation Agreement, and the Executive Severance Policy and Participation Agreement set forth the terms of your employment with the Company, and supersede and replace any prior representations, understandings or
agreements, whether oral, written, or implied, between you and the Company regarding the matters described in this letter agreement. This letter agreement, including, but not limited to, its at-will employment provision, may not be
modified or amended except by a written agreement signed by the Chief Executive Officer of the Company and you. If any provision of this letter agreement or any application of any provision of this letter agreement is held invalid, the
invalidity shall not affect other provisions or applications of this letter agreement which can be given effect without the invalid provision or application. To this end, the provisions of this letter agreement are severable.
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