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IMPV > SEC Filings for IMPV > Form 8-K on 4-Jun-2014All Recent SEC Filings

Show all filings for IMPERVA INC

Form 8-K for IMPERVA INC


4-Jun-2014

Change in Directors or Principal Officers, Financial Statements and Exhibits


Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of Director

The Board of Directors (the "Board") of Imperva, Inc. ("Imperva") appointed Greg Clark to the Board, effective May 29, 2014 upon Mr. Clark's acceptance of such appointment.

In connection with his appointment to the Board, Mr. Clark received (1) an option to purchase shares of Imperva's common stock equal to a Black-Scholes value on the date of grant of $130,000 at an exercise price equal to the closing price of Imperva's common stock on the New York Stock Exchange on the date of grant, and (2) restricted stock units with a number of shares equal to $130,000 divided by the closing price of Imperva's common stock on the New York Stock Exchange on the date of grant. The date of grant was June 4, 2014, the first Wednesday following Mr. Clark's acceptance of appointment to the Board. Accordingly, Mr. Clark received an option to purchase 14,712 shares of Imperva's common stock at an exercise price of $19.60, which was equal to the closing price of Imperva's common stock on the New York Stock Exchange on that date (the "Option"), and restricted stock units for 6,632 shares of common stock (the "RSUs"). The Option and the RSUs will vest annually in equal installments over three years of service beginning on May 29, 2014. Upon a change in control of Imperva, the Option and the RSUs will vest in full. In addition, Mr. Clark will receive an annual retainer of $40,000 for his service as a Board member. Mr. Clark has not been appointed to a Board committee.

It is expected that Mr. Clark will execute Imperva's standard form of indemnification agreement. This agreement provides for indemnification for related expenses including, among other things, attorneys' fees, judgments, fines and settlement amounts incurred by Mr. Clark in any action or proceeding to the fullest extent permitted by applicable law.

The foregoing descriptions are qualified in their entirety by the full text of the Offer Letter, effective May 29, 2014, between Imperva and Mr. Clark, attached as Exhibit 10.1 to this Current Report on Form 8-K, and the form of Indemnification Agreement, which was filed as Exhibit 10.4 to Imperva's Amendment No. 4 to Form S-1 Registration Statement filed on October 28, 2011, each of which exhibit is incorporated by reference herein.

A copy of the press release announcing Mr. Clark's appointment is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Departure of Director

On June 2, 2014, David Strohm informed Imperva of his intention to resign from the Board and the Audit Committee, effective June 30, 2014.

A copy of the press release announcing Mr. Strhom resignation is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.




Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

10.1 Offer Letter, effective May 29, 2014, between Imperva, Inc. and Greg Clark.

99.1 Press release issued by Imperva, Inc., dated June 4, 2014.


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