Braze Inc
For the period ended Jul 31, 2024. Filed Sep 6, 2024.
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Jul 31, 2024 · Filed Sep 6, 2024
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Item 5. Other Information
(a)
On September 4, 2024, the compensation and leadership development committee of our board of directors amended and restated the Company’s executive severance plan, or the Severance Plan, applicable to certain employees of the Company, including the Company’s named executive officers, in connection with a periodic review of the Severance Plan.
The Severance Plan was amended and restated to include (a) an amendment to the definition of “Cause” to clarify that Cause for a Covered Employee (as defined in the Severance Plan) includes the Covered Employee’s (i) gross negligence or gross misconduct in the performance of the Covered Employee’s employment duties; (ii) refusal or willful failure to substantially perform his or her duties to the Company; (iii) dishonesty, willful misconduct, misappropriation, breach of fiduciary duty or fraud with regard to the Company or its Affiliates (as defined in the Severance Plan); (iv) violation of a confidentiality, non-solicitation, non-competition, or non-disparagement obligation to the Company, whether pursuant to agreement, policy, or otherwise; (v) improper disclosure of proprietary information or trade secrets of the Company’s business; (vi) falsification of any records or documents of the Company; (vii) material non-compliance with a law or regulatory rule applicable to the Company’s business or any Company policy; (viii) indictment for a felony or crime involving moral turpitude; (ix) engagement in behavior that poses a likely and substantial risk of harm to the reputation of the Company or puts the Covered Employee at material risk of being prohibited from working for the Company; or (x) other willful or grossly negligent action that is materially harmful to the business, interests or reputation of the Company, (b) clarification that, in connection with an Involuntary Termination (as defined in the Severance Plan), a Tier 2 Covered Employee (as defined in the Severance Plan) shall be entitled to cash severance equal to the greater of the amounts due under the Severance Plan or under the Braze, Inc. employee severance plan for U.S. employees, and (c) the addition of an obligation to resolve any disputes under the Severance Plan by arbitration.
The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the complete text of the Severance Plan, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by this reference.
(b)
On June 14, 2024, Jonathan Hyman, our Chief Technology Officer, modified a trading plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act. The trading plan was originally adopted on December 29, 2023, and, as modified, provides for the sale of, in the aggregate, up to 217,000 shares of our Class A common stock, subject to the satisfaction of specified price conditions. The plan will terminate on December 31, 2024, subject to early termination for certain specified events set forth in the plan.
On July 25, 2024, Phillip Fernandez, a member of our board of directors, terminated a trading plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act. The trading plan was previously adopted on April 7, 2024 and provided for the sale of, in the aggregate, up to 120,000 shares of our Class A common stock, subject to the satisfaction of specified price conditions.
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