EX-10.35 3 ntap-ex1035_261.htm EX-10.35

Exhibit 10.35

March 22, 2016 Ron Pasek

16235 Oak Gle n Ave Morgan Hill, CA 95037

Dear Ron:

We are pleased to offer you the position of Executive Vice-President, CFO, with NetApp, Inc. (“NetApp” or the “Company”). I n this exempt posi ti on, you will report to the CEO, George Kuri an, and will be based out of our faci l ity, located at: 495 East Java Drive, Sunnyvale, CA. Your annual base salary wi ll be $550,000, l ess app l icable tax w ithholdings and deductions.

In addition to your base compensation, you will be eligible to earn an annual incentive compensation payout in accordance with the NetApp FY’17 Incentive Compensation Plan (the “Plan”). For your p o s i t ion, the a nnual target incentive compensation payout is 110% of your el igib le earnings for FY’17 as defined in the Plan. The executive incen t ive plan is based on 100% financial goal attainment of the company. There are two measures that determine the payout: 1) annual revenue target; and 2) net operat ing target.

New Hire Equity

You will receive a new hire equity grant with a value of $1,500,000 RSU’s that are 100% t ime based. The $1 ,500 ,000 value will be del ivered 100% in time vested RSU’s, which shall vest at a rate of 25% per year ratably over four years from date of grant, on each annual anni versary of the grant da t e, subject to your co n t inued employment through the appl icab le vesting date. The effective date of the grant wi l l be on or about the 15th of th e month following t he month o f your date of hire.

Performance Based RSU Equity

You will a l so participa t e i n the annual equity plan. For F Y17, your annual value will be $2.010M.

The $2.010M value will be delivered in two equity grants, with 60% of the total value, or $1.2M, in the form of a performance based RSU grant (the “PBRSUs”) with a three year performance period and subject to the terms, condi t i ons and performance cri teria determined by the Compensation Commi ttee of the Board o f Di r ectors (t he “Compensa t ion Committee”) at the time of grant. The remaining 40% of the total value, or $810,000, will be i n the form of time- based RSUs (the “T ime-based RSUs”) which shall vest at the annual rate of 25% of the total number of RSUs subject to the Time-based RSUs on each annual anni versary of the grant date, subject to your cont inued em p l oyment with t he Compa ny through the app l icable vesting date.

The date of grant and vesting commencement date of the PBRSUs shall be as determined by the Compensation Committee i n the first quarter of the Company’s fiscal year 2017. The date of grant of the Time-based RSUs will be commensurate with the Company's annual equity program, currently scheduled to be i n June 2016.

As a regular employee of the Company, you are el igible for NetApp benefits, including medical, dental and life insurance, as of your hire date. The Company reserves the right to modify, amend or terminate any e mpl oyee be n efits at any t i me for any rea son.

Vacation

As an Executive Vice President, you will not accrue any annual vacation. You are permi tted to take vacation at your convenience i n any number of days you require, subject to your manager's approval and provided that the vacation day(s) does not unreasonably interfere with the performance of your job.

Executive Physical Benefit

Our medical insurance plan with UHC includes an Executive Physical Benefit-once per calendar year, payable at 100% up to a maximum of $2,500 whether an in-network or out-of-network physi ci an i s used. You wil l recei ve additional details regarding this benefit from the HR Benefits Team.

I nsider Trading

As an employee of NetApp, you are required to si gn and agree to the Code of Conduct which includes the Company’s Insi der Trading Policy. As an Executive Vice President, you are considered an “Insider” under that policy and as a resul t, you are required to abide by the “Trading Window”, as well as, any other obligations under that policy.

Non-Qual i fied Deferred Compensat i on P l an

30 days after you are hired, you are eligible for enrollment i n the NetApp Non-Qualified Deferred Compensation Plan. The objective of the Non-Quali fied Deferred Compensation Pl an is to provide you with an opportunity to defer i ncome (annual base and/or i ncentive compensation) on a pre-tax basis. You will recei ve additional detail s on this P l an from the HR Benefits Team within 30 days of your hire date.

As a technology leader, NetApp develops and works with sensitive technologies controlled under var ious United States export laws and associated federal regulations. Due to these controls, you wi l l need to complete the NetApp Export Control Di scl osure & Agreement, as i t i s sometimes necessary for NetApp to secure export licenses. NetApp Human Resources or your hiring manager wi ll notify you i f a license is required, and whether NetApp wi ll apply for a l icense on your behalf. This offer of employment, or your continued empl oyment (i f applicable), i s contingent upon NetApp obtaining any required license. If NetApp decides not to apply for a license or if a license is not obtained within a reasonable period of time (as determined in NetApp's sole d iscretion), NetApp reserves the right to rescind this employment offer or terminate your employment.

This offer of emp loyment is cont ingent upon your being able to prov i de evidence of

your authori zati on to work i n the Uni ted States. On your first day at NetApp, you are required to provide the Company with a completed Form I-9 (U.S. Empl oyment Verification Eligi bility), which you will receive separat e l y, and the l egally-requ i red proof of your i dent i ty and author i zat i on to work in the Uni ted States.

Thi s offer of employment is also contingent upon your satisfactorily completing, agreeing to, si gning, and otherwise fulfilling the following NetApp documents and associated cl earance processes (as determ i ned in NetAp p’s s o l e discretion). NetApp a l so reserves the right to rescind this employment offer or terminate your empl oyment for fai l ure t o satisfactorily compl ete the following documents and processes:

| 1. | NetApp Code of Conduct & Conflicts of Interest Certification

| 2. | NetApp Ins i d e r Tra d ing Po l i cy & Consent

| 3. | NetApp Propr i etary Information & I nventions Agreement and D i sclosure

| 4. | NetApp Export Control Disclosure & Agreement

| 5. | NetApp Background Check

5.6 NetApp Directors' and Officers' Questionnaire

This offer is contingent upon Board approval of your appointment as Chief Financial Officer following completion of the foregoing documents and processes.

We are of the understanding that: (i) you have checked to make sure that you are under no legal obligations (by contract with a pr ior employer or otherwise) that would prevent or prohibi t you from performing the duties of the posi t ion that you a re being offered, (ii) you have had the opportuni ty to seek legal advice if it was necessary to address or evaluate your ob l igations in this regard, (iii) that you can represent to the Company that you are under no legal obl igations that would prohibi t you from performing the duties of the positi on being offered to you, and that (i v) you will not, i n the performance of your duties to the Company, breach any non-disclosure, proprietary rights, non-competition, non-sol icitation or other covenant in favor of any third party.

The Company does not want you to bring with you any confidential or proprietary materi al of any former employee or to vio l ate any other obligat i on to your former employers. NetApp’s offer of employment i s contingent upon you r full compliance wi th the terms of any valid existing agreements wi th a pri or employer or otherwise, and NetApp specifically reserves the ri ght to revoke thi s offer or terminate your employment i f for any reason you are contractually restricted from performi ng the full duties of the posi ti on being offered to you.

Employment with NetApp is for no specific period of time. As a result, ei ther NetApp or you are free to terminate the employment relationship at any time for any reason, with or without notice or cause. This is the full and compl ete agreement between NetApp and you on this term. Although your job duties, tit l e, compensation and benefits, as well as the Company's policies and procedures, may change from time-to-time, the "at-will" nature of your employment may onl y be changed i n an express writing signed by the Presi dent of the Company and you.

This letter sets forth the terms of your employment with NetApp and supersedes any prior representa t ions or agreements, whether written or o ral. This offer will expire on Tuesday, March 29, 2016. P lease electronically s ign the offer letter on or pri or t o the expiration date of thi s offer.

We look forward to having you join us. Shortly you will receive a “Welcome” email with login instructions asking you to log in to the NetApp Pre-Boarding tool. The tool provides a preview of NetApp's values and culture and contai ns important forms that

you must complete before your start date. Pl ease log on to www.netapp. com before your start date to catch up on news, press releases and other i nformat i on r e l ated to the Company. If you have any question s, p l ease contact me directly.

Sincerely,

/s/ Grace Soriano-Abad

Grace Soriano-Abad

Vice President, Global Staffing NetApp, Inc.

I have read, agree to and accept this empl oyment offer:

/s/ Ronald James Pasek March 23, 2016

Date

April 11,2016

My starting date will be

March 23, 2016

Date