Investors Rights Agreement
We are party to an Investors Rights Agreement that provides, among other things, that certain holders of our capital stock have the right to demand that we file a registration statement or request
that their shares of our capital stock be covered by a registration statement that we are otherwise filing. The parties to the Investors Rights Agreement include James Bowen individually and entities affiliated with James Bowen.
Conversion
Lock-up
Agreements
In connection with our November 2017 initial public offering, we entered into separate agreements (the
Conversion
Lock-up
Agreements
) with
certain Class B stockholders (the
Key Holders
), pursuant to which each Key Holder agreed not to take any action that would cause certain shares of Class B common stock owned by the Key Holder to convert to Class A
common stock on or before December 1, 2018. The Conversion
Lock-up
Agreements expired by their terms on December 1, 2018.
Indemnification Agreements
Our second amended and restated certificate of
incorporation provides that we will indemnify our directors and officers to the fullest extent permitted by law. In addition, we entered into indemnification agreements with all our directors and executive officers in connection with our November
2017 initial public offering.
We also have obtained insurance policies under which, subject to the limitations of the
policies, coverage is provided to our directors and executive officers against loss arising from claims made by reason of breach of fiduciary duty or other wrongful acts as a director or executive officer, including claims relating to public
securities matters, and to us with respect to payments that may be made by us to these directors and executive officers pursuant to our indemnification obligations or otherwise as a matter of law.
Certain of our
non-employee
directors may, through their relationships with their employers, be
insured and/or indemnified against certain liabilities incurred in their capacity as members of our board of directors.
Executive Compensation and
Employment Arrangements
For a description of the compensation arrangements we have with our executive officers, please
read the section titled Executive Compensation.
Other Transactions
We have granted stock options and RSUs to our named executive officers and certain of our directors. See the section titled
Executive CompensationOutstanding Equity Awards at Fiscal 2018
Year-End
Table for a description of these stock options and RSUs.
We have entered into severance and change in control agreements with certain of our executive officers pursuant to offer letters and/or
employment agreements that, among other things, provide for certain severance and change in control benefits. See the section titled Executive CompensationEmployment Arrangements with Named Executive Officers.
Other than as described above under this section titled Certain Relationships and Related Party Transactions, since
January 1, 2018, we have not entered into any transactions, nor are there any currently proposed transactions, between us and a related party where the amount involved exceeds, or would exceed, $120,000, and in which any related person had or
will have a direct or indirect material interest. We believe the terms of the transactions described above were comparable to terms we could have obtained in
arms-length
dealings with unrelated third
parties.
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