Item 15. Exhibits, Financial Statement Schedules

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Item 15. Exhibits, Financial Statement Schedules

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(a)Documents filed as part of this report
(1)All Financial Statements

See index to Consolidated Financial Statements in Part II, Item 8 of this Form 10-K

(2)Financial Statement Schedules

All financial statement schedules have been omitted, since the required information is not applicable or is not present in amounts sufficient to require submission of the schedule, or because the information required is included in the consolidated financial statements and notes thereto included in this Form 10-K.

(3)Exhibits required by Item 601 of Regulation S-K

The information required by this Section (a)(3) of Item 15 is set forth on the exhibit index that follows the Signatures page of this Form 10-K.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

NETAPP, INC.
By:/s/ GEORGE KURIAN
George Kurian
Chief Executive Officer and President (Principal Executive Officer and Principal Operating Officer)
Date: June 20, 2017

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints George Kurian and Ronald J. Pasek, and each of them, as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitutes, may lawfully do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

SignatureTitleDate
/s/ GEORGE KURIANChief Executive Officer and President (Principal Executive Officer and Principal Operating Officer)June 20, 2017
George Kurian
/s/ RONALD J. PASEKExecutive Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)June 20, 2017
Ronald J. Pasek
/s/ T. MICHAEL NEVENSChairman of the BoardJune 20, 2017
T. Michael Nevens
/s/ JEFFRY R. ALLENDirectorJune 20, 2017
Jeffry R. Allen
/s/ ALAN L. EARHARTDirectorJune 20, 2017
Alan L. Earhart
/s/ GERALD HELDDirectorJune 20, 2017
Gerald Held
/s/ KATHRYN M. HILLDirectorJune 20, 2017
Kathryn M. Hill
/s/ GEORGE T. SHAHEENDirectorJune 20, 2017
George T. Shaheen
/s/ STEPHEN M. SMITHDirectorJune 20, 2017
Stephen M. Smith
/s/ ROBERT T. WALLDirectorJune 20, 2017
Robert T. Wall
/s/ RICHARD P. WALLACEDirectorJune 20, 2017
Richard P. Wallace

EXHIBIT INDEX

Incorporation by Reference
Exhibit NoDescriptionFormFile No.ExhibitFiling Date
3.1Certificate of Incorporation of the Company, as amended.10-Q000-271303.1November 26, 2013
3.2Bylaws of the Company, as amended.8-K000-271303.1February 13, 2014
4.1Indenture dated December 12, 2012, by and between the Company and U.S. Bank National Association.8-K000-271304.1December 12, 2012
4.2First Supplemental Indenture dated December 12, 2012, by and between the Company and U.S. Bank National Association.8-K000-271304.2December 12, 2012
4.3Underwriting Agreement dated June 2, 2014 by and between the Company and Goldman, Sachs & Co. and J.P. Morgan Securities LLC as Managers of the Underwriters.8-K000-271301.1June 5, 2014
4.4Second Supplemental Indenture dated June 5, 2014 by and between the Company and U.S. Bank National Association.8-K000-271304.1June 5, 2014
10.1*Form of Indemnification Agreement by and between the Company and each of its directors and executive officers.10-Q000-2713010.1August 28, 2014
10.2*Form of Change of Control Severance Agreement.8-K000-2713010.1June 28, 2016
10.3*The Company’s Amended and Restated Executive Compensation Plan, as amended effective July 23, 2014.DEF 14A000-27130Appendix CJuly 25, 2014
10.4*The Company’s Deferred Compensation Plan.8-K000-271302.1July 7, 2005
10.5*The Company’s Amended and Restated Employee Stock Purchase Plan, as amended effective July 30, 2016.DEF 14A000-27130Appendix BAugust 2, 2016
10.6*The Company’s Amended and Restated 1995 Stock Incentive Plan.DEF 14A000-27130August 21, 1998
10.7*Form of Stock Option Agreement approved for use under the Company’s amended and restated 1995 Stock Option Plan.10-K000-2713010.21July 8, 2005
10.8*Form of Stock Issuance Agreement approved for use under the Company’s amended and restated 1995 Stock Option Plan (Restricted Stock).10-K000-2713010.23July 8, 2005
10.9*Form of Stock Option Agreement approved for use under the Company’s amended and restated 1995 Stock Option Plan (Chairman of the Board or any Board Committee Chairperson).10-K000-2713010.22July 8, 2005
Incorporation by Reference
Exhibit NoDescriptionFormFile No.ExhibitFiling Date
10.10*The Company’s Amended and Restated 1999 Stock Option Plan, as amended effective July 30, 2016.DEF 14A000-27130Appendix AAugust 2, 2016
10.11*Form of Stock Option Agreement approved for use under the Company’s amended and restated 1999 Stock Option Plan.10-Q000-2713010.3November 26, 2013
10.12*Form of Restricted Stock Unit Agreement approved for use under the Company’s amended and restated 1999 Stock Option Plan (Employees).10-Q000-2713010.4November 26, 2013
10.13*Form of Stock Option Agreement approved for use under the Company’s amended and restated 1999 Stock Option Plan (Non-Employee Director Automatic Stock Option — Initial).10-K000-2713010.29July 8, 2005
10.14*Form of Stock Option Agreement approved for use under the Company’s amended and restated 1999 Stock Option Plan (Non-Employee Director Automatic Stock Option — Annual).10-K000-2713010.28July 8, 2005
10.15*Form of Restricted Stock Unit Agreement approved for use under the Company’s amended and restated 1999 Stock Option Plan (Non-Employees Directors).10-K000-2713010.17June 18, 2010
10.16*Form of Restricted Stock Unit Agreement (Performance Based) under the NetApp, Inc. 1999 Stock Option Plan.8-K000-2713010.1June 26, 2015
10.17*Form of Stock Option Agreement approved for use under the Company’s amended and restated 1999 Stock Option Plan (China).10-K000-2713010.27July 8, 2005
10.18*Form of Stock Option Agreement approved for use under the Company’s amended and restated 1999 Stock Option Plan (France).10-K000-2713010.30July 8, 2005
10.19*Form of Stock Option Agreement approved for use under the Company’s amended and restated 1999 Stock Option Plan (India).10-K000-2713010.31July 8, 2005
10.20*Form of Stock Option Agreement approved for use under the Company’s amended and restated 1999 Stock Option Plan (United Kingdom).10-K000-2713010.32July 8, 2005
10.21*Form of Stock Option Agreement approved for use under the Company’s amended and restated 1999 Stock Option Plan (Israel).10-K000-2713010.81June 24, 2008
10.22*Onaro, Inc. Amended and Restated 2002 Stock Option and Incentive Plan (including Appendix — Israeli Taxpayers).S-8333-1493754.1February 25, 2008
10.23*Bycast Inc. 2010 Equity Incentive Plan.S-8333-16761999.1June 18, 2010
10.24*Incentive Stock Option Plan of Bycast Inc.S-8333-16761999.2June 18, 2010
10.25*SolidFire, Inc. 2010 Stock Incentive Plan.S-8333-20957099.1February 17, 2016
10.26*SolidFire, Inc. 2016 Equity Incentive Plan.S-8333-20957099.2February 17, 2016
Incorporation by Reference
Exhibit NoDescriptionFormFile No.ExhibitFiling Date
10.27*Outside Director Compensation Policy.10-K000-2713010.65June 19, 2012
10.28*Separation and Release Agreement dated June 1, 2015 by and between the Company and Thomas Georgens.10-Q000-2713010.2September 8, 2015
10.29*Retirement and Transition Services Agreement dated April 7, 2016 by and between the Company and Robert Salmon.10-K000-2713010.34June 22, 2016
10.30*Offer Letter for employment at the Company to Ronald Pasek, dated March 22, 2016.10-K000-2713010.35June 22, 2016
10.31*NetApp, Inc. Executive Retiree Health Plan, as amended and restated.8-K000-2713010.1November 21, 2016
10.32Credit Agreement, dated as of December 12, 2016, by and among the Company, the lenders from time to time party thereto, JPMorgan Chase Bank, N.A., as administrative agent, Bank of America, N.A. and Wells Fargo Bank, National Association, as co-syndication agents, and The Bank of Tokyo-Mitsubishi UFJ, Ltd. and Citibank, N.A., as co-documentation agents.8-K000-2713010.1December 12, 2016
10.33Form of Dealer Agreement between the Company, as issuer, and each Dealer.8-K000-2713010.2December 12, 2016
10.34Collared Accelerated Share Repurchase Transaction dated as of June 5, 2013, by and between the Company and Goldman, Sachs & Co.10-Q000-2713010.1August 29, 2013
10.35Agreement and Plan of Merger, dated as of December 18, 2015, among the Company, Sonoma Merger Corp., SolidFire, Inc. and Shareholder Representative Services LLC.8-K000-271302.1December 21, 2015
10.36Agreement of Purchase and Sale and Joint Escrow Instructions dated as of March 9, 2016 by and between the Company and Google Inc.10-K000-2713010.41June 22, 2016
10.37First Amendment to Agreement of Purchase and Sale and Join Escrow Instructions dated as of March 11, 2016, by and between the Company and Google Inc.10-K000-2713010.42June 22, 2016
10.38Second Amendment to Agreement of Purchase and Sale and Join Escrow Instructions dated as of April 8, 2016, by and between the Company and Google Inc.10-K000-2713010.43June 22, 2016
21.1Subsidiaries of the Company.————
23.1Consent of Independent Registered Public Accounting Firm.————
24.1Power of Attorney (see signature page).————
31.1Certification of the Chief Executive Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002.————
Incorporation by Reference
Exhibit NoDescriptionFormFile No.ExhibitFiling Date
31.2Certification of the Chief Financial Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002.————
32.1Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002.————
32.2Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002.————
101.INSXBRL Instance Document————
101.SCHXBRL Taxonomy Extension Schema Document————
101.CALXBRL Taxonomy Calculation Linkbase Document————
101.DEFXBRL Taxonomy Extension Definition Linkbase Document————
101.LABXBRL Taxonomy Label Linkbase Document————
101.PREXBRL Taxonomy Extension Presentation Linkbase Document————
*Identifies management plan or compensatory plan or arrangement.
†The schedules and other attachments to this exhibit have been omitted. The Company agrees to furnish a copy of any omitted schedules or attachments to the SEC upon request.

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