Item 15. Exhibits, Financial Statement Schedules

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Item 15. Exhibits, Financial Statement Schedules

(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 as follows:

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.8-K000-271303.1April 30, 2018
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
4.3Second Supplemental Indenture dated June 5, 2014 by and between the Company and U.S. Bank National Association.8-K000-271304.1June 5, 2014
4.4Third Supplemental Indenture dated September 29, 2017 by and between the Company and U.S. Bank National Association.8-K000-271304.2September 29, 2017
4.5Fourth Supplemental Indenture, dated June 22, 2020, by and between NetApp, Inc. and U.S. Bank National Association.8-K000-271304.2June 22, 2020
4.6Description of Capital Stock of the Company————
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-K000-2713010.1May 22, 2019
10.3*The Company’s Amended and Restated Executive Compensation Plan, as amended effective June 20, 2018.10-Q000-2713010.1August 21, 2018
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 19, 2018.DEF 14A000-27130Appendix BAugust 1, 2018
10.6*The Company’s Amended and Restated 1995 Stock Incentive Plan. (P)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
Incorporation by Reference
Exhibit NoDescriptionFormFile No.ExhibitFiling Date
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
10.10*The Company’s Amended and Restated 1999 Stock Option Plan, as amended effective July 19, 2018.DEF 14A000-27130Appendix AAugust 1, 2018
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 Restricted Stock Unit Agreement (Employees) approved for use under the Company’s 1999 Stock option Plan, effective June 2019.10-K000-2713010.14June 15, 2020
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 — Initial).10-K000-2713010.29July 8, 2005
10.15*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
10.16*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
10.17*Form of Restricted Stock Unit Agreement (Non-Employee Directors) approved for use under the Company’s 1999 Stock Option Plan.10-Q000-2713010.2February 11, 2019
10.18*Form of Restricted Stock Unit Agreement (Non-Employee Directors) approved for use under the Company’s 1999 Stock Option Plan, effective June 2019.10-K000-2713010.19June 15, 2020
Incorporation by Reference
Exhibit NoDescriptionFormFile No.ExhibitFiling Date
10.19*Form of Restricted Stock Unit Agreement (Performance Based) under the NetApp, Inc. 1999 Stock Option Plan.8-K000-2713010.1June 26, 2015
10.20*Form of Restricted Stock Unit Agreement (Performance-Based) Total Stockholder Return approved for use under the Company’s 1999 Stock Option Plan.10-Q000-2713010.2August 21, 2018
10.21*Form of Restricted Stock Unit Agreement (Performance-Based) – Adjusted Operating Income approved for use under the Company’s 1999 Stock Option Plan.10-Q000-2713010.3August 21, 2018
10.22*Form of Restricted Stock Unit Agreement (Performance-Based) Total Stockholder Return approved for use under the Company’s 1999 Stock Option Plan, effective June 2019.10-K000-2713010.23June 15, 2020
10.23*Form of Restricted Stock Unit Agreement (Performance-Based) – Adjusted Operating Income approved for use under the Company’s 1999 Stock Option Plan, effective June 2019.10-K000-2713010.24June 15, 2020
10.24*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
10.25*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
10.26*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
10.27*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
10.28*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
10.29*Bycast Inc. 2010 Equity Incentive Plan.S-8333-16761999.1June 18, 2010
10.30*Incentive Stock Option Plan of Bycast Inc.S-8333-16761999.2June 18, 2010
10.31*SolidFire, Inc. 2010 Stock Incentive Plan.S-8333-20957099.1February 17, 2016
10.32*SolidFire, Inc. 2016 Equity Incentive Plan.S-8333-20957099.2February 17, 2016
Incorporation by Reference
Exhibit NoDescriptionFormFile No.ExhibitFiling Date
10.33*Outside Director Compensation Policy (effective September 1, 2018) of the Company.10-Q000-2713010.1February 11, 2019
10.34NetApp, Inc. Executive Retiree Health Plan, as amended and restated.8-K000-2713010.1November 21, 2016
10.35Amended and Restated Credit Agreement, dated as of January 22, 2021, by and among NetApp, Inc., the lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent.8-K000-2713010.1January 22, 2021
10.36Form of Dealer Agreement between the Company, as issuer, and each Dealer.8-K000-2713010.2December 12, 2016
10.37Collared 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
10.38Agreement 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
10.39First Amendment to Agreement of Purchase and Sale and Joint Escrow Instructions dated as of March 11, 2016, by and between the Company and Google Inc.10-K000-2713010.42June 22, 2016
10.40Second Amendment to Agreement of Purchase and Sale and Joint Escrow Instructions dated as of April 8, 2016, by and between the Company and Google Inc.10-K000-2713010.43June 22, 2016
10.41Agreement of Purchase and Sale and Joint Escrow Instructions dated as of September 11, 2017 by and between the Company and Google Inc.10-Q000-2713010.2November 29, 2017
10.42First Amendment to Agreement of Purchase and Sale and Joint Escrow Instructions dated as of October 2, 2017, by and between the Company and Google LLC.10-Q000-2713010.3November 29, 2017
10.43Second Amendment to Agreement of Purchase and Sale and Joint Escrow Instructions dated as of October 25, 2017, by and between the Company and Google LLC.10-Q000-2713010.4November 29, 2017
Incorporation by Reference
Exhibit NoDescriptionFormFile No.ExhibitFiling Date
10.44Third Amendment to Agreement of Purchase and Sale and Joint Escrow Instructions dated as of October 31, 2017, by and between the Company and Google LLC.10-Q000-2713010.1February 22, 2018
10.45Fourth Amendment to Agreement of Purchase and Sale and Joint Escrow Instructions dated as of November 2, 2017, by and between the Company and Google LLC.10-Q000-2713010.2February 22, 2018
10.46Fifth Amendment to Agreement of Purchase and Sale and Joint Escrow Instructions dated as of November 8, 2017, by and between the Company and Google LLC.10-Q000-2713010.3February 22, 2018
10.47Sixth Amendment to Agreement of Purchase and Sale and Joint Escrow Instructions dated as of November 10, 2017, by and between the Company and Google LLC.10-Q000-2713010.4February 22, 2018
10.48Seventh Amendment to the Agreement of Purchase and Sale and Joint Escrow Instructions dated as of March 15, 2019 by and between the Company and Google LLC.10-K000-2713010.54June 18, 2019
10.49Separation Agreement dated May 28, 2020 by and between the Company and Henri Richard.10-K000-2713010.57June 15, 2020
10.50Offer Letter for employment at the Company to César Cernuda, date March 23, 2020.10-K000-2713010.58June 15, 2020
10.51Senior Executive Employment Contract by and between NetApp Sales Spain S.L., a subsidiary of the Company, and Cesar Cernuda, effective January 1, 202110-Q000-2713010.1January 29, 2021
10.52Offer Letter for employment at the Company to Michael J. Berry, dated January 30, 2020.10-Q000-2713010.1August 28, 2020
10.53Underwriting Agreement, dated June 17, 2020, by and among the Company, Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, BofA Securities, Inc. and Morgan Stanley & Co. LLC.8-K000-271301.1June 17, 2020
21.1Subsidiaries of the Company.————
23.1Consent of Independent Registered Public Accounting Firm.————
Incorporation by Reference
Exhibit NoDescriptionFormFile No.ExhibitFiling Date
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.————
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.INSInline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document————
101.SCHInline XBRL Taxonomy Extension Schema Document————
101.CALInline XBRL Taxonomy Calculation Linkbase Document————
101.DEFInline XBRL Taxonomy Extension Definition Linkbase Document————
101.LABInline XBRL Taxonomy Label Linkbase Document————
101.PREInline XBRL Taxonomy Extension Presentation Linkbase Document————
104Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

*Identifies management plan or compensatory plan or arrangement.

(p)Identifies paper format filed exhibit.

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 Director (Principal Executive Officer and Principal Operating Officer)
Date: June 21, 2021

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints George Kurian and Michael J. Berry, 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 Director (Principal Executive Officer and Principal Operating Officer)June 21, 2021
George Kurian
/s/ MICHAEL J. BERRYExecutive Vice President and Chief Financial Officer (Principal Financial Officer)June 21, 2021
Michael J. Berry
/s/ ROBERT PARKSVice President and Chief Accounting Officer (Principal Accounting Officer)June 21, 2021
Robert Parks
/s/ T. MICHAEL NEVENSChairman of the BoardJune 21, 2021
T. Michael Nevens
/s/ GERALD HELDDirectorJune 21, 2021
Gerald Held
/s/ KATHRYN M. HILLDirectorJune 21, 2021
Kathryn M. Hill
/s/ DEBORAH KERRDirectorJune 21, 2021
Deborah Kerr
/s/ SCOTT SCHENKELDirectorJune 21, 2021
Scott Schenkel
/s/ GEORGE T. SHAHEENDirectorJune 21, 2021
George T. Shaheen
/s/ CARRIE PALINDirectorJune 21, 2021
Carrie Palin
/s/ DEEPAK AHUJADirectorJune 21, 2021
Deepak Ahuja

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