ESTC Elastic NV

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Transition of Aaron Katz as Chief Revenue Officer

On February 26, 2020, based on mutual agreement, Aaron Katz transitioned from Chief Revenue Officer (“CRO”) of Elastic N.V. (“the “Company”) to an advisory role to Shay Banon, the Company’s Chief Executive Officer and Chairman. Mr. Katz’s transition from CRO is not the result of any material disagreement with the Company relating to the Company’s operations, policies or practices.

In connection with his transition from CRO, Elasticsearch Inc. and Mr. Katz entered into a separation and transition agreement on February 25, 2020 (the “Separation Agreement”). During the period from February 26, 2020 through August 1, 2020 (the “Scheduled Separation Date”), Mr. Katz will continue as an employee of Elasticsearch Inc. and provide certain transition services. Under the Separation Agreement, Mr. Katz is entitled to the following severance payments and benefits assuming that he remains employed with the Company through the Scheduled Separation Date or if he is terminated without Cause (as such term is defined in the Company’s Executive Change in Control Severance Plan) prior to the Scheduled Separation Date: (1) a lump sum cash payment equal to $165,000, which represents six months of his annual base salary; (ii) a lump sum cash payment in the amount of $148,500, which represents 50% of the annual target incentive bonus for the year of Mr. Katz’s termination of employment under the Company’s Executive Incentive Compensation Plan; and (iii) reimbursement of the COBRA premiums of Mr. Katz and his dependents for up to 12 months following the date Mr. Katz and his dependents suffer a loss of health coverage under the Company’s group health plan, subject to Mr. Katz timely electing COBRA continuation coverage. Under the Separation Agreement, Mr. Katz’s employment will automatically terminate on the Scheduled Separation Date. The Separation Agreement also includes, among other terms, a general release of claims in favor of the Company and certain other parties, continued confidentiality obligations by Mr. Katz, and a nondisparagement provision.

The foregoing summary of the Separation Agreement does not purport to be complete and is qualified by reference to the Separation Agreement, which is attached to this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference.