of 1986, as amended (the “Code”), and be subject to excise taxes imposed by Section 4999 of the Code, such amount will either be delivered in full or reduced so as not to be subject to excise taxation, whichever amount is higher. The Severance Plan does not require us to provide any tax reimbursement payments or “gross ups.”
To receive the payments and benefits described above, the NEO must sign and not revoke our standard separation agreement and a general release of claims in favor of Sprinklr within the timeframe that is set forth in the Severance Plan.
Additional Severance – Ms. Corso and Messrs. Coletta, Millard and Suri
In addition to the benefits set forth in the Severance Plan, if any of Ms. Corso or Messrs. Coletta, Millard or Suri experiences a qualifying termination prior to the second anniversary of such executive’s start date, and subject to such executive’s compliance with the requirements set forth in the Severance Plan, the executive shall receive (i) accelerated vesting of six months of such executive’s outstanding and unvested RSUs and (ii) accelerated vesting of one-sixth of the target number of shares subject to such executive’s PSUs at 100% target.
Severance and Change in Control – Mr. Read
Mr. Read is entitled to certain severance payments and benefits under his employment agreement upon a qualifying termination of employment, subject to specific requirements, including signing and not revoking a separation agreement and a general release of claims in favor of Sprinklr. In the event that Mr. Read’s employment with us is terminated, during the period beginning three (3) months prior to and ending twelve (12) months after a “change in control” (as defined in his employment agreement) (such period, a “change in control period”), (i) by us without “cause” (as defined in his employment agreement) or (ii) due to Mr. Read’s resignation for “good reason” (as defined in his employment agreement) (either of the terminations in (i) and (ii), a “Qualifying Termination”), Mr. Read will be entitled to receive (a) a lump sum payment equal to the sum of 18 months of his then-current base salary and 150% of his target annual cash bonus opportunity for the year of termination or resignation, payable in 12 equal monthly installments, (b) payment of COBRA premiums for up to 18 months following the date of his termination or resignation, (c) full acceleration of vesting of his outstanding and unvested RSU awards granted in connection with his appointment as President and Chief Executive Officer (the “RSU Awards”), (d) full acceleration of vesting of his PSU awards granted in connection with his appointment as President and Chief Executive Officer (the “PSU Awards”) at the greater of 100% target or actual performance and (e) full acceleration of any future equity awards on the same terms as the RSU Awards and PSU Awards, as applicable.
In the event that Mr. Read dies or becomes “disabled” (as defined in his employment agreement), or, outside of a change in control period, he experiences a Qualifying Termination, he (or his estate, if applicable) will be entitled to receive (a) a lump sum payment equal to the sum of 12 months of his then-current base salary payable in 12 equal monthly installments, (b) a lump sum pro rata payment equal to 100% of his target annual cash bonus opportunity for the year of termination or resignation, payable when executive bonuses are otherwise paid, (c) payment of COBRA premiums for up to 12 months following the date of his termination or resignation, (d) accelerated vesting of an additional 12-months of his outstanding and unvested RSU Awards, (e) acceleration of vesting of one-third of the target number of shares subject to his PSU Awards at 100% target and (f) acceleration of any future equity awards on the same terms as the RSU Awards and PSU Awards, as applicable.
The foregoing severance payments and benefits for Mr. Read are provided in lieu of benefits set forth under the Severance Plan or any similar plan that may be adopted by us.
For a more detailed description of the Severance Plan and each of our NEO’s payment and benefits upon a termination of employment or change in control, see the “Potential Payments upon Termination or Change in Control” table under “Executive Compensation Tables.”
Transition Agreement with Mr. Sarin
On September 3, 2025, we announced that Mr. Sarin would leave the Company on September 19, 2025 (such period “Transition Period”). During the Transition Period, Mr. Sarin continued to be paid his current base salary and was eligible to participate in our benefit plans pursuant to the terms of those plans. At the end of the Transition Period, the circumstances of Mr. Sarin’s departure entitled him to severance benefits consistent with the Severance Plan. As set forth in that certain Transition, Separation and Release of Claims Agreement between the Company and Mr. Sarin, dated September 23, 2025, Mr. Sarin continues to be subject to customary continuing obligations post-employment, such as his obligations of confidentiality and to abide by applicable restrictive covenants.
