Sorokunov

BACKGROUND

Sorokunov was employed by NetApp from 2016 through June 2019. His compensation consisted of an annual salary and “commissions.” His commissions for the relevant time period were governed by two documents: his individual Goal Sheet and the Compensation Plan for fiscal year 2019 (Plan). Under section 4.2.1.1 of the Plan, “Commissions are based on the achievement of revenue goals (‘Goal’) as set forth in the Participant’s Goal Sheet. Commissions are calculated as a percentage of sales revenue the Participant achieves in his or her Territory during the period defined in the Goal Sheet” and are “earned only when (a) a customer has paid the Company the full contract amount . . . and (b) the Company has made all adjustments for refunds, credits, price changes, cancellations or de-bookings unless otherwise prohibited by applicable law.” Under the windfall provision in section 6.7 of the Plan, NetApp reserved the right to limit an employee’s commissions to avoid a windfall. Under that provision, a windfall may occur if an employee’s goal for a particular territory is exceeded by more than 200 percent. If NetApp invokes this provision, “a Participant may receive a Goal…