Seidl

I. FACTS AND PROCEDURAL BACKGROUND

Cohesity is an enterprise software company. In July 2015, Seidl began serving on Cohesity’s advisory board. Cohesity granted Seidl stock options for 70,274 shares of Cohesity stock in return for this work. The vesting schedule of Seidl’s stock options was tied to his continued work on the advisory board. The agreement between Cohesity and Seidl provided that, beginning in July 2015, 1/36 of the shares would vest each month during Seidl’s service on Cohesity’s advisory board. The agreement permitted Seidl to exercise the options (i.e., purchase) prior to their vesting. Under the agreement, if Seidl were terminated, Cohesity had the right to repurchase any unvested shares from him. Upon his termination, Cohesity’s repurchase of such shares was automatic unless Cohesity specifically notified Seidl it had elected not to repurchase the unvested shares. The agreement provided, “The Company shall be deemed to have exercised its Repurchase Right automatically for all Subject Shares as of the Termination Date, unless within ninety (90) days thereafter, the Company notifies the holder of the Subject Shares pursuant to Section 16 that it will not exercise…