Workday给总裁兼首席商务官的Offer
November 25, 2024
DELIVERY VIA EMAIL
Robert Enslin
Dear Rob,
Workday, Inc. (“Workday”) is happy to offer you a position as President, Chief Commercial Officer reporting to Workday’s CEO, Carl Eschenbach. Your planned start date is December 2, 2024.
Your role will be based remotely from your home in Palm Beach Gardens, Florida. We expect that you and your manager will determine a schedule that meets both business and individual needs.
Your annualized starting salary is $750,000, which is payable according to Workday’s payroll cycle, and subject to applicable federal and state taxes.
You are eligible to participate in a variable (“incentive”) compensation plan, targeted at 100% of your annualized base pay. This plan, including terms and conditions, shall be provided shortly after commencing employment.
Workday will offer you a one-time hiring bonus of $1,000,000. This will be paid out in two installments. The first installment of $500,000 will be paid out within your first 30 days of employment, while the second installment of $500,000 will be paid approximately 12 months after your hire date in accordance with the Company’s standard payroll procedures. To receive either installment of the bonus, you must be employed by Workday and in good standing on the day of the payment. Your bonus payments will be subject to applicable federal and state taxes, and any other applicable withholdings. Receipt of this bonus, however, is conditioned on your remaining with Workday for at least one year.
In accordance with Workday’s standard grant practices, you will be granted restricted stock units (RSUs) of the Company’s Class A Common Stock with an approximate value of $38,000,000 USD. The number of shares will be determined by dividing the USD value above by the trailing simple moving average stock price of Workday Class A common stock for the 20 day period immediately preceding the Date of Grant. You will vest in these shares at the rate of 1/4 of the RSU shares after 12 months of continuous service from your vesting start date, then in equal quarterly installments of 1/16th of the total RSU shares, fully vesting in 4 years from your vesting start date. Assuming your start date remains December 2, 2024, your vesting start date will be on or before January 5, 2025. Your RSU grant will be subject to the terms and conditions applicable to stock granted under the Company’s 2022 Equity Incentive Plan, as in effect on the date of grant (the “Plan”), as described in the Plan and the applicable Restricted Stock Unit Agreement.
Under Workday’s Total Rewards program, high performing employees are eligible to receive additional equity grants during their employment (“refresh grants”), at the sole discretion of the Company and subject to approval by the Company’s Board of Directors or its Compensation Committee. You shall be eligible for future equity grants beginning in April 2026 as determined by and pursuant to the terms established by the Compensation Committee. Refresh grant targets vary by the employee’s role and location, and receipt of a grant and actual grant amounts are based on each employee’s contributions, skills, and future potential.
You shall be eligible for the Workday Executive Severance and Change in Control Policy (“Severance Plan”), so long as you remain employed by Workday subject to the eligibility requirements, terms, and conditions of the Severance Plan, as amended from time to time. Receipt of the benefits under the Severance Plan is contingent on your execution and delivery of a signed general release of claims in favor of the Company. A release, substantially in the form of Schedule A, shall satisfy this requirement.
Subject to Conflict of Interest and the Policy Statement Regarding Senior Executive Service on Unaffiliated Boards of Directors, and related policies, you may manage personal investments, participate in civic, charitable, professional and academic activities (including serving on boards and committees), and serve on the board of directors (and any committees) of up to one (1) noncompetitive company pursuant to the terms of the Policy Statement Regarding Senior Executive Service on Unaffiliated Boards of Directors.
Your employment with Workday is “at-will”, meaning either you or Workday may terminate your employment at any time, for any reason or no reason, with or without notice. There is no promise by Workday that your employment will continue for a set period of time or that your employment will be terminated only under particular circumstances. Any exception to this at-will employment policy can only be made in writing by the Chief People Officer of Workday. In particular, this at-will employment policy cannot be modified by any statements, express or implied, contained in any employment handbook, application, memoranda, policy, procedure, or other materials or statements provided to you in connection with your employment.
Workday has its own way of doing business and its own unique, independently developed proprietary technology. We have neither the need nor desire to make any unauthorized use of any intellectual property or confidential information belonging to or developed by others. Workday understands the importance of protecting its own intellectual property and confidential information and respects the intellectual property and confidential information developed by other companies. We fully expect that each person who accepts a position with us will hold themselves to these same standards. No employee should reference, use or bring into the workplace any material that contains intellectual property or confidential information belonging to a previous employer or any other third party.
You will enter into an Indemnification Agreement with Workday and will be covered by the director and officer liability insurance policy currently maintained by the Company, or as may be maintained by the Company from time to time.
The offer of employment set forth in this Letter is contingent upon: (i) your execution of Workday’s Proprietary Information and Inventions Agreement prior to your start date; and (ii) your presentation of satisfactory documentary evidence of your identity and authorization to work in the U.S. within three (3) days of your date of hire. In addition, this offer of employment supersedes and replaces all prior verbal or written agreements between you and Workday, including, but not limited to, all prior offer letters. Like all Workday employees, you are also required, as a condition of your continued employment, to comply with Workday’s Employee Handbook and Code of Conduct as they may be updated and/or revised periodically.
Sincerely,
/s/ Ashley Goldsmith
Ashley Goldsmith
Chief People Officer
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