1 unchanged sentence
Evaluation of Disclosure Controls and Procedures
−Removed: We maintain “disclosure controls and procedures,” as defined in Rule 13a-15(e) and Rule 15d-15(e) under the Exchange Act that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms.
−Removed: Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to its management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.
+Added: We maintain “disclosure controls and procedures,” as defined in Rule 13a-15(e) and Rule 15d-15(e) under the Exchange Act that are designed to ensure information required to be disclosed by a company in the reports it files or submits under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms.
+Added: Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure information required to be disclosed by a company in the reports it files or submits under the Exchange Act is accumulated and communicated to its management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.
Our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2020.
−Removed: Based on the evaluation of our disclosure controls and procedures as of December 31, 2019, our Chief Executive Officer and Chief Financial Officer concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.
+Added: Based on the evaluation of our disclosure controls and procedures as of December 31, 2020, our Chief Executive Officer and Chief Financial Officer concluded, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.
Management's Report on Internal Control Over Financial Reporting
4 unchanged sentences
Changes in Internal Control Over Financial Reporting
−Removed: Except for the implementation of certain internal controls related to the adoption of ASC 606, there was no change in our internal control over financial reporting that occurred during the quarter ended December 31, 2019 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
+Added: There was no change in our internal control over financial reporting that occurred during the quarter ended December 31, 2020 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Inherent Limitations on Effectiveness of Controls
−Removed: Our management, including our Chief Executive Officer and Chief Financial Officer, believes that our disclosure controls and procedures and internal control over financial reporting are designed to provide reasonable assurance of achieving their objectives and are effective at the reasonable assurance level.
−Removed: However, our management does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent all errors and all fraud.
−Removed: A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.
−Removed: Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs.
+Added: Our management, including our Chief Executive Officer and Chief Financial Officer, believes our disclosure controls and procedures and internal control over financial reporting are designed to provide reasonable assurance of achieving their objectives and are effective at the reasonable assurance level.
+Added: However, our management does not expect our disclosure controls and procedures or our internal control over financial reporting will prevent all errors and all fraud.
+Added: A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance the objectives of the control system are met.
+Added: Further, the design of a control system must reflect the fact there are resource constraints, and the benefits of controls must be considered relative to their costs.
Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected.
1 unchanged sentence
Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls.
−Removed: The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions;
+Added: The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance any design will succeed in achieving its stated goals under all potential future conditions;
over time, controls may become inadequate because of changes in conditions or the degree of compliance with policies or procedures may deteriorate.
1 unchanged sentence
Other Information.
−Removed: Entry into an Amendment of a Material Definitive Agreement
−Removed: The Company entered into the Lease Second Amendment, effective as of January 1, 2020, which modified the Lease for the Company’s headquarters in Tysons, Virginia.
−Removed: Under the Lease Second Amendment, the Company exercised an option to expand its lease to the Fourth Floor, adding approximately 34,158 square feet to the premises.
−Removed: The Company will commence occupancy of the Fourth Floor on the sooner of the completion of certain improvements to the Fourth Floor and October 14, 2020.
−Removed: The monthly base rent for the Fourth Floor will be $87,388 for the first 27 months of the lease term, subject to periodic increases thereafter.
−Removed: Except as modified by the Second Amendment, the other terms of the Lease remain in full force and effect.
−Removed: The foregoing description of the Second Amendment is not complete and is qualified in its entirety by reference to the Second Amendment, which is filed as an exhibit to this Annual Report on Form 10-K.
+Added: Not applicable.
Directors, Executive Officers and Corporate Governance.
2 unchanged sentences
The Code of Conduct is available on our website at www.appian.com.
−Removed: We expect that any amendments to the Code of Conduct, or any waivers of its requirements, will be disclosed on our website (www.appian.com) as required by applicable law or the listing standards of the Nasdaq Stock Market.
+Added: We expect any amendments to the Code of Conduct or any waivers of its requirement will be disclosed on our website (www.appian.com) as required by applicable law or the listing standards of the Nasdaq Stock Market.
+Added: The information contained on, or that can be accessed through, our website is not incorporated by reference into this Annual Report on Form 10-K or in any other report or document we file with the SEC, and any references to our website are intended to be inactive textual references only.
Executive Compensation.
11 unchanged sentences
(3) Exhibits are incorporated herein by reference or are filed with this Annual Report on Form 10-K as indicated below.
+Added: Description Reference
3.1 Amended and Restated Certificate of Incorporation of Appian Corporation.
−Removed: Amended and Restated Bylaws of Appian Corporation.
−Removed: Form of Class A common stock certificate of Appian Corporation.
−Removed: Amended and Restated Investors' Rights Agreement by and among Appian Corporation and certain of its stockholders, dated February 21, 2014.
−Removed: Description of Securities.
−Removed: 2007 Stock Option Plan and Form of Option Agreement and Exercise Notice thereunder, as amended to date.
−Removed: 2017 Equity Incentive Plan and Forms of Stock Option Agreement, Notice of Exercise and Stock Option Grant Notice thereunder.
−Removed: Non-Employee Director Compensation Plan.
−Removed: Form of Indemnification Agreement by and between Appian Corporation and each of its directors and executive officers.
−Removed: Employment Agreement, dated as of September 7, 2012, by and between Appian Corporation and Matthew Calkins.
−Removed: Employment Agreement, dated as of September 8, 2009, by and between Appian Corporation and Edward Hughes.
−Removed: Form of Amended and Restated Employment Agreement, dated as of April 27, 2017, by and between Appian Corporation and each of Mark Lynch and Chris Winters.
−Removed: Senior Executive Cash Incentive Bonus Plan.
−Removed: Forms of Restricted Stock Unit Grant Notices and Restricted Stock Unit Award Agreements under 2017 Equity Incentive Plan.
−Removed: Forms of Restricted Stock Award Grant Notice and Restricted Stock Award Agreement under 2017 Equity Incentive Plan.
−Removed: 2017 Equity Incentive Plan French Qualifying Sub-Plan, with Forms of Restricted Stock Unit Grant Notice and Restricted Stock Unit Award Agreement thereunder.
−Removed: 2017 Equity Incentive Plan CSOP Sub-Plan for UK Eligible Employees, with Forms of CSOP Stock Option Grant Notice and CSOP Option Agreement thereunder.
−Removed: Stock Option Cancellation Agreement, dated December 7, 2018, between Appian Corporation and Matthew Calkins.
−Removed: 10.1 4 ( 18 )
−Removed: Deed of Lease, dated April 17, 2018, between Appian Corporation and Tamares 7950 Owner LLC.
−Removed: First Amendment to Deed of Lease, dated December 23, 2019, between Appian Corporation and Tamares 7950 Owner LLC.
−Removed: Second Amendment to Deed of Lease, effective as of January 1, 2020, between Appian Corporation and Tamares 7950 Owner LLC.
−Removed: 10.1 7 †( 19 )
−Removed: Software Enterprise OEM License Agreement, dated as of June 15, 2016, by and between Appian Corporation and Kx Systems, Inc.
−Removed: 1 to Software Enterprise OEM License Agreement, dated as of August 20, 2019, by and between Appian Corporation and Kx Systems, Inc.
−Removed: 10.1 9 †(2 1 )
−Removed: Third Amended and Restated Loan and Security Agreement, dated as of November 1, 2017, by and between Appian Corporation and Silicon Valley Bank.
−Removed: Subsidiaries of Appian Corporation.
−Removed: Consent of BDO USA, LLP, independent registered public accounting firm.
−Removed: Power of Attorney.
−Removed: Reference is made to the signature page hereto.
−Removed: Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
−Removed: Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
−Removed: Certifications of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C.
−Removed: Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
−Removed: 101.INS XBRL Instance Document - The instance document does not appear in the interactive data file because its XBRL tags are embedded within the inliune XBRL document.
−Removed: 101.SCH Inline XBRL Taxonomy Extension Schema Document
−Removed: 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document
−Removed: 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document
−Removed: 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document
−Removed: 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document
−Removed: 104 Cover page interactive data file (formatted as Inline XBRL and contained in Exhibit 101)
−Removed: Previously filed as Exhibit 3.2 to Amendment No.
+Added: Previously filed as Exhibit 3.
+Added: 2 to Amendment No.
3 to the Company’s Registration Statement on Form S-1 (File No.
333-217510), filed with the Securities and Exchange Commission on May 12, 2017, and incorporated herein by reference.
+Added: 3.2 Amended and Restated Bylaws of Appian Corporation.
Previously filed as Exhibit 3.4 to Amendment No.
1 unchanged sentence
333-217510), filed with the Securities and Exchange Commission on May 10, 2017, and incorporated herein by reference.
+Added: 4.1 Form of Class A common stock certificate of Appian Corporation.
Previously filed as Exhibit 4.1 to Amendment No.
1 unchanged sentence
333-217510), filed with the Securities and Exchange Commission on May 12, 2017, and incorporated herein by reference.
+Added: 4.2 Amended and Restated Investors' Rights Agreement by and among Appian Corporation and certain of its stockholders, dated February 21, 2014.
Previously filed as Exhibit 4.2 to the Company’s Registration Statement on Form S-1 (File No.
333-217510), filed with the Securities and Exchange Commission on April 27, 2017, and incorporated herein by reference.
+Added: 4.3 Description of Securities.
+Added: Previously filed as Exhibit 4.3 to the Company's Annual Report on Form 10-K (File No.
+Added: 001-38098), filed with the Securities and Exchange Commission on February 20, 2020, and incorporated herein by reference.
+Added: 10.1 2007 Stock Option Plan and Form of Option Agreement and Exercise Notice thereunder, as amended to date.
Previously filed as Exhibit 10.1 to the Company’s Registration Statement on Form S-1 (File No.
333-217510), filed with the Securities and Exchange Commission on April 27, 2017, and incorporated herein by reference.
−Removed: Previously filed as Exhibit 10.2 to Amendment No.
−Removed: 2 to the Company’s Registration Statement on Form S-1 (File No.
−Removed: 333-217510), filed with the Securities and Exchange Commission on May 10, 2017, and incorporated herein by reference.
+Added: 10.2 2017 Equity Incentive Plan and Forms of Stock Option Agreement, Notice of Exercise and Stock Option Grant Notice thereunder.
Previously filed as Exhibit 10.2 to Amendment No.
1 unchanged sentence
333-217510), filed with the Securities and Exchange Commission on May 10, 2017, and incorporated herein by reference.
+Added: 10.3 Non-Employee Director Compensation Plan, as amended December 16, 2020.
+Added: Filed herewith.
+Added: 10.4 Form of Indemnification Agreement by and between Appian Corporation and each of its directors and executive officers.
Previously filed as Exhibit 10.4 to Amendment No.
1 unchanged sentence
333-217510), filed with the Securities and Exchange Commission on May 10, 2017, and incorporated herein by reference.
−Removed: Previously filed as Exhibit 10.5 to the Company’s Registration Statement on Form S-1 (File No.
−Removed: 333-217510), filed with the Securities and Exchange Commission on April 27, 2017, and incorporated herein by reference.
+Added: 10.5 Employment Agreement, dated as of September 7, 2012, by and between Appian Corporation and Matthew Calkins.
Previously filed as Exhibit 10.5 to the Company’s Registration Statement on Form S-1 (File No.
333-217510), filed with the Securities and Exchange Commission on April 27, 2017, and incorporated herein by reference.
+Added: 10.6 Form of Amended and Restated Employment Agreement, dated as of April 27, 2017, by and between Appian Corporation and each of Mark Lynch and Chris Winters.
Previously filed as Exhibit 10.7 to the Company’s Registration Statement on Form S-1 (File No.
333-217510), filed with the Securities and Exchange Commission on April 27, 2017, and incorporated herein by reference.
+Added: 10.7 Senior Executive Cash Incentive Bonus Plan.
Previously filed as Exhibit 10.11 to the Company’s Annual Report on Form 10-K (File No.
001-38098), filed with the Securities and Exchange Commission on February 23, 2018, and incorporated herein by reference.
+Added: 10.8 Forms of Restricted Stock Unit Grant Notices and Restricted Stock Unit Award Agreements under 2017 Equity Incentive Plan.
Previously filed as Exhibit 10.12 to the Company’s Annual Report on Form 10-K (File No.
001-38098), filed with the Securities and Exchange Commission on February 23, 2018, and incorporated herein by reference.
+Added: 10.9 Forms of Restricted Stock Award Grant Notice and Restricted Stock Award Agreement under 2017 Equity Incentive Plan.
Previously filed as Exhibit 10.13 to the Company’s Annual Report on Form 10-K (File No.
001-38098), filed with the Securities and Exchange Commission on February 23, 2018, and incorporated herein by reference.
+Added: 10.10 2017 Equity Incentive Plan French Qualifying Sub-Plan, with Forms of Restricted Stock Unit Grant Notice and Restricted Stock Unit Award Agreement thereunder.
Previously filed as Exhibit 10.14 to the Company’s Annual Report on Form 10-K (File No.
001-38098), filed with the Securities and Exchange Commission on February 23, 2018, and incorporated herein by reference.
+Added: 10.11 2017 Equity Incentive Plan CSOP Sub-Plan for UK Eligible Employees, with Forms of CSOP Stock Option Grant Notice and CSOP Option Agreement thereunder.
Previously filed as Exhibit 10.15 to the Company’s Annual Report on Form 10-K (File No.
001-38098), filed with the Securities and Exchange Commission on February 23, 2018, and incorporated herein by reference.
+Added: 10.12 Stock Option Cancellation Agreement, dated December 7, 2018, between Appian Corporation and Matthew Calkins.
Previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No.
001-38098), filed with the Securities and Exchange Commission on December 10, 2018, and incorporated herein by reference.
+Added: 10.13 Deed of Lease, dated April 17, 2018, between Appian Corporation and Tamares 7950 Owner LLC.
Previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No.
001-38098), filed with the Securities and Exchange Commission on April 23, 2018, and incorporated herein by reference.
+Added: 10.14 First Amendment to Deed of Lease, dated December 23, 2019, between Appian Corporation and Tamares 7950 Owner LLC.
+Added: Previously filed as Exhibit 10.15 to the Company's Annual Report on Form 10-K (File No.
+Added: 001-38098), filed with the Securities and Exchange Commission on February 20, 2020, and incorporated herein by reference.
+Added: 10.15 Second Amendment to Deed of Lease, effective as of January 1, 2020, between Appian Corporation and Tamares 7950 Owner LLC.
+Added: Previously filed as Exhibit 10.16 to the Company's Annual Report on Form 10-K (File No.
+Added: 001-38098), filed with the Securities and Exchange Commission on February 20, 2020, and incorporated herein by reference.
+Added: 10.16 Software Enterprise OEM License Agreement, dated as of June 15, 2016, by and between Appian Corporation and Kx Systems, Inc.
Previously filed as Exhibit 10.11 to the Company’s Registration Statement on Form S-1 (File No.
333- 217510), filed with the Securities and Exchange Commission on April 27, 2017, and incorporated herein by reference.
+Added: 10.17 Addendum No.
+Added: 1 to Software Enterprise OEM License Agreement, dated as of August 20, 2019, by and between Appian Corporation and Kx Systems, Inc.
Previously filed as Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q (File No.
001-38098) filed with the Securities and Exchange Commission on October 31, 2019, and incorporated herein by reference.
+Added: 10.18 Third Amended and Restated Loan and Security Agreement, dated as of November 1, 2017, by and between Appian Corporation and Silicon Valley Bank.
Previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No.
001-38098), filed with the Securities and Exchange Commission on November 2, 2017, and incorporated herein by reference.
−Removed: + Indicates management contract or compensatory plan.
−Removed: † Confidential treatment has been granted as to certain portions of this exhibit, which portions have been omitted and filed separately with the Securities and Exchange Commission.
+Added: 10.19 Employment Agreement, dated as of September 7, 2012, by and between Appian Corporation and Robert Kramer.
+Added: Previously filed as Exhibit 10.
+Added: 2 to the Company's Quarterly Report on Form 10-Q (File No.
+Added: 001-38098) filed with the Securities and Exchange Commission on May 7 , 20 20 , and incorporated herein by reference.
+Added: 10.20 Employment Agreement, dated as of February 16, 2018, by and between Appian Corporation and David Mitchell.
+Added: Previously filed as Exhibit 10.
+Added: 3 to the Company's Quarterly Report on Form 10-Q (File No.
+Added: 001-38098) filed with the Securities and Exchange Commission on May 7, 2020, and incorporated herein by reference.
+Added: 10.21 Separation Agreement, dated as of May 1, 2020, by and between Appian Corporation and David Mitchell.
+Added: Previously filed as Exhibit 10.
+Added: 1 to the Company's Quarterly Report on Form 10-Q (File No.
+Added: 001-38098) filed with the Securities and Exchange Commission on August 6 , 2020, and incorporated herein by reference.
+Added: 10.22 Employment Agreement, dated as of May 6, 2020, by and between Appian Corporation and Eric Cross.
+Added: Previously filed as Exhibit 10.
+Added: 2 to the Company's Quarterly Report on Form 10-Q (File No.
+Added: 001-38098) filed with the Securities and Exchange Commission on August 6, 2020, and incorporated herein by reference.
+Added: 21.1 Subsidiaries of Appian Corporation.
Filed herewith.
+Added: 23.1 Consent of BDO USA, LLP, independent registered public accounting firm.
+Added: Filed herewith.
+Added: 24.1 Power of Attorney.
+Added: Reference is made to the signature page hereto.
+Added: Filed herewith.
+Added: 31.1 Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
+Added: Filed herewith.
+Added: 31.2 Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
+Added: Filed herewith.
+Added: 32.1 Certifications of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C.
+Added: Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
+Added: Filed herewith.
+Added: 101.INS XBRL Instance Document - The instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document.
+Added: 101.SCH Inline XBRL Taxonomy Extension Schema Document Attached.
+Added: 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document Attached.
+Added: 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document Attached.
+Added: 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document Attached.
+Added: 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document Attached.
+Added: 104 Cover page interactive data file (formatted as Inline XBRL and contained in Exhibit 101) Attached.
+Added: + Indicates management contract or compensatory plan.
+Added: † Confidential treatment has been granted as to certain portions of this exhibit.
+Added: These portions have been omitted and filed separately with the Securities and Exchange Commission.
* This certification is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.
3 unchanged sentences
APPIAN CORPORATION
−Removed: February 20, 2020 By:
+Added: February 18, 2021
/s/ Matthew Calkins
31 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.