Planet Labs PBC 10-Q

Item 5. Other Information Planet Labs PBC Executive Severance Plan On December 6, 2023, the Company’s board of directors adopted the Planet Labs PBC Executive Severance Plan (the “Plan”). As of the same date, the Company’s board of directors selected certain Company employees (each, a “Participant”), including each of the Company’s Section 16 officers, to participate in the Plan, subject to execution of a participation notice thereunder. The Plan provides that, if a Participant’s employment is terminated by the Company without “cause” or by the Participant for “good reason” (each as defined in the Plan), the Participant is eligible to receive: (i) continued payment of base salary for twelve months (for the Company’s Chief Executive Officer (“CEO”) only) or nine months following termination; (ii) a pro-rated annual bonus for the fiscal year of termination (based on actual performance), less any annual bonus for such fiscal year paid prior to termination, payable in installments over twelve months (for the CEO only) or nine months following termination; and (iii) Company-subsidized group health continuation coverage for up to twelve months (for the CEO only) or nine months following termination. If the Participant’s termination without “cause” or for “good reason” occurs within three months prior to or within twelve months after a change in control, the Participant is eligible to receive (in lieu of the severance described above): (i) a lump-sum amount equal to eighteen months’ (for the CEO only) or twelve months’ base salary; (ii) a pro-rated target annual bonus for the fiscal year of termination, less any annual bonus for such fiscal year paid prior to termination; (iii) a lump-sum amount equal to 150% (for the CEO only) or 100% of the Participant’s target annual bonus; (iv) Company-subsidized group health continuation coverage for up to eighteen months (for the CEO only) or twelve months following termination; and (v) full vesting of outstanding equity-based awards. Receipt of any severance payments and benefits under the Plan is subject to the applicable Participant’s continued compliance with applicable restrictive covenants and execution of an effective release of claims in favor of the Company. The Plan also includes an Internal Revenue Code Section 280G “best pay” provision, pursuant to which any payments or benefits under the Plan or otherwise that would be subject to an excise tax under Internal Revenue Code Section 4999 will be reduced if such reduction would result in a greater net after-tax benefit to the Participant than receiving the full payments or benefits. The foregoing description of the Plan does not purport to be complete and is qualified in its entirety by reference to the full text of the Plan and related form of participation notice, which are filed as Exhibit 10.1 to this Quarterly Report on Form 10-Q and are incorporated herein by reference. Securities Trading Plans of Directors and Executive Officers During our last fiscal quarter, no director or officer, as defined in Rule 16a-1(f), adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” each as defined in Regulation S-K Item 408. 49 Table of Contents Item 6. Exhibits Exhibit Description 10.1 Planet Labs PBC Executive Severance Plan and Participation Notice 31.1 Certification by Chief Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2 Certification by Chief Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32.1* Certification by Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 32.2* Certification by Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 101.INS Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because iXBRL tags are embedded within the Inline XBRL document). 101.SCH Inline XBRL Taxonomy Extension Schema Document 101.CAL Inline XBRL Taxonomy Calculation Linkbase Document 101.DEF Inline XBRL Taxonomy Definition Linkbase Document 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document 104 Cover Page Interactive Data File (formatted as Inline XBRL) * Furnished herewith. 50 Table of Contents SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Date: December 8, 2023 PLANET LABS PBC By: /s/ Ashley Johnson Ashley Johnson Chief Financial and Operating Officer (Duly Authorized Officer, Principal Financial Officer and Principal Accounting Officer) 51