LPSN 10-K Annual Report Dec. 31, 2019 | Alphaminr
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LPSN 10-K Fiscal year ended Dec. 31, 2019

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LIVEPERSON INC
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TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For Registrant S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 6. Selected Consolidated Financial DataItem 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Consolidated Financial Statements and Supplementary DataItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accountant Fees and ServicesPart IVItem 15. Exhibits and Financial Statement SchedulesItem 16. Form 10-k Summary

Exhibits

2.1 Agreement and Plan of Merger, dated as of June 22, 2006, among LivePerson, Inc., Soho Acquisition Corp., Proficient Systems, Inc. and Gregg Freishtat as Shareholders Representative (incorporated by reference to the identically numbered exhibit in the Current Report on Form 8-K filed on June 22, 2006) 2.2 Agreement and Plan Merger, dated as of November 5, 2014, among LivePerson,Inc. Catalyst Lightning LLC, Contact At Once!, LLC and Fulcrum Growth Fund II QP, LLC(incorporated by reference to Exhibit 2.1 to LivePersons Current Report on Form 8-K filed onNovember 12, 2014 (File No. 000-30141)) 3.1(b) Certificate of Amendment to the Fourth Amended and Restated Certificate of Incorporation effectiveas of November 12, 2019 (incorporated by reference to Exhibit 4.2 to LivePersons RegistrationStatement on Form S-8 filed on November 13, 2019 (File No. 333-234676)) 4.3 Indenture, dated as of March 4, 2019, by and between LivePerson, Inc. and U.S. Bank NationalAssociation, as Trustee (incorporated by reference to Exhibit 4.1 to LivePersons Current Report onForm 8-K filed on March 5, 2019 (File No. 000-30141)) 4.4 Form of 0.750% Convertible Senior Notes due 2024 (included within the Indenture filed as Exhibit 4.3 hereto) 4.5 Description of the Registrants Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 10.1(a)* 2009 Stock Incentive Plan (incorporated by reference to Exhibit 99.1 to LivePersons Registration Statement on Form S-8 filed on June 9, 2009)andForms of Grant Agreements under the 2009 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 to LivePersons Quarterly Report on Form 10-Q filed on May 6, 2011 (File No. 000-30141)) 10.1(b)* 2009 Stock Incentive Plan (amended and restated as of June 7, 2012) (incorporated by reference to Exhibit 99.1 to LivePersons Current Report on Form 8-K filed on June 8, 2012 (File No. 000-30141)) 10.2* LivePerson, Inc. 2010 Employee Stock Purchase Plan (incorporated by reference to Exhibit 99.1 to LivePersons Registration Statement on Form S-8 filed on August 19, 2010 (File No. 000-30141)) 10.4* Agreement between LivePerson and Dan Murphy, dated as of March 27, 2011 (incorporated by reference to Exhibit 10.5 to LivePersons Annual Report on Form 10-K for the year ended December 31, 2011 and filed March 13, 2012) 10.5* Form of Indemnification Agreement entered into with Executive Officers and Directors of LivePerson (incorporated by reference to Exhibit 10.6 to LivePersons Annual Report on Form 10-K for the year ended December 31, 2011 and filed March 13, 2012) 10.6* Agreement between LivePerson and Monica L. Greenberg, dated as of October 25, 2006 (incorporated by reference to Exhibit 10.8 to LivePersons Annual Report on Form 10-K for the year ended December 31, 2011 and filed March 13, 2012) 10.7* Incentive Plan (incorporated by reference to Exhibit 10.1 to LivePersons Current Report on Form 8-K filed on April 28, 2011) 10.8* Employment Agreement between LivePerson and Eran Vanounou, dated as of February 22, 2014(incorporated by reference to Exhibit 10.2 to LivePersons Quarterly Report on Form 10-Q filed onMay 9, 2014) (File No. 000-30141)) 10.9* Separation Agreement General Release between LivePerson and Daniel Murphy, dated as of November 9, 2017 (incorporated by reference to Exhibit 10.5 (B) to LivePersons Quarterly Report on Form 10-Q filed on November 9, 2017) (File No. 000-30141)) 10.10* Amendment to Separation Agreement General Release between LivePerson and Daniel Murphy, dated as of February 9, 2018 (incorporated by reference to Exhibit 10.11 to LivePersons Annual Report on Form 10-K for the year ended December 31, 2017, filed on March 15, 2018 (File No. 000-30141)) 10.11* Form of Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.12 to LivePersons Annual Report on Form 10-K for the year ended December 31, 2017, filed on March 15, 2018 (File No. 000-30141)) 10.12* Form of Restricted Stock Unit Award Agreement for Robert Locascio (incorporated by reference to Exhibit 10.13 to LivePersons Annual Report on Form 10-K for the year ended December 31, 2017, filed on March 15, 2018 (File No. 000-30141)) 10.13* Inducement Plan dated January 19, 2018 (incorporated by reference to Exhibit 10.14 to LivePersons Annual Report on Form 10-K for the year ended December 31, 2017, filed on March 15, 2018 (File No. 000-30141)) 10.14* Amended Employment Agreement between LivePerson and Robert LoCascio, dated as of December 27, 2017 (incorporated by reference to Exhibit 10.15 to LivePersons Annual Report on Form 10-K for the year ended December 31, 2017, filed on March 15, 2018 (File No. 000-30141)) 10.15* Agreement between LivePerson and Alex Spinelli, dated as of January 12, 2018 (incorporated by reference to Exhibit 10.1 to LivePersons Quarterly Report on Form 10-Q for the quarter ended March 31, 2018, filed May 8, 2018 (File No. 000-30141)) 10.16* Agreement between LivePerson and Chris Greiner, dated as of February 19, 2018 (incorporated by reference to Exhibit 10.2 to LivePersons Quarterly Report on Form 10-Q for the quarter ended March 31, 2018, filed May 8, 2018 (File No. 000-30141)) 10.17* Long Term Incentive Plan dated July 31, 2018 (incorporated by reference to Exhibit 10.1 to LivePersons Quarterly Report on Form 10-Q for the quarter ended June 30, 2018 filed on August 6, 2018 (File No. 000-30141)) 10.18* Separation Agreement General Release between LivePerson and Eran Vanounou, dated as of April 30, 2018 (incorporated by reference to Exhibit 10.2 to LivePersons Quarterly Report on Form 10-Q for the quarter ended June 30, 2018, filed on August 6, 2018 (File No. 000-30141)) 10.19 Form of Capped Call Transaction Confirmation (incorporated by reference to Exhibit 10.1 toLivePersons Form 8-K filed on March 5, 2019 (000-30141)) 10.20 Form of Additional Capped Call Transaction Confirmation (incorporated by reference to Exhibit 10.1to LivePersons Form 8-K filed on March 14, 2019 (000-30141)) 10.21* Nonstatutory Stock Option Agreement, by and between LivePerson, Inc. and Robert P. LoCascio,dated as of February 21, 2019 (incorporated by reference to Exhibit 10.3 to LivePersons QuarterlyReport on Form 10-Q for the quarter ended March 31, 2019, filed on May 7, 2019 (File No.000-30141)) 10.22* 2009 Stock Incentive Plan Restricted Stock Unit Award Agreement, by and between LivePerson, Inc.and Robert P. LoCascio, dated as of February 21, 2019 (incorporated by reference to Exhibit 10.4 toLivePersons Quarterly Report on Form 10-Q for the quarter ended March 31, 2019, filed on May 7,2019 (File No. 000-30141)) 10.23* LivePerson, Inc. 2019 Stock Incentive Plan (incorporated by reference to Exhibit 99.1 to LivePersons Registration Statement on Form S-8 filed on November 13, 2019 (File No. 333-234676)) 10.24* LivePerson, Inc. 2019 Employee Stock Purchase Plan (incorporated by reference to Exhibit 99.2 toLivePersons Registration Statement on Form S-8 filed on November 13, 2019 (File No. 333-234676)) 21.1 Subsidiaries 23.1 Consent of BDO USA, LLP, an Independent Registered Public Accounting Firm 31.1 Certification by Chief Executive Officer pursuant to Exchange Act Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2 Certification by principal financial officer pursuant to Exchange Act Rule 13a-14(a), 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 principal financial officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002