LPSN 10-K Annual Report Dec. 31, 2023 | Alphaminr
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LPSN 10-K Fiscal year ended Dec. 31, 2023

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LIVEPERSON INC
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TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 1C. CybersecurityItem 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. [reserved]Item 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataNote 1. Description Of Business and Summary Of Significant Accounting PoliciesNote 5 Goodwill and Other Intangible Assets, NetNote 2. Revenue RecognitionNote 3. Net Loss Per ShareNote 4. Segment InformationNote 5. Goodwill and Intangible Assets, NetNote 6. Property and Equipment, NetNote 7. Accrued Expenses and Other Current LiabilitiesNote 8. Convertible Senior Notes, Net Of Current Portion and Capped Call TransactionsNote 9. AcquisitionsNote 10. LeasesNote 11. Fair Value MeasurementsNote 12. Commitments and ContingenciesNote 13. Stockholders EquityNote 14. RestructuringNote 15. Legal MattersNote 16. Income TaxesNote 17. Equity Method InvestmentNote 18. Variable Interest EntitiesNote 19. Related PartiesNote 20. DivestitureNote 21. Subsequent EventsItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationItem 9C. Disclosure Regarding Foreign Jurisdictions That Prevent InspectionsPart 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

3.1(b) Certificate of Amendment to the Fourth Amended and Restated Certificate of Incorporation effective as of November 12, 2019 (incorporated by reference to Exhibit 4.2 to LivePersons Registration Statement on Form S-8 filed on November 13, 2019 (File No. 333-234676)) 3.2 Third Amended and Restated By-Laws of LivePerson, Inc., as amended (incorporated by reference to Exhibit 3.1 to LivePersons Current Report on Form 8-K filed on June 12, 2023 (File No. 000-30141)) 3.3 Certificate of Designations of the Series A Junior Participating Preferred Stock of the Company, dated January 22, 2024 (incorporated by reference to Exhibit 3.1 to LivePersons Current Report on Form 8-K filed on January 22, 2024) 4.3 Indenture, dated as of March 4, 2019, by and between LivePerson, Inc. and U.S. Bank National Association, as Trustee (incorporated by reference to Exhibit 4.1 to LivePersons Current Report on Form 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 (incorporated by reference to Exhibit 4.5 to LivePersons Annual Report on Form 10-K for the year ended December 31, 2020 and filed on March 8, 2021 (File No. 000-30141)) 4.6 Indenture, dated as of December 4, 2020, by and between LivePerson, Inc. and U.S. Bank National Association, as Trustee (incorporated by reference to Exhibit 4.1 to LivePersons Current Report on Form 8-K/A filed on December 10, 2020 (File No. 000-30141)) 4.7 Form of 0% Convertible Senior Notes due 2026 (included within the Indenture filed as Exhibit 4.6 hereto) 4.8 Tax Benefits Preservation Plan, dated as of January 22, 2024, by and between the Company and Equiniti Trust Company, LLC as rights agent (which includes the Form of Rights Certificate as Exhibit B thereto) (incorporated by reference to Exhibit 4.1 to LivePersons Current Form 8-K filed on January 22, 2024) 4.9 Amendment, dated as of February 16, 2024, to the Tax Benefits Preservation Plan, between LivePerson, Inc. and Equiniti Trust Company, LLC (incorporated by reference to Exhibit 4.1 to LivePersons Current Form 8-K filed on February 16, 2024) 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 (File No. 333-159850)) 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)) 10.1(c)* Forms 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(d)* Form of Restricted Stock Unit Award Agreement under the 2009 Stock Incentive Plan (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)) 10.2* 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, filed March 13, 2012 (File No. 000-30141)) 10.3* Offer Letter Agreement between LivePerson, Inc. 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, filed March 13, 2012 (File No. 000-30141)) 10.4* Incentive Plan effective April 1, 2011 (incorporated by reference to Exhibit 10.1 to LivePersons Current Report on Form 8-K filed on April 28, 2011 (File No. 000-30141)) 10.5* 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)) 10.6* LivePerson, Inc. 2018 Inducement Plan, as amended (incorporated by reference to Exhibit 99.1 to LivePersons Registration Statement on Form S-8 filed on May, 12, 2022 (File No. 333-264897)) 10.7* 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)) 10.8 Form of Capped Call Transaction Confirmation relating to the 0.750% Convertible Senior Notes due 2024 (incorporated by reference to Exhibit 10.1 to LivePersons Form 8-K filed on March 5, 2019 (File No. 000-30141)) 10.9 Form of Additional Capped Call Transaction Confirmation relating to the 0.750% Convertible Senior Notes due 2024 (incorporated by reference to Exhibit 10.1 to LivePersons Form 8-K filed on March 14, 2019 (File No. 000-30141)) 10.10 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 Quarterly Report on Form 10-Q for the quarter ended March 31, 2019, filed on May 7, 2019 (File No. 000-30141)) 10.11* 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 to LivePersons Quarterly Report on Form 10-Q for the quarter ended March 31, 2019, filed on May 7,2019 (File No. 000-30141)) 10.12* Amended and Restated LivePerson, Inc. 2019 Stock Incentive Plan, effective as of October 5, 2023 (incorporated by reference to Exhibit 99.1 to LivePersons Registration Statement on Form S-8 filed on November 17, 2023 (File No. 333-275611)) 10.13* Amended and Restated LivePerson, Inc. 2019 Employee Stock Purchase Plan, effective as of October 5, 2023 (incorporated by reference to Exhibit 99.2 to LivePersons Registration Statement on Form S-8 filed on November 17, 2023 (File No. 333-275611) 10.14 Form of Base Capped Call Transaction Confirmation relating to the 0% Convertible Senior Notes due 2026 (incorporated by reference to Exhibit 10.1 to LivePersons Current Report on Form 8-K/A filed on December 10, 2020 (File No. 000-30141)) 10.15 Form of Additional Capped Call Transaction Confirmation relating to the 0% Convertible Senior Notes due 2026 (incorporated by reference to Exhibit 10.2 to LivePersons Current Report on Form 8-K/A filed on December 10, 2020 (File No. 000-30141)) 10.16 Agreement, dated as of July 20, 2022, by and among LivePerson, Inc. and the Starboard parties set forth on the signature pages thereto (incorporated by reference to Exhibit 10.1 to LivePersons Current Report on Form 8-K filed on July 21, 2022 (File No. 000-30141)) 10.17* Amended and Restated Offer Letter between LivePerson and John D. Collins, dated as of August 9, 2022 (incorporated by reference to Exhibit 10.1 to LivePersons Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, filed on November 8, 2022 (File No. 000-30141)) 10.18* Offer Letter between LivePerson and Norman M. Osumi, dated as of January 25, 2021 (incorporated by reference to Exhibit 10.27 to LivePersons Annual Report on Form 10-K/A for the year ended December 31, 2021, filed on May 2, 2022 (File No. 000-30141)) 10.19* Form of Restricted Stock Unit Agreement under the 2019 Stock Incentive Plan (incorporated by reference to Exhibit 10.20 to LivePersons Annual Report on Form 10-K for the year ended December 31, 2022, filed on March 16, 2023 (File No. 000-30141)) 10.20* Form of Option Agreement under the 2019 Stock Incentive Plan (incorporated by reference to Exhibit 10.21 to LivePersons Annual Report on Form 10-K for the year ended December 31, 2022, filed on March 16, 2023 (File No. 000-30141)) 10.21* Letter Agreement, by and between LivePerson and Robert P. LoCascio, dated as of July 10, 2023 (incorporated by reference to Exhibit 10.1 to LivePersons Current Report on Form 8-K filed on July 12, 2023 (File No. 000-30141)) 10.22* Letter Agreement, by and between LivePerson and Robert P. LoCascio, dated as of August 7, 2023 (incorporated by reference to Exhibit 10.1 to LivePersons Current Report on Form 8-K filed on August 8, 2023 (File No. 000-30141)) 10.23* Offer Letter, by and between LivePerson and Jeffrey Ford, dated as of July 31, 2023 (incorporated by reference to Exhibit 10.5 to LivePersons Quarterly Report on Form 10-Q for the quarter ended September 30, 2023, filed on November 9, 2023 (File No. 000-30141)) 10.24* Letter Agreement, by and between LivePerson and Monica Greenberg, dated as of August 9, 2023 (incorporated by reference to Exhibit 10.4 to LivePersons Quarterly Report on Form 10-Q for the quarter ended September 30, 2023, filed on November 9, 2023 (File No. 000-30141)) 10.25* Letter Agreement, by and between LivePerson and John Collins, dated as of August 9, 2023 (incorporated by reference to Exhibit 10.3 to LivePersons Quarterly Report on Form 10-Q for the quarter ended September 30, 2023, filed on November 9, 2023 (File No. 000-30141)) 10.26* Employment Agreement, by and between LivePerson and John Sabino, dated as of December 27, 2023 21.1 Subsidiaries of the Registrant 23.1 Consent of BDO USA, P.C., an Independent Registered Public Accounting Firm 31.1 Certification by principal executive officer pursuant to Exchange Act Rule 13a-14(a)and 15d-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)and 15d-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 Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 97.1 LivePerson, Inc. Amended & Restated Omnibus Clawback Policy