Item 5.02 Departures of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.



On April 6, 2022, (the "Effective Date") the Board of Directors (the "Board") of
SentinelOne, Inc. (the "Company") appointed Nicholas Warner, the Company's
current Chief Operating Officer to the role of President, Security and Vats
Srivatsan as the Chief Operating Officer of the Company, effective as of April
4, 2022.

Prior to joining the Company, Mr. Srivatsan, aged 55, served as President and
Chief Operating Officer at ColorTokens Inc., from April 2021 to April 2022 and
in various leadership roles at Palo Alto Networks, Inc. ("PANW"), a global
cybersecurity company, including most recently as Chief Strategy Officer from
January 2019 to March 2021. Prior to joining PANW, Mr. Srivatsan served as
Managing Director, Business Operations & Strategy at Google Cloud, a cloud
computing services company, from October 2015 to January 2019. Mr. Srivatsan
holds a Bachelor of Technology from the Indian Institute of Technology, Bombay,
a M.S. in Manufacturing Engineering from Boston University, and a Ph.D. in
Operations Research from the Massachusetts Institute of Technology.

In connection with his appointment, the Company entered into an offer letter
with Mr. Srivatsan (the "Offer Letter"). The Offer Letter does not have a
specific term and provides that Mr. Srivatsan will serve as an at-will employee.
Pursuant to the Offer Letter, Mr. Srivatsan is entitled to receive (i) an annual
base salary of $450,000 and (ii) an opportunity to earn an annual cash bonus of
$450,000.

Subject to the terms and conditions of the Company's 2021 Equity Incentive Plan
and the forms and awards thereunder, the Board also approved on the Effective
Date a restricted stock unit ("RSU") award with an aggregate value of $15
million (the "Aggregate RSU Value"). The number of shares of the Company's Class
A common stock subject to the award is calculated as follows: the Aggregate RSU
Value divided by the fair market value of one share of the Company's Class A
common stock on the date of grant. Twenty-five (25%) of the RSU shall vest on
the first Vesting Date (as defined below) following the one-year anniversary of
April 4, 2022 (the "First Vesting Date"), and 1/16th of the RSU will vest on
each third Vesting Date following the First Vesting Date. Vesting Date is
defined as the fifth (5th) day of each month.

Mr. Srivatsan is also entitled to certain payments and benefits on termination
of employment or upon a termination in connection with a change of control. In
the event he is terminated without "cause" or resigns for "good reason" within
three months before or twelve months following a "change of control" of the
Company, he will be entitled to: (i) an amount equal to twelve months of his
base salary and his then-current annual target bonus, in each case at the rate
in effect immediately prior to such termination, payable in a cash lump-sum and
(ii) to the extent Mr. Srivatsan timely elects to receive continued coverage
under the Company's group-healthcare plans, the Company will continue to pay the
employer portion of his premium payments for such continued coverage for a
period ending on the earlier of (x) twelve months following the termination date
and (y) the date that he becomes eligible for coverage under another employer's
plans. In addition, Mr. Srivatsan's equity awards, excluding awards that would
otherwise vest contingent upon remaining-unsatisfied performance criteria, will
become vested and exercisable, as applicable, with respect to 100% of the
underlying shares. All such severance payments and benefits will be subject to
Mr. Srivatsan's execution of a general release of claims against us.

Additionally, in the event that Mr. Srivatsan is terminated without "cause" or
resigns for "good reason" outside of a "change of control," he will be entitled
to (i) an amount equal to six months of his base salary at the rate in effect
immediately prior to such termination, payable in a cash lump-sum and (ii) to
the extent he timely elects to receive continued coverage under the Company's
group-healthcare plans, the Company will continue to pay the employer portion of
his premium payments for such continued coverage for a period ending on the
earlier of (x) six months following the termination date and (y) the date that
he becomes eligible for coverage under another employer's plans. All such
severance payments and benefits will be subject to Mr. Srivatsan's execution of
a general release of claims against us.

There are no family relationships between Mr. Srivatsan and any director or executive officer of the Company and no transaction involving Mr. Srivatsan that would require disclosure under Item 404(a) of Regulation

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S-K promulgated under the Securities Exchange Act of 1934, as amended. In connection with his appointment, the Company will enter into its standard form of Indemnification Agreement with Mr. Srivatsan.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits



   Exhibit Number                                       Exhibit Description
        99.1                   SentinelOne Promotes Nicholas Warner to

President, Vats Srivatsan Joins


                             as COO  .
         104                 Cover Page Interactive Data File (embedded within the Inline XBRL
                             document).

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