8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): March 15, 2017

EXA Corporation

(Exact Name of Registrant as Specified in Charter)

Delaware	001-35584	04-3139906
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)

55 Network Drive, Burlington, Massachusetts 01803

(Address of principal executive offices) (Zip Code)

(781) 564-0200

(Registrant’s telephone number, including area code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below).

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

(b)

On March 15, 2017, Robert Schechter notified us that he will not stand for re-election to our Board of Directors at our Annual Meeting of Stockholders scheduled for June 15, 2017 (the “2017 Annual Meeting”). His term as a director will expire at our 2017 Annual Meeting.

Mr. Schechter has served as a member of our Board of Directors since 2008. We thank Mr. Schechter for his valuable contributions to the work of our Board of Directors.

(e)

On March 15, 2017, our Board of Directors adopted the Exa Corporation Policy Governing the Recovery of Certain Compensation (the “Clawback Policy”).

Under the terms of the Clawback Policy, in the event of an accounting restatement due to our material noncompliance with any financial reporting requirement (excluding any restatement effected to comply with subsequent changes to applicable accounting principles), whether or not as the result of misconduct, we will have the right to recover from any executive officer that our Board determines was personally responsible for the noncompliance that triggered the restatement the amount of any cash bonus or equity incentive award that was granted, earned or vested on the basis of having met or exceeded performance targets, to the extent that amount would have been less if based on the restated financial results. Under the Clawback Policy, we may not recover compensation more than three years after it has vested or been paid. The Clawback Policy will be administered by our Board. The foregoing description of the Clawback Policy is qualified in its entirety by reference to the full text of the Clawback Policy, which is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Also on March 15, 2017, our Board of Directors adopted a form of Restricted Stock Unit Agreement (time-based) for use under our Amended and Restated 2011 Stock Incentive Plan. A copy of the form of Restricted Stock Unit Agreement (time-based) is attached hereto as Exhibit 99.2 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

99.1 Exa Corporation Policy Governing the Recovery of Certain Compensation.

99.2 Form of Restricted Stock Unit Agreement (time-based) for use under the Exa Corporation Amended and Restated 2011 Stock Incentive Plan.

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.

EXA CORPORATION
By:	/s/ Richard F. Gilbody
	Richard F. Gilbody Chief Financial Officer

Date: March 21, 2017

EXHIBIT INDEX

Exhibit No.	Description
99.1	Exa Corporation Policy Governing the Recovery of Certain Compensation.
99.2	Form of Restricted Stock Unit Agreement (time-based) for use under the Exa Corporation Amended and Restated 2011 Stock Incentive Plan.

EX-99.1

Exhibit 99.1

EXA CORPORATION

Policy Governing the Recovery of Certain Compensation

The Board of Directors (the “Board”) of Exa Corporation (the “Company”) has approved and adopted this Incentive and Equity Compensation Recovery Policy (the “Policy”), which sets forth the terms pursuant to which the Company may recover certain incentive and equity compensation from certain of its executive officers, as more fully described below.

1. Definitions.

(a) “Covered Person”: any executive officer (as defined under Rule 3b-7 under the Securities Exchange Act of 1934, as amended) of the Company at the time the applicable compensation was paid, earned, awarded or vested.

(b) “Covered Compensation”: any cash bonus or equity-based incentive award granted, earned or vested on the basis of having met or exceeded performance targets that is granted to a Covered Person on or after the date of adoption of this Policy.

(c) “Initial Financial Results”: financial results of the Company on which the payment, grant or vesting of Covered Compensation was initially based.

(d) “Restated Financial Results”: with respect to Initial Financial Results that are subsequently the subject of an accounting restatement triggering the Company’s right to recover Covered Compensation under this Policy, such Initial Financial Results as adjusted to reflect the changes resulting from such accounting restatement.

2. Recovery of Compensation. The Company shall have the right, subject to the limitations set forth herein, to recover all or any portion of the value of any Covered Compensation in the event that the payment, grant or vesting of such Covered Compensation was based on the achievement by the Company of financial results that were subsequently the subject of an accounting restatement due to material noncompliance with any financial reporting requirement under applicable securities laws (excluding any restatement effected to comply with subsequent changes to applicable accounting principles), whether or not as the result of misconduct.

3. Limitations on Recovery. The Company’s right to recover Covered Compensation from a Covered Person pursuant to this Policy shall be subject to the following limitations:

(a) Responsibility. The Company may recover Covered Compensation from a Covered Person pursuant to this Policy only if the Board has made a determination that such Covered Person was personally responsible, either alone or together with others, for the material noncompliance (or any portion thereof) that triggered the applicable restatement.

(b) Timing. The Company may not recover Covered Compensation from a Covered Person pursuant to this Policy more than three years after such Covered Compensation has vested or been paid.

(c) Amount. The amount that the Company may recover with respect to any Covered Compensation shall not be greater than the incremental value, if any, received by the Covered Person with respect to such Covered Compensation as a result of the fact that the payment, grant or vesting of the Covered Compensation was based on Initial Financial Results as opposed to the applicable Restated Financial Results, as determined by the Board in its discretion.

4. Determinations and Authority. All determinations and decisions made by the Board pursuant to the provisions of this Policy shall be final, conclusive and binding on all persons, including the Company, its affiliates, its stockholders, employees and former employees. The Board shall have full and final authority to make all determinations and decisions under this Policy, including:

(a) whether this Policy applies in any particular instance;

(b) whether to seek recovery under this Policy in any particular instance (in making such determination, the Board shall consider whether the applicable Covered Individual engaged in misconduct); and

(c) the amount of recovery sought in any particular instance, subject to the other limitations thereon set forth in this Policy.

5. Amendment. The Board reserves the right to amend this Policy in its discretion, including, without limitation, for purposes of making it compliant with any requirements of listing standards or other applicable law.

6. Non Exclusive Policy. The remedies specified in this Policy shall not be exclusive and shall be in addition to every other right or remedy that may be available to the Company.

*         *         *

EX-99.2

Exhibit 99.2

RESTRICTED STOCK UNIT AGREEMENT

(Time Based Award)

Granted by

Exa Corporation

Under the Amended and Restated 2011 Stock Incentive Plan

Exa Corporation (the “Company”) hereby grants to the person named below (the “Recipient”) restricted stock units (“Restricted Stock Units”), with each such unit representing the right to receive one share of Stock, pursuant to the terms set forth below (the “Award”) The Award is and shall be subject in every respect to the provisions of the Company’s Amended and Restated 2011 Stock Incentive Plan, as amended from time to time (the “Plan”), which is incorporated herein by reference and made a part hereof. The Recipient hereby accepts this Award subject to all the terms and provisions of the Plan and agrees that (a) in the event of any conflict between the terms hereof and those of the Plan, the latter shall prevail, and (b) all decisions under and interpretations of the Plan by the Board or the Committee shall be final, binding and conclusive upon the Recipient and his or her heirs and legal representatives. Capitalized terms used herein but not defined shall have the meaning set forth in the Plan.

1. Name of Recipient:

2. Date of Grant:

3. Maximum Number of Restricted Stock Units:

4. Vesting of Restricted Stock Units. The Restricted Stock Units shall vest in accordance with the schedule set forth in Appendix A, conditioned upon the Recipient’s continued employment with or performance of services for the Corporation as of each Vesting Date.

5. Payment. Upon each vesting date, the Recipient shall receive one share of Stock for each vested Restricted Stock Unit; provided, however, that the number of shares issued may be reduced by the number of shares sufficient to satisfy the minimum tax withholding obligations as set forth in Section 6 below.

6. Withholding. Upon the settlement of Restricted Stock Units pursuant to Section 5 above, the Company, shall withhold from issuance a number of shares sufficient to satisfy the minimum Federal, state, local and/or payroll taxes of any kind required by law to be withheld with regard to such settlement. Recipient shall have the option to receive 100% of the Earned and Vested shares provided they notify the Company prior to the vesting date and subsequently provide the Company the equivalent of the minimum Federal, state, local and/or payroll taxes of any kind required by law to be withheld with regard to such settlement in cash.

7. No Rights to Shares or as a Stockholder. The Recipient shall not have any right in, or with respect to, any of the shares of Stock issuable under the Award (including voting rights) unless and until the Award vests and is settled by issuance of the shares to the Recipient.

8. Nontransferability. The Restricted Stock Units are personal to the Recipient and shall not be transferable or assignable, other than by will or the laws of descent and distribution, and any such purported transfer or assignment shall be null and void.

9. Termination of Employment. If the Recipient’s employment with or service for the Company is terminated, for any reason or no reason, with or without Cause, all unvested Restricted Stock Units shall immediately terminate and be of no further force or effect.

10. Notice. Any notice to be given to the Company hereunder shall be deemed sufficient if addressed to the Company and delivered to the office of the Company, Exa Corporation, 55 Network Drive, Burlington, MA 01803, attention of the chief financial officer, or such other address as the Company may hereafter designate.

Any notice to be given to the Recipient hereunder shall be deemed sufficient if addressed to and delivered in person to the Recipient at his or her address furnished to the Company or when deposited in the mail, postage prepaid, addressed to the Recipient at such address.

IN WITNESS WHEREOF, the parties have executed this Award, or caused this Award to be executed, as of the Date of Grant.

Exa Corporation

By:

The undersigned Recipient hereby acknowledges receipt of a copy of the Plan and this Award, and agrees to the terms of this Award and the Plan.

__________________________

[Name of Recipient]

2

APPENDIX A

Vesting Schedule

Percentage of Restricted Stock Units Vested	Number of Units Vesting	Vesting Date
[            ]%