Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensation of Certain Officers.

(e) Grant of Performance-Based Restricted Stock Units under 2018 Equity Incentive Plan



On February 23, 2022, the Compensation Committee of the Board of Directors (the
"Committee") of Tenable Holdings, Inc. (the "Company") approved the form of
award agreement for performance-based restricted stock unit awards ("PRSUs")
that may be granted under Company's 2018 Equity Incentive Plan (the "2018
Plan"). On February 23, 2022, the Committee also granted PRSUs to the Company's
principal executive officer, principal financial officer and other named
executive officer, designated the performance goals applicable to the PRSUs and
specified a vesting schedule for the PRSUs. The amount of the PRSU awards for
each of the executives is set forth in the table below. The PRSUs were approved
with a specified dollar value and were converted to an equivalent number of
shares of common stock based on the closing price of the common stock on the
grant date, rounded down to the nearest whole share.
           Officer                                        Title                                 Target Award
Amit Yoran                           Chief Executive Officer and Chairman of the
                                     Board of Directors                                     $       2,250,000
Stephen A. Vintz                     Chief Financial Officer                                $       1,275,000
Stephen A. Riddick                   General Counsel and Corporate Secretary                $         625,000


The PRSUs must satisfy both a performance-based requirement and a service-based
requirement to vest. Each PRSUs will be deemed to be vested on the first date
that both the performance-based requirement and service-based requirement is
satisfied with respect to the PRSU.

Performance-Based Requirement



The number of PRSUs that will satisfy the performance-based requirement for each
executive will be based on the level of achievement of the performance goals
during the 2022 calendar year. The performance goals include achievement of a
global bookings target for 2022, weighted at 33.33%, and achievement of a
revenue plus free cash flow target for 2022 weighted at 66.67%. The weighted
number of PRSUs that may satisfy each applicable performance goal varies from
50% of the PRSUs at 75% achievement of the applicable target performance goal,
up to 200% of the PRSUs at 125% or greater achievement of the target performance
goal. The actual PRSUs that satisfy each performance goal will be determined by
linear interpolation. The performance-based requirement may only be satisfied if
the executive remains in continuous service through the date the Committee
certifies performance for the 2022 calendar year.

Upon a change control of the Company and subject to the executive's continuous
service through the date of the change in control or involuntary termination of
employment without cause or for good reason at any time between the date a
definitive agreement providing for a change in control is entered into and on or
before the closing of a change in control, the target number of PRSUs will be
deemed to have satisfied the performance-based requirement.

Service-Based Requirement



The PRSUs that satisfy the performance-based requirement are subject to a four
year service-based vesting requirement, with 25% eligible to satisfy the
service-based requirement on the first anniversary of the grant date, and the
remaining 75% of the PRSUs eligible to satisfy the service-based requirement in
twelve quarterly installments over the following three years, subject to the
executive's continuous service through each date.

If the PRSUs are assumed, continued, or substituted for by the acquiror in a
change in control, the PRSUs that satisfied the performance-based requirement
will continue to be eligible to satisfy the service-based condition over the
service-based vesting term, but will be subject to double-trigger vesting
acceleration in the event of an involuntary termination of service without cause
or for a good reason event prior to a vesting date. If the PRSUs are not
assumed, continued, or substituted for by the acquiror in a change in control,
or if the executive is involuntarily terminated without cause or for good reason
at any time between the date a definitive agreement providing for a change in
control is entered into and on or before the closing of a change in control,
then any remaining PRSUs that are deemed to have satisfied the performance-based
requirement but have not yet satisfied the service-based requirement will be
deemed to have satisfied the service-based requirement as of the closing of the
change in control.




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The description of the PRSUs contained herein is a summary of the material terms
of the PRSUs, does not purport to be complete, and is qualified in its entirety
by reference to the form of performance-based restricted stock unit agreement
for grants under the 2018 Plan, which is filed as Exhibit 10.1 to this Current
Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.



(d)   Exhibits

   Exhibit Number                                           Description
        10.1*                 Form of Performance Restricted Stock Unit Grant Notice and Agreement
       101.SCH              Inline XBRL Taxonomy Extension Schema Document.
       101.LAB              Inline XBRL Taxonomy Extension Label Linkbase Document.
       101.PRE              Inline XBRL Taxonomy Extension Presentation Linkbase Document.
         104                The cover page from Tenable's 8-K filed on

February 28, 2022, formatted in


                            Inline XBRL.


________________

(*)  Pursuant to Item 601(a)(5) of Regulation S-K, certain schedules or similar
attachments have been omitted. The registrant hereby agrees to furnish a copy of
any omitted schedule or similar attachment to the Securities and Exchange
Commission upon request.

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