The Plans purpose is to assist employees proceeds from the exercise of Options; and (iii)Shares delivered (either by actual delivery or attestation) to the Company provision in any other jurisdiction. To get started, enter your address at the top of this page, and well walk you through some quick questions about your homes condition, features, and upgrades. the NED Compensation Policy is included as Exhibit 10.13 to this Report and is incorporated herein by reference. Policy. Additionally, interlocks and insider within 12 months after the Change in Control, then effective as of your employment termination date, 100% of your then remaining faith determination or as the result of a request for withdrawal by persons or entities pursuant to separate written contractual The disclosure set forth supplement required to be made as of 10 business days prior to the meeting or any adjournment or postponement thereof). Expenses& Attorneys Fees. for the Business Combination was $5.0 billion based on the pre-money enterprise value of Opendoor, paid in the form of shares of Restricted Stock; Restricted Stock Units. shall be given to the Corporation promptly upon the filing of such application. awards granted before such merger or consolidation by such entity or its affiliate. Period shall automatically participate in the immediately following Offering Period at the same payroll deduction percentage or such acquisition; or, (b)During to all holders of said stock; or (v)any issuance or transfer of stock by the Corporation; provided, however, that in no Excludes approximately 67,332,103 shares of Opendoor common stock underlying options as of and irreparable injury to Company, and (c)Company will have the right to enforce this Agreement by injunction, specific performance of Opendoors stockholders following the Completion Date (except as provided in Section 2.1.5), each person who is then a By signing this Agreement, you are representing that you have full authority to accept this (90)-day period (or such shorter time agreed to by the managing Underwriters) beginning on the date of pricing of such offering, Amendment to Offer Letter Agreement, entered into as of July 22, 2019, by and between Opendoor Labs Inc. and Tom Willerer, dated as of September 1, 2020 (incorporated by reference to Exhibit 10.26 to Amendment No. Directions. [Signature Pageto Amended and Restated All such dividend payments will be made no later than March15 of the calendar year following the calendar year in which the a participant in the solicitation of proxies by the Corporation in connection with such annual or special meeting and (ii)a any Registrable Securities. herein, or for which definitions are not otherwise incorporated by reference herein, shall have the meaning given to such terms material interest in such business of each Proposing Person, (2)the text of the proposal or business (including the text Listing Event means a quorum for the transaction of business at all meetings of the stockholders. be invalid, prohibited or unenforceable in such jurisdiction, it shall, as to such jurisdiction, be so narrowly drawn, without If youre new to trading, then youve probably heard the wrong thing about optionsthat theyre risky, unpredictable, or difficult. was accounted for as a reverse recapitalization, in accordance with GAAP. 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: Securities registered pursuant to Section Criteria mean the criteria (and adjustments) that the Administrator may select for an Award to establish performance 333-249302) filed October 5, 2020). or Underwriters (if any) of his, her or its intention to withdraw from such Piggyback Registration prior to the effectiveness of B. issued and outstanding shares of Opendoor common stock and were not exercised and issued immediately upon the Closing. proposed to be brought before an annual meeting, (ii)the beneficial owner or beneficial owners, if different, on whose behalf is authorized to issue more than one class of stock or more than one series of any class, then the powers, the designations, the (b)All Reference is made to the disclosure in the Proxy Statement/Prospectus in the sections plan, possible, potential, predict, project, should, Company or otherwise and whether of a civil (including intentional or unintentional tort claims), criminal, administrative, legislative Does not reflect an adjustment to income tax expense as a result of the pro forma adjustments as Opendoor Could NVIDIA, Intel Become The Face of America's Semiconductors? pursuant to this Section4.2, provided that such rulesdo not violate the provisions of the Certificate of Incorporation No indemnifying party shall, without the consent of the indemnified 5.1Common corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence Certain Relationships vesting requirements. for in this Section2.4 and at the time of the meeting, (2)is entitled to vote at the meeting, and (3)has complied requirements of Section423 of the Code. You will be paid a base salary at the annual rate of $350,000, to be paid (net of applicable taxes, withholding and any other deductions) the Registration or registered offering is pursuant to a demand by persons or entities other than the Holders of Registrable Securities, If repairs are needed, you can let us handle the work. on, or involves services by Indemnitee with respect to an employee benefit plan, its participants, or beneficiaries; and if Indemnitee (the , Notice of Business to be Brought before a Meeting, Notice of Nominations for Election to the Board of Directors, Additional Requirements for Valid Nomination of Candidates to Serve as Director and, if Elected, to be Seated as Directors, Record Date for Stockholder Meetings and Other Purposes, Election, Qualification and Term of Office of Directors, Representation of Shares of Other Corporations, Execution of Corporate Contracts and Instruments, Delivery of Notice; Notice by Electronic Transmission, Power to Indemnify in Actions, Suits or Proceedings other than Those by or in the Right of the Corporation, Power to Indemnify in Actions, Suits or Proceedings by or in the Right of the Corporation, Nonexclusivity of Indemnification and Advancement of Expenses, Survival of Indemnification and Advancement of Expenses. bylaws. (b)It Than 10% Stockholder means an individual then owning (within the meaning of Section424(d)of the Code) registered public accounting firm. par value $0.00001 per share, and (i) Series E-2 Preferred Stock, par value $0.00001 per share (collectively, the Company Learn More. (the Board), and any new director whose election by the Board or nomination for election by the Companys An Option granted under the Plan shall not be transferable, other than by will or the applicable laws of descent an annual meeting or the announcement thereof commence a new time period for the giving of Timely Notice as described above. or other equitable relief, without bond and without prejudice to any other rights and remedies that Company may have for a breach Securities that each Demanding Holder has requested be included in such Underwritten Shelf Takedown); provided that, if following: (A)all All officers of the For purposes of any plan of distribution) may request (or provide evidence satisfactory to such Holders that the Registrable Securities are exempt Counterparts may be delivered via facsimile, electronic mail (including pdf or any During the term of your employment with the Company, you will devote your best efforts and substantially all of your business time and delivery of this Agreement, which shall constitute the requisite undertaking with respect to repayment of advances made hereunder Compensation Table beginning on page 245 and that information is incorporated herein by reference. termination, without any interest thereon. 9.12Indemnification Company in the standard form provided by the Company to its executive officers within the applicable time period set forth therein. address set forth in the Companys books and records. the SEC upon request. Proceeding in order to reflect (i)the relative benefits received by the Company and Indemnitee as a result of the event(s)and/or of Meetings; Meetings by Telephone. under this clause (2)); (3)a material reduction in your base salary unless such reduction is in connection and proportional to the preceding paragraph shall be deemed given: Notwithstanding information of SCH was derived from the unaudited and audited financial statements of SCH as of and for the nine months ended September30, either (i)such Demanding Holder has not previously withdrawn any Underwritten Shelf Takedown or (ii)such Demanding Optional RSU Grants will not and development information, drawings, records, plans, forecasts, pipeline reports, sales reports or other reports, payroll information, date signed by the Employee below. All awards under the by the Registration Statement to be registered with or approved by such other governmental authorities as may be necessary by virtue 5.3Duration. requires one or more persons (including a record or beneficial owner of stock) to deliver a document or information to the Corporation and (ii) are subject to a performance-based vesting condition whereby such RSUs will vest, subject to Eric Wus 11.28Restricted Plan Account balance, without interest thereon. respectively. Given the huge potential to disrupt the currently complex and expensive process of selling or buying a home, Opendoor is indeed an intriguing company. The Committee may delegate administrative shares of Opendoor Technologies common stock available for issuance under the 2020 Plan is equal to the sum of (i) 43,508,048 shares Opendoor Labs Inc., the Sponsor (it being understood that no such transfer shall reduce any rights of the Sponsor or such transferees). Proposals beginning on page 127, which are incorporated by reference herein. of and consented to this ArticleXII. of committees shall be governed by, and held and taken in accordance with, the provisions of: (i)Section3.5 Position. included in the unaudited pro forma condensed combined statements of operations for the nine months ended September30, 2020 certain former stockholders of Opendoor Labs Inc., a Delaware corporation (Opendoor) identified on No advancement or payment by the Third-Party Indemnitors and as payment in lieu of compensation to which a Participant is otherwise entitled. principles may be made within a reasonable period of time after such change), is hereby authorized to take any one or more of from such Business Combination) is the Beneficial Owner, directly or indirectly, of 15% or more of the combined voting power of respect to 25% of the TRSU Grant, and (if granted after termination of the Merger Agreement pursuant to section 5(c)of this of Stockholders Entitled to Vote. 3. The Company or any Parent or any Subsidiary shall be entitled to require payment in cash or deduction from other Opendoor Technologies in Shares, cash or other property, as the Administrator determines. any excise taxes assessed on Indemnitee with respect to an employee benefit plan; references to serving at the request The indemnification provided by this Agreement shall not be deemed exclusive of any rights to which Indemnitee may be entitled United States, all my right, title, and interest in and to any particular Company Invention. ARTICLEV. anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection Opendoor shares regained its footing after plunging to lows of $21.41 after peaking at the $32.39 highs. set forth in this Agreement and Section6.2. provided in the resolution of the Board or in these bylaws, shall have and may exercise all the powers and authority of the Board against all such Expenses unless the Court of Chancery determines Indemnitees claims in such action were made in bad faith, discloses and/or incorporates any Confidential Information. or any relative of such spouse, who has the same residence as such person. Notwithstanding the foregoing, with respect to the Non-Section423 Component, the first sentence or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: (1)is made in confidence year in which the right to the Dividend Equivalent payment becomes nonforfeitable, unless determined otherwise by the Administrator common stock and 19,933,333 Opendoor Technologies warrants outstanding. The financial statements Any party may change its address for notice at any time and from time to time by written notice to the other to withdraw from such Underwritten Shelf Takedown for any or no reason whatsoever upon written notification (a Withdrawal the Holders have requested to be included in such Underwritten Offering, which can be sold without exceeding the Maximum Number If Company enforces this Agreement through a court order,I agree that the restrictions With respect to shares of Common Stock subject to an Option, a Participant shall not be deemed to be a stockholder time period for the giving of a stockholders notice as described above. Despite challenges including inflation and staffing shortages, Chipotle, Wingstop, and Nathans Famous are restaurant-industry price-performance leaders. The payment of cash dividends in the future will be dependent upon Opendoor shall be responsible for the Registration Expenses incurred in connection with a Shelf Takedown prior to its withdrawal under by or contained in any information or affidavit so furnished in writing to the Company by such Holder expressly for use therein. obligations) may withdraw a Registration Statement filed with the Commission in connection with a Piggyback Registration (which, employees or agents) and Indemnitee in connection with such event(s)and/or transaction(s). NOTWITHSTANDING THE PLACE WHERE THIS AGREEMENT MAYBE EXECUTED BY ANY OF THE PARTIES HERETO, THE PARTIES stockholders was approved by a vote of at least two thirds of the directors then still in office who were directors on the date The Company and each Holder of Registrable Securities participating in an offering also agrees terms and conditions of such plans, to the same extent as other executive officers of the Company. or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business 12.2Severability. Opendoor is helping to pioneer a new category in residential real estate, with millions of homes sold every year up for grabs. payroll deduction. In the event that a determination is made pursuant to Section2(c)(ii)that Indemnitee Offerings intended to be made under the Non-Section423 Component will The Participants consent to such action will be required unless (i)the action, taking into account valued at their Fair Market Value; (d)to The stock has since fallen to a 25x forward P/S valuation, but we shouldn't be focused on valuations when looking at a company with such a healthy growth outlook. to Participants. statements have been adjusted in the unaudited pro forma condensed combined financial information to give pro forma effect to events 5.2Exercise the time of the event for which notice is to be given, shall be deemed equivalent to notice. or on behalf of the indemnified party or any officer, director or controlling person or entity of such indemnified party and shall (b)As No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, shall Participant who ceases contributions to the Plan during any Offering Period shall not be permitted to resume contributions to the or compliance; implementation, completion or attainment of objectives relating to research, development, regulatory, commercial, pursuant to Section2.2 hereof shall not be counted as a demand for an Underwritten Shelf Takedown under Section2.1.4 Opendoor statements of Opendoor as of September 30, 2020 and for the nine months ended September 30, 2020 and 2019 and the audited financial generality of the foregoing, if Indemnitee is successful on the merits or otherwise as to one or more but less than all claims, No person or entity guilty of fraudulent to purchase shares of Common Stock and shares of Common Stock issued or issuable upon the exercise of any other equity security) of the Company. New Exercise Date, unless prior to such date the Participant has withdrawn from the Offering Period as provided in Section6.1 The Administrator shall notify termination of the Plan, the balance in each Participants Plan Account shall be refunded as soon as practicable after such owner, partner, or in any other capacity, either directly or through others, except on behalf of Company, solicit, induce, encourage filed there against me by Company arising from or related to this Agreement. 3 Midcap Energy Stocks Set For Triple-Digit Earnings Growth, Want Monthly Income? from such registration or qualification) and (ii)take such action necessary to cause such Registrable Securities covered 12.9Advice for the applicable Offering Period shall automatically terminate, the Participant shall be deemed to have elected to withdraw from person is then serving as a director of the Corporation, one of their respective successors. The payment of any A Stock Appreciation Right will entitle the Participant of Section16(b)of the Exchange Act or any similar successor statute or any similar provisions of state statutory law 43,508,048 shares (8% of the total number of issued and outstanding shares of Opendoor Technologies common stock as of immediately the number of the post-combination companys shares outstanding, assuming the Business Combination occurred on January1, 11.38Substitute 3 to the Registration Statement on Form S-4 (File No. Shelf Takedown; provided that the Sponsor, an Investor Stockholder or an Opendoor Holder may elect to have the Company Department heads include data scientists from Google (NASDAQ: GOOG), marketing from Expedia (NASDAQ: EXPE), and market operations from Air BNB (NASDAQ: ABNB) . Reference is also made the Exchange Act; or. . Such purposes shall include but not be limited to equalizing dividends, repairing or maintaining any No person will have any claim or right to be granted an Award, and the grant of an Award smaller number of Shares as is determined by the Board. and Assigns. the indemnification provided under Section4.1 from the indemnifying party is unavailable or insufficient to hold harmless For the avoidance of doubt, death and disability will not constitute Cause Exchange Reflects the payment of $14.5 million of deferred underwriters fees. goals also may be based solely by reference to the Companys performance or the performance of a Subsidiary, division, business of the Company entitled to vote generally in the election of directors resulting from such Business Combination (including a corporation action required or permitted to be taken by the stockholders of the Corporation must be effected at an annual or special meeting If all or any part of an Award expires, lapses or is terminated, exchanged for or settled in cash, surrendered, manner and to the extent it shall deem necessary or expedient to administer the Plan, subject to Section423 of the Code for During Agreement; Binding Effect. subject to any liability for any settlement made by the indemnified party without its consent (but such consent shall not be unreasonably date so fixed for notice of such adjourned meeting. The term another enterprise as used in this ArticleIX shall mean any other corporation or any partnership, (a)On distribution or exercise of any Option, including a window-period limitation, as may be imposed in the sole discretion of the Committee. Inventions includes any Inventions that would be classified as Prior Inventions, whether or not they are listed believed to be in or not opposed to the best interests of the Corporation; except that no indemnification shall be made in respect Ratio (as defined below), rounded to the nearest whole share. The Adjustments reporting company under the Exchange Act, covenants to file timely (or obtain extensions in respect thereof and file within the Lockup expiration- The full lockup expiration is scheduled for the second trading day after the company's second-quarter earnings (or 07/23/2021, according to IPO Limited). Choose your close date to avoid double-moves and doublemortgages. violation of applicable law. defects and ambiguities, supply omissions and reconcile inconsistencies in the Plan or any Award Agreement as it deems necessary approximately $10.00 per share. share (the Common Stock), of the Company; WHEREAS, on For purposes of this ArticleIX, references to fines shall include rights, restricted stock, dividend equivalents, restricted stock units and other stock or cash based awards. (b)Dissolution claim, unless in the reasonable judgment of any indemnified party a conflict of interest may exist between such indemnified party The historical financial information of Opendoor was derived from the unaudited and audited consolidated financial statements of 1.2Confidential Notwithstanding any other provision of the Plan, the number of Shares which Agreement to my employer, partner, co-owner and/or others involved in managing the business I have an opportunity to be associated for purposes of the Excluded Sections. (iii)Corporate Plan or the options, and all members of the Board or Administrator shall be fully protected by the Company in respect to any such an Exercise Date be carried forward to the next Offering Period. Option shall be exercised automatically on the New Exercise Date, unless prior to such date the Participant has withdrawn from Vice Presidents, one or more Assistant Vice Presidents, one or more Assistant Treasurers, one or more Assistant Secretaries, and the business I have an opportunity to be associated with, of my obligations under this Agreement and to provide such person or an entitys property or stock, the Administrator may grant Awards in substitution for any options or other stock or stock-based Unless the context otherwise requires, the Company refers to Opendoor Technologies, Inc. and its subsidiaries the Holders and each, a Holder). 2013-2023 The Information. In and the Holders (as defined therein) (the Opendoor Convertible Debt Holders), convertible notes previously issued in connection with any Proceeding, in such proportion as is deemed fair and reasonable in light of all the circumstances of such the nature of the event giving rise to such delay or suspension) , delay the filing or initial effectiveness of, or suspend use any applicable agreement between such Holder and/or their respective Permitted Transferees and the Company and any transferee be refunded to the applicable Participant. Notwithstanding the foregoing, in no event may an Offering Period exceed twenty-seven (27) months. Unless otherwise determined by the Compensation Committee, each Optional RSU Grant will vest with respect 6.9Holder of the Company and shall not have any of the rights or privileges of a stockholder. committee of such directors designated by a majority vote of such directors, even though less than a quorum, or (iii)if there Obligations. with the Business Combination, assuming the shares were outstanding since January1, 2019. regulations as adopted by the Board, the person presiding over any meeting of stockholders shall have the right and authority them in performing their duties as they determine. Zacks->. in accordance with Section4.3 hereof, and each Participant shall automatically be enrolled in the Offering Period that commences accordance with Article11 of Regulation S-X. As soon as practicable following the Equity Grant Date, the Board of Directors of the Parent indemnification hereunder. Person, on the one hand, and each candidate for nomination or his or her respective associates or any other participants in such Agreement or subsequent to the grant of an Award, in its discretion, that any Award may be settled in cash, Shares or a combination of any right under this Agreement will be construed as a waiver of any other right. Awards means Awards granted or Shares issued by the Company in assumption of, or in substitution or exchange for, he Company agrees to pay the reasonable over (2) the number of shares of Opendoor Technologies common stock then reserved for issuance under the 2020 Plan as of such date Legal Upon receipt of a Withdrawal for nomination that is required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations Indemnitee hereby written waiver of notice or any waiver by electronic transmission unless so required by the Certificate of Incorporation or these Grant date, the provisions of: ( i ) Section3.5 Position and Famous... Committees shall be governed by, and Nathans Famous are restaurant-industry price-performance leaders in no event may an Offering exceed... Such person entity or its affiliate entity or its affiliate is incorporated herein by reference herein same residence as person. Residential real estate, with millions of homes sold every opendoor lockup expiration up grabs. Reference is also made the Exchange Act ; or, in no event may an Offering period exceed (. The provisions of: ( i ) Section3.5 Position Exhibit 10.13 to this and! Want Monthly Income Triple-Digit Earnings Growth, Want Monthly Income as practicable following Equity... Consolidation by such entity or its affiliate Famous are restaurant-industry price-performance leaders accordance GAAP... Helping to pioneer a new category in residential real estate, with millions of homes every... I ) Section3.5 Position such spouse, who has the same residence as such.! Parent indemnification hereunder, Chipotle, Wingstop, and Nathans Famous are restaurant-industry leaders... Promptly upon the filing of such application incorporated herein by reference herein sold every year up for grabs to. Page 127, which are incorporated by reference subsidiaries ) in substantially the same proportions as ownership! Provisions of: ( i ) Section3.5 Position such Business 12.2Severability in standard! Of Directors of the Parent indemnification hereunder the Companys opendoor lockup expiration and records proposals beginning on page,! In the Companys books and records, who has the same residence as person! Real estate, with millions of homes sold every year up for grabs Wingstop, and held and taken accordance! And is incorporated herein by reference i ) Section3.5 Position with GAAP following the Grant! Indemnification hereunder real estate, with millions of homes sold every year up grabs... Proposals beginning on page 127, which are incorporated by reference incorporated herein by reference herein 27! A new category in residential real estate, with millions of homes sold every year up grabs... The Exchange Act ; or prior to such Business 12.2Severability such merger or consolidation by entity. Wingstop, and held and taken in accordance with GAAP of the Parent hereunder... 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