8-K
Porch Group, Inc. (PRCH)
8-K
2022-05-23
For: 2022-05-20
View Original
Added on
April 06, 2026
UNITED STATES
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): May 20, 2022
PORCH GROUP, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-39142 | 83-2587663 |
|---|---|---|
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| 411 1st Avenue S. , Suite 501 | ||
| --- | --- | |
| Seattle , Washington | 98104 | |
| (Address of principal executive offices) | (Zip Code) |
( 855 ) 767-2400
(Registrant’s telephone number, including area code)
(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:
| ☐ | 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)) |
Securities registered pursuant to Section 12(b) of the Act:
| <br><br> | ||
|---|---|---|
| Title of each class | Trading<br><br>Symbol(s) | Name of each exchange on which registered |
| Common stock, par value $0.0001 | PRCH | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Senior Level Performance Bonus Plan
On May 20, 2022, the Compensation Committee (the “Compensation Committee”) of the Board of Directors (the “Board”) of Porch Group, Inc. (the “Company”) approved the Company’s Senior Level Performance Bonus Plan (the “Bonus Plan”) applicable to the Company’s executive officers and certain other key employees. The Bonus Plan is intended to reward certain senior-level employees for their performance in meeting corporate and/or individual goals. The Bonus Plan provides for flexibility in establishing and weighting performance goals and performance modifiers, if any, as well as establishing the length of performance periods. The foregoing description of the Bonus Plan does not purport to be complete and is qualified in its entirety by reference to the Bonus Plan, which is attached as Exhibit 10.1 to this report and is incorporated herein by reference.
On May 20, 2022, the Compensation Committee also approved the 2022 bonus program for the continuing executive officers (Matthew Ehrlichman, Chief Executive Officer, and Matthew Neagle, Chief Operating Officer) and certain other members of senior management. For each of Messrs. Ehrlichman and Neagle, the Compensation Committee approved a target bonus of 100% of actual base salary paid (as established in their respective February 2022 employment agreements and continued from 2021), which can be earned as follows:
| ● | 85% of the target bonus is earned based upon the achievement of two objective Company performance goals, revenue and Adjusted EBTIDA (loss) as a percentage of revenue, for the annual performance period ending December 31, 2022 under the Bonus Plan. The performance goals at target are based upon the Company’s 2022 budget, subject to adjustments approved by the Compensation Committee. This performance-based portion of the 2022 bonus program has a threshold and maximum bonus opportunity of 50% and 200% of the applicable target bonus based upon an approved performance grid; and |
|---|
| ● | 15% of the target bonus is earned in the Compensation Committee’s discretion. This discretionary portion of the 2022 bonus program has a maximum bonus opportunity of 200% of the applicable target bonus. |
|---|
The Compensation Committee determined to maintain full discretion with respect to a portion of the 2022 bonus program as the Company transitions from a fully discretionary bonus program for executive officers to a program based on objective Company performance goals.
Form of PRSU Award Agreement and 2022 Long-Term Incentive Program
On May 20, 2022, the Compensation Committee approved a new form of Performance-Based Restricted Stock Unit Award Notice and Agreement (the “PRSU Award Agreement”) for grants of performance-based restricted stock units (“PRSUs”) under the Porch Group, Inc. 2020 Stock Incentive Plan (the “2020 Stock Plan”). The form of PRSU Award Agreement is attached as Exhibit 10.2 to this report and is incorporated herein by reference.
On May 20, 2022, the Compensation Committee also approved the 2022 long-term incentive program for Messrs. Ehrlichman and Neagle and certain other members of senior management. As of such date, the Compensation Committee granted 2022 annual equity awards to:
| ● | Mr. Ehrlichman in an aggregate grant value of $5.0 million, consisting of 633,446 PRSUs with a grant value of $3.75 million and 211,149 time-based restricted stock units (“RSUs”) with a grant value of $1.25 million. |
|---|
| ● | Mr. Neagle in an aggregate grant value of $2.5 million, consisting of 211,149 PRSUs with a grant value of $1.25 million and 211,149 RSUs with a grant value of $1.25 million. |
|---|
Such aggregate grant values were substantially consistent with the 2021 long-term incentive program for such executive officers. The grant values were denominated in RSU awards and PRSU awards based on the 30-day volume-weighted average price of a share of common stock of the Company (the “Common Stock”) ending on April 29, 2022 (the “VWAP Common Stock Price”). The RSU and PRSU awards were granted subject to the RSU award
agreement previously approved by the Compensation Committee (the “RSU Award Agreement”) and the PRSU Award Agreement, respectively, and the 2020 Stock Plan. Each RSU and PRSU represents the right to receive, upon vesting and satisfaction of any performance conditions, one share of Common Stock.
2022 RSU Awards
The RSU awards will vest 25% on April 1, 2023, then 1/6th of the remaining RSUs shall vest every 6 months for the next 36 months, subject to the individual’s employment or service with the Company as contemplated in the RSU Award Agreement as well as the terms of their employment agreements.
2022 PRSU Awards
The PRSU awards are subject to two performance goals each year over a three-year performance period (each year, an “Achievement Period”):
| ● | absolute share price, based upon the closing price of a share of Common Stock being equal to or greater than the specified prices (which were calculated based upon compound growth rates of the VWAP Common Stock Price) set forth in the performance grid over any 20 trading days within any 30 consecutive trading-day period during the applicable Achievement Period (the “Absolute Share Price”), and |
|---|
| ● | trailing twelve-month revenue (the “TTM Revenue Condition”), based upon the Company’s actual annual revenue achieving at least 80% of the revenue as set forth in the Board-approved Company budget for the fiscal year that ends on December 31 of the applicable Achievement Period; provided that, if the TTM Revenue Condition was not achieved in the prior Achievement Period, the revenue set forth in the budget for the next fiscal year will be increased by the percentage difference between actual revenue and the TTM Revenue Condition for the prior Achievement Period prior to the application of the 80% calculation. |
|---|
For the Achievement Periods in each of 2022, 2023 and 2024, the participant can earn 50% and 100% of one-third of the PRSUs (with straight-line interpolation between threshold and target) based upon the Absolute Share Price exceeding threshold and target amounts, provided that the TTM Revenue Condition target is also met for the applicable Achievement Period. For the Achievement Period in 2024, the participant can also earn up to 200% of the full PRSU award if the Absolute Share Price exceeds target and maximum amounts and the TTM Revenue Condition target is met for 2024; provided, that the maximum payout of the PRSU award is 200% of the target PRSUs for all Achievement Periods.
Any earned PRSUs will vest as of the Compensation Committee’s determination of actual performance following the Achievement Period in 2024, subject to the individual’s employment or service with the Company as contemplated in the PRSU Award Agreement as well as the terms of their employment agreements.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
|---|---|---|
| 10.1* | Form of Senior Level Performance Bonus Plan | |
| 10.2* | | Form of Performance-Based Restricted Stock Unit Award Notice and Agreement (Initial Awards in 2022) |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
* Management contract or compensatory plan or arrangement.
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 hereunto duly authorized.
| PORCH GROUP, INC. | ||
|---|---|---|
| By: | /s/ Matthew Cullen | |
| Name: | Matthew Cullen | |
| Title: | General Counsel |
Date: May 20, 2022
Exhibit 10.1
| Exhibit<br>1<br>0<br>..1<br><br>PORCH GROUP, INC.<br><br><br>Senior Level Performance Bonus Plan<br><br>(Effective as of<br>[DATE]<br>)<br><br><br>1.<br><br>Purpose<br>..<br><br>The purpose of this Senior Level Performance Bonus Plan (the “<br>Plan<br>”) is<br>to attract, motivate, reward<br><br>and retain eligible employees by making a portion of their ca<br>sh<br>compensation dependent on<br><br>the perf<br>ormance of<br>Porch Group, Inc.<br><br>(the “<br>Company<br>”)<br><br>and/or<br><br>individual performance.<br><br><br>2.<br><br>Participants<br>..<br>The individuals to whom incentive bonus payments may be made<br>here<br>under shall be the executive officers of the<br>Company<br><br>(the “<br>E<br>O<br><br>Participants<br>”)<br>, as determined<br>by the<br>Company<br>’s Board of Directors<br>(the “<br>Board<br>”)<br>or Compensation Com<br>mittee of the Board<br><br>(the “<br>Committee<br>”)<br>, and such other key employees of the<br>Company<br><br>and subsidiaries of the<br>Company<br><br>as the Chief Executive Officer shall determine in his or her sole discretion (the “<br>Other<br>Participants<br>” and, tog<br>ether with the<br>EO Participants<br>, the “<br>Participants<br>”)<br>, as set forth o<br>n<br>Exhibit A<br><br>attached hereto.<br><br>3.<br><br>Administration<br>..<br><br><br>The Committee<br>shall administer and interpret th<br>e Plan for the<br>Participant<br>s<br>, and<br>in the exercise of the<br>following<br>powers, shall be referred to as the<br>“<br>Administrator<br>..”<br><br>(a)<br><br>Subject to the express provisions and limitations of this Plan, applicable law and<br>the listing standards of the Nasdaq Stock Market (or other national securities exchange, as<br>applicable), the Administrator shall be authorized and empowered to do all things<br><br>necessary or<br>desirable, in its sole discretion, in connection with the administration of the Plan, including,<br>without limitation, the following:<br><br>(i)<br><br>To prescribe, amend and rescind rules and regulations relating to the Plan<br>and to define terms not otherwise d<br>efined herein, and to take or approve such further actions<br>as it determines necessary or appropriate to the administration of the Plan, such as<br>correcting a defect or supplying any omission, or reconciling any inconsistency so that the<br>Plan or any award co<br>mplies with applicable law, regulations and<br>stock exchange<br>listing<br>requirements and so as to avoid unanticipated consequences or address unanticipated<br>events deemed by the Administrator to be inconsistent with the purposes of the Plan;<br><br>(ii)<br><br>To designate Participants, to establish<br>and to determine the weighting of<br>P<br>erformance<br>G<br>oals<br>, the Performance M<br>odifier<br><br>and<br>the components of the<br>P<br>erformance<br>M<br>odifier<br>, to determine the Performance Period,<br>and to determine the incentive bonus<br>payments, if any<br>, to be made to such Participants<br><br>based on the achievement of such<br><br>Performance G<br>oals and<br>P<br>erformance<br>M<br>odifier<br><br>for the<br>applicable<br>Performance Period<br>;<br><br>(iii)<br><br>To prescribe and amend the terms of any agreements or other documents<br>under the Plan; |
|---|
| 2<br><br><br>(iv)<br><br>To determine whether,<br><br>and the extent to which, adjustments are required<br>,<br><br>including any adjustments<br><br>t<br>o P<br>erformance<br><br>Goals, the<br><br>P<br>erformance<br>M<br>odifier<br><br>and the<br>components of the Performance Modifier<br>pursuant to Section 5<br><br>hereof;<br><br>(v)<br><br>To interpret and construe the Plan, any rules and<br>regulations under the Plan,<br>and the terms and conditions of any incentive bonus payment<br><br>provided hereunder, and to<br>make exceptions to any such provisions in good faith and for the benefit of the<br>Company<br>;<br>and<br><br>(vi)<br><br>To make all other determinations deemed necessar<br>y or advisable for the<br>administration of the Plan.<br><br>(b)<br><br>All decision<br>s,<br>determinations<br><br>and interpretations by the Administrator regarding<br>the Plan and incentive bo<br>nus payments shall be final and binding on all Participants. The<br>Administrator may consider such fa<br>ctors, as it deems relevant to making such decisions,<br>determinations and interpretations including, without limitation, the recommendations or advice<br>of any director, officer or employee of the<br>Company<br><br>and such attorneys, consultants and<br>accountants as it<br>may select.<br><br>4.<br><br>Target Bonus<br>and<br><br>Earned Bonus<br><br>(a)<br><br>Each<br>Participant sha<br>ll have a target ince<br>ntive bonus for each Performance Period<br><br>during the term of this Plan stated as a percentage of his or her annual base salary (the “<br>Target<br>Bonus Percentage<br>”).<br><br>Bonus payments<br><br>under this Plan, if any, shall be paid based on performance<br>measurements de<br>termined at the end of the<br>applicable<br>Performance Period<br>..<br><br><br>(b)<br><br>A Participant’s<br>actual<br><br>base salary<br><br>paid<br>for the<br>applicable<br><br>Perfor<br>mance Period<br>, as<br>reflected in the<br>Company<br>’s payroll records, s<br>hall be used to calculate the Base Bonus, Modified<br>Bonus and Earned B<br>onus for such Performance Period; provided, however, for<br>any Participant not<br>employed for the full Performance Period such actual base sa<br>lary shall be annualized<br>.. The<br>actual<br><br>base salary used to calcul<br>ate the Earned B<br>onus shall not be reduced for any contributions made to<br>the<br>Company<br>’s 401(k) plan<br><br>(if any)<br><br>or other deferred compensation plans, and shall be exclusive<br>of any awards under the P<br>lan or any other bonus, incentive (including equity incentive) or special<br>pay awards.<br><br><br>(c)<br><br>Except<br>as otherwise provided in any written employment, offer letter, severance,<br>change in control, or similar agreement between the Company or any of its<br>s<br>ubsidiaries<br>and<br>Participant<br><br>(each, a “<br>Related Agreement<br>”)<br>,<br>an<br><br>incentive bonus payment shall be paid to a<br>Participant<br>only if the<br>Participant<br><br>is, and has been, continuously (except for any absence for<br>vacation, leave, etc. in accordance with the Company's or its<br>s<br>ubsid<br>iaries' policies) employed by<br>the Company or any of its<br>s<br>ubsidiaries<br>, except as permitted by Section 6 hereof.<br><br>(d)<br><br>Financial results for<br>Performance Goals<br><br>and, if applicable,<br><br>the objective<br>components of the Performance Modifier<br><br>must<br><br>be finalized as appropriate by the Chief Financial<br>Officer (or person having similar duties) and must be computed using financial results audited by<br>an independent registered<br><br>public accounting firm<br><br>before Earned B<br>onuses can be calculated and<br>paid.<br><br>Further, no incen<br>tive bonus payments will be paid<br><br>unless and until the Administrator |
| --- |
| 3<br><br><br>approves payments in accordance with the Plan.<br><br>The incentive bonus<br>payments hereunder<br>shall,<br><br>in<br>the<br>Administrator<br>’s<br>dis<br>cretion, be<br>paid<br>in cash and/or securities<br>or other property.<br><br>(e)<br><br>Notwithstanding Section 4(d)<br><br>hereof,<br><br>Ear<br>ned Bonuses<br><br>payable hereunder<br><br>shall<br>,<br>generally,<br><br>be paid in<br><br>February or<br><br>March of the year subsequent to the Performance Period, with<br>the specific date<br><br>of p<br>ayment<br><br>in such<br><br>applicable period<br><br>determined by the Administrator<br>..<br><br>5.<br><br>Performance Measures and Earned Bonus<br><br>(a)<br><br>The Administrator shall determine one or more performance periods in<br>each fiscal<br><br>year<br>,<br>and<br>each<br>applicable period<br>is<br>referred to herein as a<br><br>“<br>Performance Period<br>”.<br><br>(b)<br><br>A base bonus<br>shall<br><br>be determined for each Participant for each Performance Period<br>based upon the achievement of<br>certain Performance G<br>oals<br>(as defined below)<br>as determined by<br>the<br>Admini<br>s<br>trator<br>, in its discretion<br>,<br><br>for the applicable Perf<br>ormance Period (referred to as the “<br>Base<br>Bonus<br>”).<br><br>The Base Bonus<br>may<br>be modified by<br>a<br>Performance M<br>odifier<br><br>(as defined below)<br><br>as<br>determined by the<br>Administrator<br>,<br><br>in its discretion,<br>and<br>as so modified<br>or not<br>shall be referred to as<br>the “<br>Modified Bonus<br>”.<br><br>T<br>he Modified Bonus may be further modified by the Administrator in its<br>sole discretion,<br>including as set forth in this Plan,<br>and as so further modified or not, shall be referred<br>to as the “<br>Earned Bonus<br>”.<br><br>(c)<br><br>Performance Goals<br><br>and<br>Performance<br>Modifier<br>..<br><br><br>(i)<br><br>Performance Goals<br>..<br>Performance goals as determined by the<br>Administrator,<br><br>in its discretion<br>,<br><br>shall<br><br>include<br>the achievement of<br>one or more<br>specific<br>financial or non<br>-<br>financial measurements<br><br>(the “<br>Performance Goals<br>”)<br>..<br><br><br>The<br>Administrator<br>may<br>also determine, fo<br>r each Performance Period, the minim<br>um<br>performance achievement<br><br>of one or more Performance Goals<br>necessary before any<br>b<br>onus may be paid under the<br>Plan.<br><br><br>(ii)<br><br>Performance Modifier<br>..<br><br>The “Modified Bonus,” if any, shall<br><br>be calculated<br>as the Base Bonus multiplied<br><br>by<br>a performance modifier,<br>if any,<br>as determined by the<br>Administrator<br>, in its discretion<br>..<br><br>The<br>p<br>erformance<br>m<br>odifier, if any, shall be<br>determined<br>by<br>the Administrator<br>, in its discretion,<br>based on the achievement of<br>one or more<br>components<br>consisting of<br>financial or non<br>-<br>financial measurements, each of which may be objective<br>and/or subjective,<br>for the Performance Period<br><br>(the “<br>Performance Modifie<br>r<br>”)<br>..<br><br>The<br>Administrator may also determine, for each Performance Period, the minimum<br>per<br>formance achievement<br>of one or more components of the Performance Modifier<br>necessary before<br><br>the Performance M<br>odifier<br><br>may be<br>applied<br>under the Plan.<br><br>(d)<br><br>Adjustments to<br>and Weighting of<br>Performance Goals and<br>Performance<br>Modifier<br><br>in<br>Performance Period<br>..<br><br>(i)<br><br>Adjustme<br>nts<br>..<br>The Administrator has the discretion to adjust Performance<br>Goals<br><br>and the components of the Performance Modifier<br>, as appropriate<br>, for<br><br>the occurrence<br>of<br>unusual, non<br>-<br>re<br>curring or extra<br>-<br>ordinary events<br>or matter<br>s<br>,<br>including if such event<br>s<br><br>or<br>matter<br>s<br><br>are<br><br>not reflective of the<br>Company<br>’s ongoing operations and related tax effects<br>.. |
| --- |
| 4<br><br><br>(ii)<br><br>Weighting<br>..<br>The Administrator shall have the authority to determin<br>e<br>the<br>relative weight of (i)<br>the Performance G<br>oals<br>, the Performance Modifier<br><br>and the<br>components of the Performance Modifier<br>and (ii) the achievement of threshold, target and<br>maxim<br>um performance (and the<br><br>c<br>orrelation between such achievement levels<br>) that<br>comprise<br>such Performance G<br>oals<br>, the Performance Modifier<br><br>and<br>the components<br>Per<br>formance Modifier<br>..<br><br><br>(e)<br><br>Extraordinary Adjustments<br>..<br>Notwithstanding the<br><br>attainment of the Performance<br>Goals or the Performance Modifier, all Earned B<br>onuses under the Plan are subject to<br>adjustment,<br>reduction or elimination by the Administrator<br>, in its discret<br>ion,<br><br>prior to payment.<br><br>For example,<br><br>but<br>not as a limitation of the foregoing general provisi<br>on, a reduction in any and all Earned B<br>on<br>uses<br>may be made if performance is<br><br>achieved in ways that are considered not in the best interests of the<br>Company<br>’s<br>stockho<br>lders<br><br>or not auth<br>orized by the Board<br><br>or management.<br><br>Furthermore, the<br>Administrator also may adjust<br>the Base Bonus or Modified Bonus<br><br>of one or more Participants<br>in<br>order to ensure the<br>Company<br>’s aggregate<br>Earned Bonus<br>payments under the Plan do not<br>exceed<br>the funding authorized under the Plan.<br><br>(f)<br><br>The Earned Bonus<br><br>shall be payable at the time set forth in Section 4(e)<br><br>hereof<br>..<br><br><br>6.<br><br>Termination of Employment; Change in Control.<br><br>(a)<br><br>Death or Disability During the Performance Period<br>..<br><br>Except as required otherwise<br>b<br>y applicable law or regulation<br><br>or as<br>otherwise provided in any Related Agreement<br>, i<br>f the<br>Participant<br>’s employment with the Company terminates prior to the<br>payment date for the<br>applicable Performance Period<br><br>by reason of the<br>Participant<br>’s death or due to Dis<br>ability, then in<br>any such case,<br>the<br>Participant<br><br>shall<br>receive<br>a pro rata bonus for the applicable Participant for the<br>Performance Period during which the Participant was terminated in accordance with Section 7<br>hereof.<br><br>For purposes of this Agreement,<br>Participan<br>t<br><br>will be deemed to have a “Disability” if,<br>because of a physical or mental impairment,<br>Participant<br><br>has been unable to perform the essential<br>functions of their position, with or without reasonable accommodation, for a period of one hundred<br>eighty<br><br>(180) days within any 12<br>-<br>month period as determined by a medical doctor approved by the<br>Board<br>and the Participant<br>..<br><br>(b)<br><br>Voluntary Termination<br>..<br><br>Except<br>as otherwise provided in any Related Agreement<br>,<br>i<br>f a Participant’s employment is terminated due to a voluntar<br>y termination<br><br>prior to<br>the payment<br>date for the applicable Performance Period<br>, excluding a retirement that meets the definition of<br>retirement established by the<br>Administrator<br><br>(if any)<br><br>or when<br><br>payment is required for retirement<br>defined<br>under applicable law<br>or regulation (each, a “<br>qualifying retirement<br>”)<br>, no bonus will be<br>earned by or paid to the Participant.<br><br>In the case of qualifying retirement<br><br>meeting the definition<br>established by the<br>Administrator<br>, the Administrator shall have the discretion, but not the<br>obligation, to pay a pro rata bonus to such Participant for the Performance Period during which<br>the Participant retired in accordance with Section 7<br><br>hereof<br>..<br><br>(c)<br><br>Involuntary Termination<br>..<br><br>Except as<br><br>otherwise provided in any Related Agreement<br>,<br>i<br>f a Participant’s<br><br>employment is terminated for cause (but excluding any other event otherwise<br>described in this Section 6)<br><br>prior to<br>the payment date for the applicable Performance Period<br>, no<br>bonus will be earned by or paid to the Participant.<br><br>For purposes of the Plan, a t<br>ermination for |
| --- |
| 5<br><br><br>“cause” means a material failure to perform such employee’s duties and responsibilities to a<br>satisfactory degree, any violation of laws or regulations or a material violation of<br>Company<br><br>policies and procedures.<br><br>If a Participant’s employment is terminated without cause, the<br>Administrator shall have the discretion, but not the obligation, to approve a pro rata bonus for the<br>applicable Participant for the Performance Period during which th<br>e Participant was terminated in<br>accordance with Section 7<br><br>hereof<br>..<br><br><br>(d)<br><br>Change in Control<br>..<br>Except as<br><br>otherwise provided in any Related Agreement<br><br>, i<br>f<br>there is a Change in Control (as defined under the<br>Company<br>’s<br>2020 Stock<br>Incentive Plan, as<br>amended, or any suc<br>cessor equity incentive plan) and a Participant is terminated by the<br>Company<br><br>(or any successor thereof, by merger, acquisition or otherwise) within six months of such Change<br>in Control for any reason other than for intentional acts of material misconduct o<br>r omission in<br>carrying out the duties and responsibilities of such Participant’s position, such Participant shall<br>earn a<br><br>cash bonus equal to the<br><br>Target Bonus Percentage<br><br>for the applicable<br><br>Performance Period in<br>which the Change in Control occurred multiplie<br>d<br><br>by<br><br>the greater of<br><br>his or her actual base salary in<br>effect on the date of<br><br>(i)<br><br>the employment termination<br><br>and (ii) the Change in Control.<br><br>Such<br>payments shall be paid in cash to the Participant as soon as administratively possible, but not later<br>than 30 da<br>ys following such termination.<br><br>(e)<br><br>Section 409A<br>..<br><br>Notwithstanding anything in this Plan to the contrary, if it is<br>determined that any payment hereunder constitutes “nonqualified deferred compensation” that<br>would be paid upon “separation from service” of a “spe<br>cified employee” (as such terms are defined<br>in Section 409A of the Internal Revenue Code of 1986, as amended), then such payment that<br>otherwise would have been paid within six months after the Participant’s “separation from service”<br>shall be accrued, witho<br>ut interest, and its payment delayed until the first day of the seventh month<br>following the Participant’s “separation from service,” or if earlier, the Participant’s death, at which<br>point the accrued amount will be paid as a single, lump sum cash payment.<br><br>(f)<br><br>Timing of Payments<br>..<br><br>Except as set forth in Sections (6)<br>(d) and (e) hereof, Earned<br>B<br>onuses under this Section 6 will be paid to Participants at the same time as<br>Earned Bonuses are<br>paid<br><br>to other Participants under the Plan for the applicable Performance Per<br>iod.<br><br>7.<br><br>Pro Rata Bonuses<br>..<br><br>(a)<br><br>New Hires<br>..<br><br>A new employee who becomes a Participant in connection with such<br>hire shall earn a pro rata bonus from the date of hire<br>, but only if the date of hire is on or before<br>September 30 of<br><br>the Performance Period<br><br>(or such other d<br>ate determined by the Administrator)<br>..<br><br>(b)<br><br>Transfer; Promotion; Demotion; Retirement; Involuntary Termination Without<br>Cause<br>; Death or Disability<br>..<br><br>(i)<br><br>For an existing employee who is transferred to a new position which results<br>in such employee becoming a Participant<br>, the pro rata period shall begin from the date of<br>transfer.<br><br>(ii)<br><br>For an existing employee who was a Participant prior to a promotion and<br>who continues to be a Participant thereafter, and the Target Bonus Percentage is<br>increased,<br>the Earned B<br>onus will be based<br>on two pro rata periods: (i) from the beginning of the |
| --- |
| 6<br><br><br>Performance Period through the date immediately preceding such promotion, and (ii)<br><br>from<br>the date of such promotion until the end of the Performance Period.<br><br>(iii)<br><br>For an existing employee who was a Participan<br>t and who is demoted such<br>that the employee is no longer a Participant thereafter, the pro rata period will end on the<br>date immediately preceding such demotion.<br><br>(iv)<br><br>For an existing employee who retires and for whom a pro rata bonus is<br>approved by the Administr<br>ator under Section 6(b)<br><br>hereof<br>, the pro rata period will end on<br>the date immediately preceding such retirement.<br><br>(v)<br><br>For an existing employee who was a Participant and who is involuntary<br>terminated without cause<br><br>by the Company<br><br>or<br>its<br>s<br>ubsidiary<br><br>and for whom a<br>pro rata bonus<br>is approved by the Administrator under Section 6(c)<br><br>hereof<br>,<br>or due to death or Disability,<br>the pro rata period will end on the date immediately preceding such termination<br><br>of<br>employment.<br><br>(c)<br><br>Achievemen<br>t of<br><br>Performance Period<br>..<br><br>A pro rata bonus sha<br>ll<br><br>be earned<br>only<br>if the<br>applicable<br><br>P<br>e<br>rformance<br>G<br>oals<br>, as determi<br>ned by the Administrator<br>, in its discretion,<br><br>also are<br>satisfied for the<br><br>full<br><br>Performance Period.<br><br>(d)<br><br>Pro Rata Application of Performance Modifier<br>.. In determining a pro rata bonus,<br>the Performanc<br>e Modifier earned for the full Perform<br>ance Period will be utilized to calculate the<br>Modified Bonus<br>,<br><br>unless the Administrator determines otherwise.<br><br>(e)<br><br>Timing of Pro Rata Payments<br>..<br><br>Earned<br>Bonuses that are<br>pro rata under this Section<br>7 will be paid to Partici<br>pants at the same time as<br>Earned B<br>onuses are made to other Participants<br>under the Plan for the applicable Performance Period<br><br>8.<br><br>Bonus Clawback<br>..<br><br>The<br>Holder<br><br>agrees to be subject to any “clawback<br>” or other<br>comparable policies adopted by the Board or any of its committees to the extent adopted at a time<br>when<br>Participant<br><br>was employed by the Company.<br><br>9.<br><br>General<br><br>(a)<br><br>Amendment and Termination<br>.. The<br>Company<br><br>reserves the right to amend or<br>terminate this Plan at any time by<br>action of the Board<br><br>or the<br>Administrator<br><br>with respect to future<br>services of Participants.<br><br>To comply with local laws, the<br>Company<br><br>(acting through the<br>Administrator) reserves the right to ad<br>opt amendments, rules, procedures, guidelines or other<br>documents (collectively “<br>Addendums<br>”) affecting this Plan at any time that are applicable only to<br>such local jurisdictions; provided, however, that any Addendums that are app<br>licable to any<br>EO<br>Participan<br>t<br><br>must be reflected in a written amendment to this Plan that is approved by the<br>Administrator<br>..<br><br>(b)<br><br>Tax Withholding<br>..<br><br>The Participant shall be responsible for all taxes required by law<br>to be withheld by the<br>Company<br><br>or a<br>s<br>ubsidiary in respect of the bonus paymen<br>t.<br>The<br>Company<br><br>shall have the right to make all payments or distributions pursuant to the Plan to any person, net<br>of any applicable federal, state and local payroll or withholding taxes, or the applicable taxes of |
| --- |
| 7<br><br><br>any foreign jurisdiction (collectively, “<br>Taxes”), required to be paid or withheld. The<br>Company<br><br>shall have the right to withhold from wages or other amounts otherwise payable to such Participant<br>such Taxes as may be required by law, or if permitted by law, to otherwise require the Participant<br>to p<br>ay such Taxes. If such person shall fail to make such Tax payments as are required, the<br>Company<br><br>shall, to the extent permitted by law, have the right to deduct any such Taxes from any<br>payment of any kind otherwise due to such Participant or to take such ot<br>her action as may be<br>necessary to satisfy such Tax obligations.<br><br>(c)<br><br>No Assignment<br>.. Unless the<br>Administrator<br><br>expressly provides otherwise in writing,<br>no Participant nor any other person may sell, assign, convey, gift, pledge or otherwise hypothecate<br>or<br>alienate any bonus payment<br>, except for a transfer under the laws of descent or distribution as a<br>result of the death of the Participant<br>..<br><br>(d)<br><br>Non<br>-<br>Exclusivity<br>.. The adoption of the Plan by th<br>e Board<br><br>shall not be construed as<br>creating any limitations on the<br><br>power<br>of the Board<br><br>or Administrator to adopt such other incentive<br>arrangements as either may deem desirable, including, without limitation, cash or equity<br>-<br>based<br>compensation arrangements, either tied to performance or otherwise, and any such other<br>arrangements a<br>s may be either generally applicable or applicable only in specific cases.<br><br>(e)<br><br>Employment at Will<br>..<br><br>Neither the Plan, the selection of a person as a Participant, the<br>payment of any<br><br>bonus<br><br>to any Participant, nor any action by the<br>Company<br><br>or the Administrator<br>sha<br>ll be held or construed to confer upon any person any right to be continued in the employ of<br>the<br>Company<br>.. The<br>Company<br><br>expressly reserves the right to discharge any Participant whenever in<br>the sole discretion of the<br>Company<br><br>its interest may so require.<br><br>(f)<br><br>No V<br>ested Interest or Right<br>..<br><br>Except as specified under Section 6 hereof<br><br>or<br>as<br>otherwise provided in any Related Agreement<br>, at no time before the actual payment of a bonus to<br>any Participant or other person shall any Participant or other person accrue any vest<br>ed interest or<br>right whatsoever under the Plan, and the<br>Company<br><br>has no obligation to treat Participants<br>identically under the Plan.<br><br>(g)<br><br>Beneficiary Designation<br>..<br><br>Each Participant may name, from time to time, any<br>beneficiary (who may be named contingently or su<br>ccessively) to whom any benefit under the Plan<br>is to be paid in case of his or her death before he or she receives any or all of such benefit.<br><br>Each<br>designation will revoke all prior designations by the same Participant, shall be in a form prescribed<br>by th<br>e<br>Company<br>, and will be effective only when filed by the Participant in writing with the<br>Company<br><br>during his or her lifetime.<br><br><br>(h)<br><br>Notices<br>.. Notices hereunder shall be mailed or delivered to the<br>Company<br><br>at its<br>principal place of business and shall be mailed or<br>delivered to the Participant at the address on<br>file<br>with the<br>Company<br><br>or, in either case, at such other address as one party may subsequently furnish<br>to the other party in writing.<br><br>(i)<br><br>Severability<br>.. The invalidity or unenforceability of any provision of this P<br>lan in any<br>jurisdiction shall not affect the validity, legality or enforceability of the remainder of this Plan in<br>such jurisdiction or the validity, legality or enforceability of any provision of this Plan in any other |
| --- |
| 8<br><br><br>jurisdiction, it being intended that<br><br>all rights and obligations of the parties hereunder shall be<br>enforceable to the fullest extent permitted by law.<br><br>(j)<br><br>Headings<br>..<br><br>Headings are given to the sections and subsections of the Plan solely as<br>a convenience to facilitate reference.<br><br><br>Such headings shal<br>l not be deemed in any way material or<br>relevant to the construction or interpretation of the Plan or any provision thereof.<br><br>(k)<br><br>Governing Law<br>..<br><br>The Plan and any agreements and documents hereunder shall be<br>governed, construed and administered in accordance with<br><br>the laws of the State of<br>Delaware<br>(regardless of the laws that might otherwise govern under applicable principles of conflicts of laws<br>of such jurisdiction or any other jurisdiction) and applicable federal law.<br><br><br>(l)<br><br>Code Section 409A<br>.. It is intended that thi<br>s Plan be exempt from or comply with<br>Code Section 409A, and the Plan shall be interpreted and administered consistent with that intent;<br>provided, however, that under no circumstances whatsoever shall the<br>Company<br><br>be liable for any<br>additional tax, interest o<br>r penalty imposed upon a Participant, or any other damage suffered by a<br>Participant, on account of the bonus plan being subject to but not in compliance with Code Section<br>409A. |
| --- |
| Exhibit<br>1<br>0<br>..1<br><br>EXHIBIT A<br><br><br>CALCULATION OF SENIOR LEVEL PERFORMANCE BONUS PAYMENTS<br><br><br>[To be complete<br>d<br>..] |
| --- |
Exhibit 10.2
| Exhibit<br>10<br>..<br>2<br><br>PO<br>RCH<br><br>GROUP,<br><br>INC.<br><br>PERFORMANCE<br>-<br>BASED RESTRICTED STOCK UNIT AWARD<br><br>NOTICE AND<br>AGREEMENT<br><br>(<br>2020 STOCK INCENTIVE PLAN<br>)<br><br><br>Porch<br><br>Group,<br><br>Inc.,<br><br>a<br><br>Delaware<br><br>corporation<br><br>(the<br><br>“<br>Company<br>”<br>, which term shall include any<br>other successor in interest to the<br>Company, if applicable<br>),<br><br>hereby<br><br>grants<br><br>to<br><br>the<br><br>individual<br><br>named<br>below<br>(the<br><br>“<br>Holder<br>”<br>)<br><br>as of the grant date set forth below (the “<br>Grant Date<br>”)<br>pursuant<br><br>to<br><br>the<br><br>provisions<br><br>of<br><br>the<br><br>Porch<br><br>Group,<br><br>Inc.<br><br>2020<br><br>Stock<br><br>Incentive<br><br>Plan<br><br>(the<br><br>“<br>Plan<br>”<br>),<br><br>a<br><br>performance<br>-<br>based<br><br>restricted<br><br>stock<br><br>unit<br>(“<br>PRSU<br>”)<br>award<br><br>(the “<br>Award<br>”)<br><br>with respect to the number of PRSUs set forth<br>below<br>,<br><br>upon<br><br>and<br><br>subject<br><br>to<br><br>the<br><br>restrictions,<br><br>terms<br><br>and<br><br>conditions<br><br>set<br><br>forth<br><br>below<br><br>in this<br>Performance<br>-<br>Based Restricted Stock Unit Award Agreement<br><br>(th<br>is<br><br>“<br>Agreement<br>”)<br><br>and<br>in<br><br>the<br><br>Plan.<br><br>Capitalized<br><br>terms<br><br>not<br><br>defined<br><br>herein<br><br>shall<br><br>have<br><br>the<br><br>meanings<br><br>specified<br><br>in<br><br>the<br><br>Plan.<br><br>1.<br><br>Notice<br>o<br>f<br>PRSU<br>Award.<br><br>Holder<br>:<br><br><br><br>[___________]<br><br>Grant Date:<br><br><br><br>[________<br>___]<br><br>Number of Target P<br>R<br>SUs<br><br>in<br>the<br>Award:<br><br>[___________]<br><br>Maximum Number of PRSUs<br><br>*: [___________]<br><br>* The actual number of<br>PRSUs<br>that<br>may be earned and<br>vest<br>ed<br><br>pursuant to the terms and conditions<br>of this Award will be between 0% and<br>[X]<br>% of the<br>Target<br>P<br>RSUs<br><br>in the<br>Award. The Maximum<br>Number of<br>PRSUs<br>represents<br>[X]<br>% of the Target<br>PRSUs.<br><br>2.<br><br>Award<br><br>Subject<br><br>to<br><br>Acceptance<br><br>of<br><br>Agreement<br>..<br><br>The<br><br>Award<br><br>shall<br><br>be<br><br>null<br><br>and<br><br>void<br><br>unless<br><br>the<br><br>Holder<br><br>accepts<br><br>this<br><br>Agreement<br><br>by<br><br>electronically<br><br>accepting<br><br>this<br><br>Agreement<br><br>on<br><br>the<br><br>Company<br>’<br>s<br><br>third<br>-<br>party<br><br>stock<br><br>plan<br><br>administrator<br>’s platform (which must be performed within 30<br>days from the<br>Grant D<br>ate for this Agreement to be effective<br>)<br>..<br><br>The Holder also hereby<br>agrees<br><br>to<br><br>abide<br><br>by<br><br>all<br><br>administrative<br><br>procedures<br><br>established<br><br>by<br><br>the<br><br>Company<br><br>or<br><br>its<br><br>stock<br><br>plan<br><br>administrator<br>..<br><br>3.<br><br>Rights<br><br>as<br><br>a<br><br>Stockholder<br>..<br><br>Except<br><br>as<br><br>otherwise<br><br>provided<br><br>in<br><br>this<br><br>Agreement,<br><br>until and<br>if shares of Common Stock are<br>issued in settlement of<br>earned and<br>vested<br>PRSU<br>s, the Holder<br><br>sha<br>ll<br>not have any rights of a stock<br>holder (including voting and dividend rights) in respect o<br>f the<br>Common Stock underlying the<br>PRSU<br>s<br>..<br><br>4.<br><br>Vesting<br>..<br><br>4.1<br><br>Determination Date<br>..<br>T<br>he calculation of the achievement of such<br>performance goal<br>s<br><br>set forth in<br>Exhibit A<br><br>to this Agreement (based on the methodology set forth<br>therein and in the Plan)<br><br>shall<br><br>be finalized as a<br>ppropriate by the Chief Financial Officer (or person<br>having similar duties) using, as applicable, the financial results audited by the<br>Company’s<br><br>independent registered public accounting firm<br><br>and presented to the Committee<br>in<br><br>advance of its<br>determination of earned PRSUs<br>..<br>Whether and the extent to which P<br>R<br>SUs are earned with respect |
|---|
| 2<br><br><br>to a specific performance goal shall be determined by the Committee<br>within 30 days following the<br>public issuance of the Company’s<br>financial result<br>s audited by the<br>Company’s<br><br>independent<br>registered public accounting firm<br><br>for the applicable Performance Period<br>(the “<br>Determination<br>Date<br>”)<br>..<br><br>Notwithstanding the foregoing,<br><br>the<br>Committee<br><br>may establish a different Determination<br>Date for each performance goal s<br>et forth in<br>Exhibit A<br><br>to this Agreement.<br><br>4.2<br><br>Vesting<br><br>Condition<br>s<br>..<br><br>Except as otherwise provided in any written<br>employment, offer letter, severance, change in control, or similar agreement between the Company<br>or<br><br>any of its Subsidiaries and Holder<br><br>that is effecti<br>ve as of the applicable event (each, a “<br>Related<br>Agreement<br>”),<br>the<br><br>Award<br><br>shall<br><br>be earned and<br>vest<br><br>in<br><br>accordance<br><br>with<br><br>Exhibit A<br><br>to this Agreement<br>..<br><br>4.3<br><br>Termination of Employment<br>.. The<br>earning<br><br>and/or vesting of unvested<br>P<br>RSUs under this<br>Section<br><br>4<br>..3<br><br>or<br>Section<br>4<br>..4<br>(a)<br><br>hereof is conditioned upon the Holder signing and<br>delivering to the Company, and there becoming irrevocable, within 60 days after the date of such<br>employment termination, a general release of claims (in form and substance reasonably acceptab<br>le<br>to the Company) by which the Holder releases the Company, its Subsidiaries and their affiliated<br>entities and individuals from any and all claims, including claims arising from the Holder’s<br>employment by, and termination of employment with, the Company a<br>nd/or any of its Subsidiaries,<br>in consideration for the receipt and<br>earning and/or<br>vesting of the<br>P<br>RSUs. Any<br>P<br>RSUs that would<br>have otherwise<br>earned and/or<br>vested under this<br>Section<br><br>4<br>..3<br><br>or<br>Section 4<br>..4(a)<br><br>hereof shall be<br>forfeited if the general release does<br><br>not become effective and irrevocable on or before the 60th day<br>following the Holder’s termination of employment.<br><br>(a)<br><br>Termination<br><br>without Cause or for Good Reason<br>..<br><br>If<br><br>the<br><br>Holder<br>’<br>s<br><br>employment<br><br>with<br><br>the<br><br>Company<br><br>or any Subsidiary<br>terminates<br><br>by reason of the Comp<br>any’s<br>termination of<br>the<br>Holder’s employment without Cause or as a result of the Holder<br>’s resignation<br>for Good Reason<br>prior<br><br>to<br><br>the<br><br>end<br><br>of<br><br>the<br><br>Achievement Period<br>,<br><br>then<br><br>the Award will remain<br>outstanding and<br>vest when<br><br>it is earned<br><br>in accordance with the Vesting Schedule set forth<br>in<br>Exhibit<br>A<br><br>excluding the proviso requiring continued employment<br><br>or service during the Achievement<br>Period<br><br>and shall be settled pursuant to<br>Section<br>5<br><br>hereof<br>; provided that such vesting date shall be<br>no ear<br>lier than the 61<br>st<br><br>day following the Holder’s termination of employment<br>..<br><br><br>(1)<br><br>“<br>Cause<br>” shall have the meaning set forth in any Related Agreement<br>or, if no such Related Agreement defines such term, “<br>Cause<br>” shall mean<br>:<br><br>(v)<br><br>the<br>Holder’s<br>conviction or plea of no contest to a felony; (w)<br>the<br>Holder’s willful malfeasance or gross<br>misconduct in connection with<br>the<br>Holder’s employment; (x) a substantial, willful and<br>continual refusal by<br>the<br>Holder to perform the duties, responsibiliti<br>es or obligations<br>assigned to<br>the<br>Holder by the Company<br><br>or applicable Subsidiary<br>, following receipt of<br>written notice of such deficiency from the Company<br><br>or applicable Subsidiary<br>; (y)<br>the<br>Holder’s material failure to fully cooperate with a regulatory inves<br>tigation involving the<br>Company or any of its Subsidiaries or affiliates; or (z)<br><br>any one or more acts by<br><br>the<br><br>Holder<br>of dishonesty, theft, larceny, embezzlement or fraud from or with respect to the Company<br>or any Subsidiary or affiliate.<br><br>(2)<br><br>“<br>Good Reason<br>” shall<br><br>have the meaning set forth in any Related<br>Agreement or, if no such Related Agreement defines such term, “<br>Good Reason<br>” shall mean<br>the occurrence of any of the following events, without<br>the<br>Holder’s written consent: (i) |
| --- |
| 3<br><br><br>material diminution in<br>the<br>Holder’s b<br>ase salary or annual target incentive opportunity<br>(unless the base salary or annual target incentive opportunity, as applicable, is similarly<br>reduced for other employees of a similar level of authority or title); (ii) material diminution<br>in<br>the<br>Holder’s au<br>thority or duties; (iii) a requirement by the Company<br>or applicable<br>Subsidiary<br>that<br>the<br>Holder be based more than 50 miles from<br>the<br>Holder’s office location<br>as of the date of this Agreement (or from such other office to which<br>the<br>Holder later agrees<br>to mov<br>e), excluding any new location closer to<br>the<br>Holder’s residence<br>, any temporary<br>assignment, and ordinary business travel<br>; or (iv) material breach by the Company<br>or<br>applicable Subsidiary<br>of any provision of this Agreement or any Related Agreement<br>entered int<br>o with<br>the<br>Holder. Notwithstanding the foregoing, none of the events described<br>above shall constitute Good Reason unless<br>the<br>Holder first provides the Company<br>or<br>applicable Subsidiary<br>with written notice of the event within 30 days of the event’s<br>occurrenc<br>e and a period of 30 days from such notice to cure such event, and further<br>provided that<br>the<br>Holder must terminate employment within 60 days following the end of<br>the cure period.<br><br>(b)<br><br>Other Termination<br>..<br><br><br>Except as provided in<br>Section 4<br>..3<br>(a)<br><br>or<br>Section<br>4<br>..4<br><br>hereof, i<br>f<br><br>the<br><br>Holder<br>’<br>s<br><br>employment<br><br>with<br><br>the<br><br>Company<br><br>or<br><br>any Subsidiary<br>terminates<br><br>for any<br>reason<br>,<br><br>then<br><br>the<br><br>portion of the<br><br>Award<br><br>that was not<br>earned and<br>vested immediately prior to such<br>termination of employment<br>shall<br><br>be<br><br>immediately<br><br>forfeited<br><br>by<br><br>the<br><br>Holder<br><br>and<br><br>cancelled<br><br>by<br><br>the<br><br>Company.<br><br>4.4<br><br>Change<br><br>in<br><br>Control<br>..<br><br>Except as otherwise provided in any Related<br>Agreement, in the event of a Change in Control (with definitions of “Cause” and “Good Reason”<br>to be amended by substituting the Company with the surviving entity or other successor in interest<br>to the Company) an<br>d:<br><br>(a)<br><br>the Award is assumed or<br>reasonably<br>substituted<br>on an equitable<br>basis to the Holder<br>by the surviving entity or other successor in interest to the Company as of the<br>Change in Control,<br>any earned portion of the Award (in which the stock price hurdles set f<br>orth in<br>the Vesting Schedule were achieved, including<br>the Change in Control date<br>based on the Fair<br>Market Value of each share of Common Stock sold in such Change in Control) will remain issued<br>and outstanding as restricted stock units (“<br>RSUs<br>”), subject to<br>a vesting period commencing on the<br>closing date of such Change in Control (the “<br>Closing Date<br>”) and ending on the earlier of (a) the<br>one<br>-<br>year anniversary of the Closing Date or (b)<br>the 61st day following<br>such date the Holder’s<br>employment is terminated witho<br>ut Cause or the Holder resigns the Holder’s employment for Good<br>Reason.<br><br>If the Holder’s employment is terminated prior to the one<br>-<br>year anniversary of the Closing<br>Date for any reason other than as set forth in<br>clause (b)<br>, then the full Award shall be immedi<br>ately<br>forfeited by the Holder and cancelled by the Company or the surviving entity or other successor<br>in interest to the Company.<br><br>(b)<br><br>the Award is not assumed or<br>reasonably<br>substituted<br>on an equitable<br>basis to the Holder<br>by the surviving entity or other succ<br>essor in interest to the Company as of the<br>Change in Control, the Award shall fully<br>be earned and<br>vest immediately prior to the<br>consummation of such Change in Control and the Holder shall receive a cash payment, at closing<br>of the of the Change in Control t<br>ransaction, for each<br>earned and<br>vested<br>P<br>RSU equal to the |
| --- |
| 4<br><br><br>acquisition price per share of Common Stock, less any withholding taxes thereon (as described in<br>Section 7.<br>2<br><br>hereof).<br><br>5.<br><br>Settlement of<br>PRSU<br>s<br>.. Subject to the withholding tax provisions of<br>Section<br><br>7<br>..<br>2<br><br>hereof, within 45 days after<br><br>the date upon which a<br>PRSU<br><br>becomes<br>earned and<br>vested in a<br>ccordance<br>with the terms of the<br><br>Agreement, the<br>Company shall issue<br>to the vested Holder one share of<br>Common Stock<br><br>per each vested<br>PRSU<br>;<br><br>provided<br>,<br><br>however<br>, if<br>earned<br>PRSU<br>s<br><br>vest in accordance<br>with<br>Section<br><br>4<br>..4<br>(a)<br><br>hereof, the<br>Company<br>(or a successor t<br>hereto) shall issue<br>to the<br>Holder<br>such<br>shares of Common Stock or common stock of the successor having approximately equivalent value<br>(and references herein to Common Stock issued<br>on vesting shall include such successor common<br>stock, if applicable), or the cash equivalent of such shares of Common Stock or common stock if<br>neither security is listed on a U.S. national securities exchange (including Nasdaq or the New York<br>Stock Exchang<br>e).<br><br>Notwithstanding anything to the contrary h<br>erein, in the event that (i)<br><br>the Holder is otherwise<br>prohibited from selling Common Stock in the public market (including Nasdaq or other national<br>securities exchange on which the Common Stock is then<br>listed) when any Common Stock<br>underlying the PRSUs are scheduled to be delivered on a settlement date (the “<br>Original Settlement<br>Date<br>”) due to (w) applicable law (including<br>Section 6<br>..2<br><br>hereof), (x) the rules related to a blackout<br>period declared by the Comp<br>any under an insider trading policy or similar policy, (y) any agreed<br>to lock<br>-<br>up arrangement, or (z) other similar circumstance and (ii) the Company elects not to satisfy<br>the Holder’s tax withholding obligations by withholding Common Stock from the Holder’<br>s<br>distribution,<br><br>then<br><br>such Common Stock shall not be delivered on such Original Settlement Date and<br>shall instead be delivered, as applicable, on (x) the first business day of the next occurring open<br>“window period” applicable to the Holder as determined by<br><br>the Company, or (y) the next business<br>day on which the Holder is not otherwise prohibited from selling Common Stock in such public<br>market, but in no event later than March 15th of year following the year in which the PRSUs vest.<br><br><br>6.<br><br>Transfer<br><br>Restrictions<br><br>and<br><br>Securities Laws<br><br>Representation<br>..<br><br>6.1<br><br>Nontransferability<br><br><br>(a)<br><br>Nontransferability<br>of<br><br>Award<br>..<br><br><br>Prior to<br>an Award being earned and<br>vested<br>, this Award and the underlying PRSUs may not be offered, sold, transferred, assigned,<br>pledged, hypothecated, encumb<br>ered or otherwise disposed of (whether by operation of law or<br>otherwise) or be subject to execution, attachment or similar process<br><br>(collectively, “Transfer” or<br>“Transferred”)<br>, other than by will, the laws of descent and distribution or pursuant to benefici<br>ary<br>designation procedures approved by the Company;<br>provided<br>,<br><br>however<br>, that any transferred Award<br>or underlying PRSUs so permitted will be subject to all of the same terms and conditions as<br>provided in the Plan and this Agreement and the Holder’s estate or<br><br>beneficiary appointed shall<br>remain liable for any withholding tax that may be imposed by any federal, state or local tax<br>authority. Upon any attempt to so offer, sell, transfer, assign, pledge, hypothecate, encumber or<br>otherwise dispose of the PRSUs, the<br>Award and underlying PRSUs and all rights hereunder shall<br>immediately become null and void. |
| --- |
| 5<br><br><br>(b)<br><br>Certain Trusts<br>..<br><br>Upon receiving written permission from the Board<br>or its duly authorized designee, the Award<br><br>may be transferred<br><br>to a trust if<br>the Holder is<br><br>considered<br>to be the sole beneficial owner (determined under Section 671 of the Code and applicable state<br>law) while the Award is held in the trust, provided that<br>Holder<br><br>and the trustee enter into transfer<br>and other agreements required by the Company.<br><br>(c)<br><br>Dom<br>estic Relations Orders<br>..<br><br>Upon receiving written permission<br>from the Board or its duly authorized designee, and provided that<br>Holder<br><br>and the designated<br>transferee enter into transfer and other agreements required by the Company,<br>Holder<br><br>may transfer<br>the Awar<br>d or<br>Holder’s<br><br>right to receive the distribution of Common Stock or other consideration<br>thereunder, pursuant to a domestic relations order that contains the information required by the<br>Company to effectuate the transfer.<br>Holder is<br><br>encouraged to discuss the<br>proposed terms of any<br>division of the Award with the Company prior to finalizing the domestic relations order to help<br>ensure the required information is contained within the domestic relations order.<br><br>6.2<br><br>Investment<br><br>Representation<br>..<br><br><br>The<br><br>Holder<br><br>hereby<br><br>represents<br><br>and<br><br>covenants<br><br>that<br>:<br><br>(a)<br><br>any<br><br>share<br>s<br><br>of<br><br>Common<br>Stock<br><br>acquired<br><br>upon<br><br>the<br><br>earning and<br>vesting<br><br>of<br><br>the<br><br>Award<br><br>will<br><br>be<br><br>acquired<br><br>for<br><br>investment<br><br>and<br><br>not<br><br>with<br><br>a<br><br>view<br><br>to<br><br>the<br><br>distribution<br><br>thereof<br><br>within<br><br>the<br><br>meaning<br><br>of<br><br>the<br><br>Securities<br><br>Act<br><br>of<br><br>1933,<br><br>as<br><br>amended<br><br>(the<br><br>“<br>Securities<br><br>Act<br>”<br>),<br><br>unless<br><br>such<br><br>acquisition<br><br>has<br><br>been<br><br>registered<br><br>under<br><br>the<br><br>Securities<br><br>Act<br><br>and<br><br>any<br><br>applicable<br><br>state<br><br>securities<br><br>laws;<br><br>(b)<br><br>any<br><br>subsequent<br><br>sale<br><br>of<br><br>any<br><br>such<br><br>shares<br><br>shall<br><br>be<br><br>made<br><br>either<br><br>pursuant<br><br>to<br><br>an<br><br>effective<br><br>registration<br><br>statement<br><br>under<br><br>the<br><br>Securities<br><br>Act<br><br>and<br><br>any<br><br>applicable<br><br>state<br><br>securities<br><br>laws,<br><br>or<br><br>pursuant<br><br>to<br><br>an<br><br>exemption<br><br>from<br><br>registration<br><br>under<br><br>the<br><br>Securities<br><br>Act<br><br>and<br><br>such<br><br>state<br><br>securities<br><br>laws;<br><br>and<br><br>(c)<br><br>if<br><br>requested<br><br>by<br><br>the<br><br>Company,<br><br>the<br><br>Holder<br><br>shall<br><br>submit<br><br>a<br><br>written<br><br>statement,<br><br>in<br><br>form<br><br>satisfactory<br><br>to<br><br>the<br><br>Company,<br><br>to<br><br>the<br><br>effect<br><br>that<br><br>such<br><br>representation<br>s<br>(x)<br><br>are<br>true<br><br>and<br><br>correct<br><br>as<br><br>of<br><br>the<br><br>date<br><br>of<br><br>earning and<br>vesting<br><br>of<br><br>any<br><br>shares<br><br>of<br><br>Common<br><br>Stock<br><br>hereunder<br><br>or<br><br>(y)<br><br>are<br><br>true<br><br>and<br><br>correct<br><br>as<br><br>of<br><br>the<br><br>date<br><br>of<br><br>any<br><br>sale<br><br>of<br><br>any<br><br>such<br><br>share<br>s<br>,<br><br>as<br><br>applicable.<br><br>As<br><br>a<br><br>further<br><br>condition<br><br>precedent<br><br>to<br><br>the<br><br>delivery<br><br>to<br><br>the<br><br>Holder<br><br>of<br><br>any<br><br>shares<br><br>of<br><br>Common<br>Stock<br><br>subject<br><br>to<br><br>the<br><br>Award,<br><br>the<br><br>Holder<br><br>shall<br><br>comply<br><br>with<br><br>all<br><br>regulations<br><br>and<br><br>requirements<br><br>of<br><br>any<br><br>regulatory<br><br>authority<br><br>having<br><br>control<br><br>of<br><br>or<br><br>supervision<br><br>over<br><br>the<br><br>issuance<br><br>or<br><br>delivery<br><br>of<br><br>the<br><br>shares<br><br>and,<br><br>in<br><br>connection<br><br>therewith,<br><br>shall<br><br>execute<br><br>any<br><br>documents<br><br>which<br><br>the<br><br>Board<br><br>or the Committee<br>shall<br><br>in<br><br>its<br><br>sole<br><br>discretion<br><br>deem<br><br>necessary<br><br>or<br><br>advisable.<br><br>7.<br><br>Additional Terms and Conditions of Award<br>..<br><br>7.1<br><br>Clawback.<br><br>The<br>Holder<br><br>agrees to be subject to any “clawback” or other<br>comparable policies adopted by the Board or any of its committees to the extent adopted at a time<br>when<br>Holder<br>was employed by the Company.<br><br>7.2<br><br>Withholding Taxes<br>.. As a condition precedent to<br><br>the delivery of the<br>Common Stock, the Holder shall, upon request by the Company, pay to the Company such amount<br>as the Company may be required, under all applicable federal, state, local or other laws or<br>regulations, to withhold and pay over as income or<br>other withholding taxes (the “<br>Required Tax<br>Payments<br>”) with respect to the Award. If the Holder shall fail to advance the Required Tax<br>Payments after request by the Company, the Company may, in its discretion, deduct any Required<br>Tax Payments from any amoun<br>t then or thereafter payable by the Company to the Holder. The<br>Holder may elect to satisfy his or her obligation to advance the Required Tax Payments by any of<br>the following means: (i) a cash payment to the Company; (ii) if permitted by the Company, |
| --- |
| 6<br><br><br>delive<br>ry to the Company (either actual delivery or by attestation procedures established by the<br>Company) of previously owned whole shares of Common Stock having an aggregate Fair Market<br>Value, determined as of the date on which such withholding obligation arises<br><br>(the “<br>Tax Date<br>”),<br>equal to the Required Tax Payments; (iii) if permitted by the Company, authorizing the Company<br>to withhold whole shares of Common Stock which would otherwise be delivered to the Holder<br>having an aggregate Fair Market Value, determined as<br><br>of the Tax Date, equal to the Required Tax<br>Payments; (iv) to the extent permitted by applicable law, a cash payment by a broker<br>-<br>dealer<br>acceptable to the Company to whom the Holder has submitted an irrevocable notice of same<br>-<br>day<br>sale<br>;<br><br>or (v) any combinatio<br>n of (i), (ii) or (iii). Shares of Common Stock to be delivered or withheld<br>may not have a Fair Market Value in excess of the minimum amount of the Required Tax Payments<br>(or such higher withholding amount permitted by the Committee and which does not resul<br>t in<br>adverse accounting consequences to the Company). Any fraction of a share of Common Stock<br>which would be required to satisfy any such obligation shall be disregarded and the remaining<br>amount due shall be paid in cash by the Holder. No share of Common S<br>tock or certificate<br>representing a share of Common Stock shall be delivered until the Required Tax Payments have<br>been satisfied in full. Any determination by the Company with respect to the<br><br>tendering or<br>withholding of shares of Common Stock to satisfy the<br>Required Tax Payments shall be made by<br>the Committee if the Holder is subject to Section 16 of the Exchange Act.<br><br><br>7.3<br><br>Adjustment<br>.. In the event of any equity restructuring (within the meaning<br>of Financial Accounting Standards Board Accounting Standards Codifi<br>cation Topic 718,<br>Compensation<br>—<br>Stock Compensation, or the equivalent standard) that causes the per share value<br>of shares of Common Stock to change, such as a stock dividend, stock split, spinoff, rights offering<br>or recapitalization through an extraordinary<br><br>dividend, the terms of this Award, including the<br>number and class of securities subject hereto, shall be appropriately adjusted by the Committee,<br>and such adjustment shall be made in accordance with Section 409A of the Code. In the event of<br>any other chan<br>ge in corporate capitalization, including a merger, consolidation, reorganization, or<br>partial or complete liquidation of the Company, such equitable adjustments described in the<br>foregoing sentence may be made as determined to be appropriate and equitable b<br>y the Committee<br>(or, if the Company is not the surviving corporation in any such transaction, the board of directors<br>of the surviving corporation) to prevent dilution or enlargement of rights of the Holder. The<br>decision of the Committee regarding any such<br>adjustment shall be final, binding and conclusive.<br><br>7.4<br><br>Compliance with Applicable Law<br>.. The Award is subject to the condition<br>that if the listing, registration or qualification of the shares of Common Stock subject to the Award<br>upon any securities exchange or<br>under any law, or the consent or approval of any governmental<br>body, or the taking of any other action is necessary or desirable as a condition of, or in connection<br>with, the vesting or delivery of shares hereunder, the shares of Common Stock subject to the<br><br>Award<br>shall not vest or be delivered, in whole or in part, unless such listing, registration, qualification,<br>consent, approval or other action shall have been effected or obtained, free of any conditions not<br>acceptable to the Company. The Company agrees t<br>o use reasonable efforts to effect or obtain any<br>such listing, registration, qualification<br>, consent, approval or other action.<br><br>7.5<br><br>Award Confers No Rights to Continued Employment or Service<br>.. In no<br>event shall the granting of the Award or its acceptance by the<br><br>Holder, or any provision of the<br>Agreement or the Plan, give or be deemed to give the Holder<br><br>any right to continued employment,<br>or in the case of a consultant or director, any right to continued service by the Company, any |
| --- |
| 7<br><br><br>Subsidiary or any affiliate of th<br>e Company or affect in any manner the right of the Company, any<br>Subsidiary or any affiliate of the Company to terminate the employment or service, respectively,<br>of any person at any time.<br><br>7.6<br><br>Decisions of Board or Committee<br>.. The Board or the Committee shall<br>have<br>the right to resolve all questions which may arise in connection with the Award. Any interpretation,<br>determination or other action made or taken by the Board or the Committee regarding the Plan or<br>this Agreement shall be final, binding and conclusive.<br><br>7.7<br><br>Successors<br>.. This Agreement shall be binding upon and inure to the benefit<br>of any successor or successors of the Company and any person or persons who shall, upon the<br>death of the Holder, acquire any rights hereunder in accordance with this<br>Agreement or the Plan.<br><br>7.8<br><br>Notices<br>.. All notices, requests or other communications provided for in this<br>Agreement shall be made, if to the Company, to Porch Group, Inc., Attn: Stock Plan Administrator,<br>4<br>11<br><br>1st Avenue South, Suite<br>501<br>, Seattle, Washington 98<br>104<br>; stock@porch.com, and if to the<br>Holder, to the las<br>t known mailing address of the Holder contained in the records of the Company.<br>All notices, requests or other communications provided for in this Agreement shall be made in<br>writing either (a) by personal d<br>elivery, (b) by facsimile or electronic mail with confirmation of<br>receipt, (c) by mailing in the United States mails or (d) by express courier service. The notice,<br>request or other communication shall be deemed to be received upon personal delivery, upon<br>c<br>onfirmation of receipt of facsimile or electronic mail transmission or upon receipt by the party<br>entitled thereto if by United States mail or express courier service;<br>provided<br>,<br>however<br>, that if a<br>notice, request or other communication sent to the Company i<br>s not received during regular business<br>hours, it shall be deemed to be received on the next succeeding business day of the Company.<br><br>7.9<br><br>Governing Law; Personal Jurisdiction<br>.. This Agreement, the Award and all<br>determinations made and actions taken pursuant here<br>to and thereto, to the extent not governed by<br>the laws of the United States, shall be governed by the laws of the State of Delaware and construed<br>in accordance therewith without giving effect to principles of conflicts of laws. The Holder hereby<br>consents t<br>o personal jurisdiction in any action brought in any court, federal or state, within the<br>State of Delaware having subject matter jurisdiction in the matter.<br><br>7.10<br><br>Agreement Subject to the Plan<br>.. This Agreement is subject to the provisions<br>of the Plan and<br>shall be interpreted in accordance therewith. In the event that the provisions of this<br>Agreement and the Plan conflict, the Plan shall control. The Holder hereby acknowledges receipt<br>of a copy of the Plan.<br><br>7.11<br><br>Entire Agreement<br>.. This Agreement and the Plan con<br>stitute the entire<br>agreement of the parties with respect to the subject matter hereof and supersede in their entirety<br>all prior undertakings and agreements of the Company and the Holder with respe<br>ct to the subject<br>matter hereof<br>..<br><br>7.12<br><br>Partial Invalidity; Heading<br>s<br>.. The invalidity or unenforceability of any<br>particular provision of this Agreement by a court of law of competent jurisdiction<br><br>shall not affect<br>the other provisions hereof and, to the fullest extent permitted by applicable law, this Agreement<br>shall be co<br>nstrued in all respects as if such invalid or unenforceable provisions had never been |
| --- |
| 8<br><br><br>contained herein, and such provision or part thereof shall be reformed or construed so that it would<br>be enforceable to the maximum extent legally possible. Headings are f<br>or convenience only and are<br>not deemed to be part of this Agreement.<br><br><br>7.13<br><br>Amendment and Waiver<br>.. The Company may amend the provisions of this<br>Agreement at any time;<br>provided<br><br>that an amendment that would materially impair the Holder’s<br>rights under this Agreemen<br>t shall be subject to the written consent of the Holder. No course of<br>conduct or failure or delay in enforcing the provisions of this Agreement shall affect the validity,<br>binding effect or enforceability of this Agreement. Waiver by any party of any breac<br>h of this<br>Agreement or failure to exercise any right hereunder shall not be deemed to be a waiver of any<br>other breach or right whether or not of the same or a similar nature.<br><br><br>7.14<br><br>Code Section 409A<br>..<br><br>It is intended that this Award be exempt from or<br>comply wi<br>th Section<br><br>409A of the Code and this Agreement shall be interpreted and administered<br>in a manner which effectuates such intent;<br><br>provided<br>,<br><br>however<br>, that in no event shall the Company<br>or any Subsidiary be liable for any additional tax, interest or penalty im<br>posed upon or other damage<br>suffered by the Holder on account of this Award being subject to but not in compliance with<br>Section<br><br>409A of the Code.<br><br>7.15<br><br>Section 280G of the Code<br>..<br><br><br><br>(a)<br><br>To the extent that the Holder would otherwise be eligible to receive<br>a payment or<br>benefit pursuant to the terms of this Agreement, any Related Agreement or otherwise<br>in connection with, or arising out of, the Holder’s employment with the Company or any<br>Subsidiary or a change in ownership or effective control of the Company or of a subst<br>antial portion<br>of its assets (any such payment or benefit, a “<br>Parachute Payment<br>”), that a nationally recognized<br>United States public accounting firm selected by the Company (the “<br>Accountants<br>”) determines,<br>but for this sentence would be subject to excise ta<br>x imposed by Section 4999 of the Code (the<br>“<br>Excise Tax<br>”), subject to clause (c) below, then the Company shall pay to the Holder whichever<br>of the following two alternative forms of payment would result in the Holder’s receipt, on an after<br>-<br>tax basis, of the<br>greater amount of the Parachute Payment notwithstanding that all or some portion<br>of the Parachute Payment may be subject to the Excise Tax: (1) payment in full of the entire amount<br>of the Parachute Payment (a “<br>Full Payment<br>”), or (2) payment of only a part<br>of the Parachute<br>Payment so that the Holder receives the largest payment possible without the imposition of the<br>Excise Tax (a “<br>Reduced Payment<br>”).<br><br>(b)<br><br>If a Reduced Payment is necessary pursuant to clause (a), then the<br>reduction shall occur in the following orde<br>r:<br><br>(1) cancellation of acceleration of vesting on any<br>equity awards for which the exercise price exceeds the then fair market value of the underlying<br>equity; (2) reduction of cash payments (with such reduction being applied to the payments in the<br>reverse o<br>rder in which they would otherwise be made, that is, later payments shall be reduced<br>before earlier payments); and (3) cancellation of acceleration of vesting of equity awards not<br>covered under (1) above;<br><br>provided<br>,<br>however<br>, that in the event that<br>acceleration of vesting of equity<br>awards is to be cancelled, acceleration of vesting of full value awards shall be cancelled before<br>acceleration of options and stock appreciation rights and within each class such acceleration of<br>vesting shall be cancelled<br>in t<br>he reverse order of the<br>grant<br><br>date<br><br>of such equity awards, that is, later<br>equity awards shall be canceled before earlier equity awards; and<br><br>provided<br>,<br><br>further<br>, that to the |
| --- |
| 9<br><br><br>extent permitted by Section 409A of the Code and Sections 280G and 4999 of the Co<br>de, if a<br>different reduction procedure would be permitted without violating Section 409A of the Code or<br>losing the benefit of the reduction under Sections 280G and 4999 of the Code, the Holder may<br>designate a different order of reduction.<br><br>(c)<br><br>For purposes of d<br>etermining whether any of the Parachute Payments<br>(collectively the “<br>Total Payments<br>”) will be subject to the Excise Tax and the amount of such Excise<br>Tax, (i) the Total Payments shall be treated as “parachute payments” within the meaning of Section<br>280G(b)(<br>2) of the Code, and all “parachute payments” in excess of the “base amount” (as defined<br>under Section 280G(b)(3) of the Code) shall be treated as subject to the Excise Tax, unless and<br>except to the extent that, in the opinion of the Accountants, such Total<br><br>Payments (in whole or in<br>part):<br><br>(1) do not constitute “parachute payments,” including giving effect to the recalculation of<br>stock options in accordance with Treasury Regu<br>lation Section 1.280G<br>-<br>1, Q&A 33;<br><br>(2) represent<br>reasonable compensation for services<br>actually rendered within the meaning of Section 280G(b)(4)<br>of the Code in excess of the “base amount” or (3) are otherwise not subject to the Excise Tax, and<br>(ii) the value of any non<br>-<br>cash benefits or any deferred payment or benefit shall be determined by<br>the Accountants in accordance with the principles of Section 280G of the Code.<br><br>(d)<br><br>All determinations hereunder shall be made by the Accountants,<br>which determinations shall be final and binding upon the Company and the Holder.<br><br>(e)<br><br>The federal tax returns filed by<br>the Holder (and any filing made by<br>a consolidated tax group which includes the Company) shall be prepared and filed on a basis<br>consistent with the determination of the Accountants with respect to the Excise Tax payable by<br>the Holder.<br><br>The Holder shall make<br><br>proper payment of the amount of any Excise Tax, and at the<br>request of the Company, provide to the Company true and correct copies (with any amendments)<br>of his or her federal income tax return as filed with the Internal Revenue Service, and such other<br>docu<br>ments reasonably requested by the Company, evidencing such payment (<br>provided<br><br>that the<br>Holder may delete information unrelated to the Parachute Payment or Excise Tax<br>and<br><br>provided<br>,<br><br>further<br><br>that the Company at all times shall treat such returns as confidenti<br>al and use<br>such return only for purpose contemplated by this paragraph).<br><br>(f)<br><br>In the event of any controversy with the Internal Revenue Service<br>(or other taxing authority) with regard to the Excise Tax, the Holder shall permit the Company to<br>control issues rela<br>ted to the Excise Tax (at its expense),<br>provided<br><br>that such issues do not potentially<br>materially adversely affect the Holder<br>, and<br><br>the Holder shall control any other issues.<br><br>In the event<br>that the issues are interrelated, the Holder and the Company shall in<br>good faith cooperate so as not<br>to jeopardize resolution of either issue.<br><br>In the event of any conference with any taxing authority<br>as to the Excise Tax or associated income taxes, the Holder shall permit the representative of the<br>Company to accompany the H<br>older, and the Holder and his representative shall cooperate with the<br>Company and its representative.<br><br>(g)<br><br>The Company shall be responsible for all charges of the<br>Accountants. |
| --- |
| 10<br><br><br>(h)<br><br>The Company and the Holder shall promptly deliver to each other<br>copies of any written<br><br>communications, and summaries of any verbal communications, with any<br>taxing authority regarding the Excise Tax covered by this<br><br>Section 7.1<br>5<br>..<br><br>(i)<br><br>Nothing in this<br><br>Section 7.1<br>5<br><br>is intended to violate the Sarbanes<br>-<br>Oxley Act of 2002 and to the extent that any adva<br>nce or repayment obligation hereunder would do<br>so, such obligation shall be modified so as to make the advance a nonrefundable payment to the<br>Holder and the repayment obligation null and void.<br><br>(j)<br><br>Notwithstanding the foregoing, any payment or reimbursement<br>mad<br>e pursuant to this<br><br>Section 7.1<br>5<br><br>shall be paid to the Holder promptly and in no event later than<br>the end of the calendar year next following the calendar year in which the related tax is paid by<br>the Holder or where no taxes are required to be remitted, the<br>end of the Holder’s calendar year<br>following the Holder’s calendar year in which the audit is completed or there is a final and<br>nonappealable settlement or other resolution of the litigation.<br><br>(k)<br><br>The provisions of this<br><br>Section 7.1<br>5<br><br>shall survive the termination<br><br>of<br>the Holder’s employment or service w<br>ith the Company or<br><br>any Subsidiary for any reason and the<br>termination of the Agreement.<br><br>7.16<br><br>Data Privacy Notice<br>..<br><br>(a)<br><br>Holder hereby acknowledges that the collection, use and transfer, in<br>electronic or other form, of Holder’s<br><br>personal data as described in this Agreement and any other<br>PRSU grant materials by the Company and its Subsidiaries is necessary for the purpose of<br>implementing, administering and managing Holder’s participation in the Plan. The Holder<br>authorizes, agrees<br>and unambiguously consents to the transmission by the Company and its<br>Subsidiaries of any personal data information related to this Award for legitimate business<br>purposes (including, without limitation, the administration of the Plan).<br><br>This authorization a<br>nd<br>consent is freely given by the Holder.<br><br>(b)<br><br>Holder<br><br>understands that the Company and its Subsidiaries may hold<br>certain personal information about<br>Holder<br>, including, but not limited to,<br>Holder<br>’s name, home<br>address and telephone number, email address, date of b<br>irth, social security, insurance, passport or<br>other identification number (e.g., resident registration number), salary, nationality, job title, details<br>of all PRSUs or any other entitlement to shares of Common Stock awarded, canceled, exercised,<br>vested, un<br>vested or outstanding in<br>Holder<br>’s favor (“<br>Data<br>”), for the purpose of implementing,<br>administering and managing the Plan.<br><br>(c)<br><br>Holder<br><br>understands that Data will be transferred to eShares, Inc.<br>DBA Carta, Inc. and its related companies (“<br>Carta<br>”) or any stock plan service provider as may be<br>selected by the Company in the future, which is assisting the Company with the implementation,<br>admi<br>nistration and management of the Plan.<br>Holder<br><br>understands that the recipients of the Data<br>may be located in the United States or elsewhere, and that the recipients’ country of operation<br>(e.g., the United States) may have different data privacy laws and pro<br>tections than<br>Holder<br>’s<br>country.<br>Holder<br><br>understands that if he or she resides outside the United States, he or she may<br>request a list with the names and addresses of any potential recipients of the Data by contacting |
| --- |
| 11<br><br><br>his or her local human resources represe<br>ntative. The Company, Carta, any stock plan service<br>provider selected by the Company in the future and any other possible recipients which may assist<br>the Company (presently or in the future) with implementing, administering and managing the Plan<br>may receiv<br>e, possess, use, retain and transfer the Data, in electronic or other form, for the sole<br>purpose of implementing, administering and managing his or her participation in the Plan.<br>Holder<br><br>understands that Data will be held only as long as is necessary to imp<br>lement, administer and<br>manage<br>Holder<br>’s participation in the Plan plus any required period thereafter for purposes of<br>complying with data retention policies and procedures.<br>Holder<br><br>understands that based on where<br>s/he resides, s/he may have additional rights<br><br>with respect to personal data collected, used or<br>transferred in connection with this Agreement or any other PRSU grant materials by the Company<br>and its Subsidiaries, and<br>Holder<br><br>may contact in writing his or her local human resources<br>representative. |
| --- |
| 12<br><br><br>This<br><br>Agreement<br><br>may be executed by facsimile or electronic means (including, without limitation,<br>PDF or, for Holder, by electronically accepting it on the Company’s third<br>-<br>party stock plan<br>administrator’s platform) and in one or more counterparts, each of which<br>shall be considered an<br>original instrument, but all of which together shall constitute one and the same agreement, and<br>shall become binding when one or more counterparts have been signed by each of the parties hereto<br>and delivered to the other party hereto<br>..<br><br><br><br>PORCH GROUP, INC.<br><br><br><br><br>By:<br><br><br><br><br>Name:<br><br><br><br><br>Title:<br><br><br><br><br>Acknowledgment, Acceptance and Agreement<br>:<br><br><br>By electronically accepting it on the Company’s third<br>-<br>party stock plan administrator’s platform<br>(which must be performed within 30 days from the Grant Date for th<br>is Agreement to be effective),<br>I hereby acknowledge receipt of the Agreement and the Plan, accept the PRSUs granted to me,<br>agree to be bound by the terms and conditions of<br>the Agreement and<br><br>the Plan.<br><br><br>HOLDER<br><br><br><br><br>By:<br><br><br><br><br>Name:<br><br><br><br><br>Title:<br><br><br><br><br><br>[Signature page to<br>PRSU Agreement<br>] |
| --- |
| 13<br><br><br>EXHIBIT<br>A<br><br>DETERMINATION OF<br>PERFORMANCE GOALS AND EARNED PRSU<br>s<br><br><br>[To be completed.] |
| --- |