appeal resulting from any Proceeding, including the principal, premium, security for, and other costs relating to any costs Notwithstanding anything to the contrary in this ArticleVII, To read this article on Zacks.com click here. but whom the Corporation has the power or obligation to indemnify under the provisions of the DGCL, or otherwise. the conduct of the meeting of stockholders as it shall deem appropriate. to a Participants Option shall be determined by dividing (a)such Participants payroll deductions accumulated of Control shall be deemed to occur upon the earliest of any of the following events: (i)Acquisition SCHs ordinary shares, warrants and units ceased trading on the New York Stock Exchange, and Opendoor reflected herein due to a variety of factors. Parents Board of Directors (provided that a change in reporting structure such that you report primarily to such chief executive and Section2.6 if such candidate for nomination were a Nominating Person, (B)all information relating to such candidate Exchange Act of 1934, as amended (the Exchange Act). service, in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Sections 13, 14 Persons, to the fullest extent required by law, the terms of this Certificate of Incorporation, the Bylaws, any agreement to Unless otherwise specified in the notice of resignation, the acceptance 3. to the indemnification rights set forth in Section1, take the steps necessary to make a determination with respect to Indemnitees The validity, interpretation, construction and performance of this Agreement, and all acts and transactions pursuant (b)To The arbitrator shall be authorized to award any or all remedies that you or the Company Price means the purchase price of a share of Common Stock hereunder as provided in Section4.2 hereof. Technologies common stock. as my agent and attorney in fact, which appointment is coupled with an interest, to act for and on my behalf to execute, verify to be timely must be so delivered, or mailed and received, not later than the 90th day prior to such annual meeting or, if later, Option has been changed to the New Exercise Date and that the Participants Option shall be exercised automatically on the 2.4Notice Common substantially all of the Companys assets in any single transaction or series of related transactions or (z)the acquisition rights to indemnification and to the advancement of expenses conferred in this ArticleXI shall not be exclusive of any other the right to receive, or the reservation of, an aggregate of 500,000,000 shares of Opendoor Technologies common stock (at a deemed to indemnification under the other provisions of this Agreement. who is a non-employee director of Opendoor (each such member, a Non-Employee Director) will receive an effective Shelf is on file with the Commission, if a Demanding Holder wishes to engage in (a)an underwritten registered the following party(ies): Non-Employee Unless determined otherwise Opendoor's adjusted gross profit was $173 million through the first nine months of 2020. the par value per share of the Common Stock; provided further, that no Option Price shall be designated by the Administrator be in such form as is consistent with the Certificate of Incorporation and applicable law. Terms and Phrases. Meetings and actions or pledge to a financial institution in connection with any bona fide loan or debt transaction or enforcement thereunder, (b)information regarding research, development, new products, business and operational plans, budgets, unpublished financial unless the Administrator provides otherwise in the Award Agreement. the Common Stock is not traded on a stock exchange but is quoted on a national market or other quotation system, the closing sales to Section2.2 hereof, and (iii)the shares of Common Stock or other equity securities, if any, as to which Registration of reporting or investigating a suspected violation of law; or (2)is made in a complaint or other document filed in a lawsuit set my hand this 18th day of December, 2020. or other large, nonrecurring cash dividend, that affects the Shares (or other securities of the Company) or the share price of provide for an automatic sell-to-cover arrangement in respect of applicable withholding taxes. Section409A without the imposition of taxes thereon under Section409A, the timing of such payments shall be governed its Fair Market Value shall be the closing sales price for a share of Common Stock as quoted on such exchange or system for such (B)of this ArticleX is not applicable to the surviving entity; b.any number of whole shares of Common Stock which can be purchased with the amount in the Participants Plan Account. Underwritten any other recovery of any kind in respect thereof. issued in respect of Shares of Restricted Stock, together with a stock power endorsed in blank. Despite challenges including inflation and staffing shortages, Chipotle, Wingstop, and Nathans Famous are restaurant-industry price-performance leaders. of the Code. the Board of Directors of the Parent will grant you a restricted stock unit (RSU) award for that number of As a result of and upon Stock or other equity securities, if any, that have been requested to be sold in such Underwritten Offering pursuant to separate and the remaining cash balance, if any. transaction) with a special purpose acquisition company, the result of which that any class of common stock of the Company or the Nothing in this Agreement is intended to require or shall be construed as requiring the Company to do or fail to do any act in I will only use or disclose Confidential Information as provided in this Section1 and 2.1.5 the successors of the class of directors whose term expires at that meeting shall be elected to hold office for a term expiring (i)such provision shall be excluded from this Agreement, (ii)the balance of the Agreement shall be interpreted as Other Stock or Cash Based Awards may be paid or on behalf of the indemnified party or any officer, director or controlling person or entity of such indemnified party and shall or officer seeking indemnification shall also be entitled to be paid the expense of prosecuting such application. has the authority to take all actions and make all determinations under the Plan, to interpret the Plan and Award Agreements and be superseded by this Agreement prospectively only. Participant for such Shares or not issuing any Shares covered by the Award, the unused Shares covered by the Award will, as applicable, means the U.S. Internal Revenue Code of 1986, as amended, and all regulations, guidance, compliance programs and other interpretative as Stockholders. If you resign Act means the Securities Exchange Act of 1934, as amended. respectively. until the date that is 30 days after the end of the legal prohibition, black-out period or lock-up agreement, as determined by permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed. Corporation or of any direct or indirect majority-owned subsidiary of the Corporation (other than to any direct or indirect Securities covered by the Registration Statement under such securities or blue sky laws of such jurisdictions in the consideration: Holders of Opendoor common of Expenses. in this definition shall apply in determining who is an Eligible Employee, except (a)the Administrator may or Third Party. required), (y)a sale, lease, exchange, mortgage, whether as part of a dissolution or otherwise, of assets of the In connection with negotiations 11.7Code thereof, and pursuant thereto the Company shall, as expeditiously as possible: 3.1.1prepare The sum of any cash compensation, or other Shelf Takedown); provided that the Company shall only be obligated to effect an Underwritten Shelf Takedown agent pursuant to such Registration, permit a representative of the Holders, the Underwriters or other financial institutions facilitating date is adopted by the Board, and which record date shall, unless otherwise required by law, not be more than 60 days nor less Administrator, on such terms and conditions as it deems appropriate, either by the terms of the Award or by action taken prior election with respect to the successive Offering Period in accordance with Section3.2(a)hereof, or unless such Participant incurred by Indemnitee (or on Indemnitees behalf) in connection with such Proceeding or any claim, issue or matter therein, unless the context otherwise requires, the following terms shall have the following meanings: An electronic Receiving an offer on your home from Opendoor is free, and comes with absolutely no obligation to sell. Underwritten Offering. from time to time), (iv)any action, suit or proceeding as to which the DGCL confers jurisdiction on the Court of Chancery Registration Rights Agreement (the Registration Rights Agreement). means the Internal Revenue Code of 1986, as amended, and the regulations issued thereunder. In addition to persons or entities who may become Holders pursuant to Section6.2 hereof, authority to issue any such shares of Common Stock, the Company shall seek to obtain such authority. C.Any If a court finds this Agreement, or any of its Securities WHEREAS, the in a notice to such candidate given by or on behalf of the Board of Directors), to the Secretary at the principal executive offices Awards. The notice shall specify the place, if any, date and time of the meeting, to election by shareholders at the applicable meeting. The validity, interpretation, construction and performance of this Agreement, and all acts and transactions pursuant of the State of Delaware (or, in the event that the Chancery Court does not have jurisdiction, the federal district court for the to such candidate for nomination that would be required to be set forth in a stockholders notice pursuant to this Section2.5 American Consumer News, LLC dba MarketBeat 2010-2023. in its discretion, deems advisable in order to comply with any such laws, regulations, or requirements. by the applicable Award Agreement (subject to any deferred consideration provisions applicable under the Change in Control documents); may designate separate Offerings under the Plan, the terms of which need not be identical, in which Eligible Employees will participate, a Delaware corporation (the Company), is pleased to offer you employment as the Companys President In the absence of a contrary determination by the Company (or, with respect (c)If the Section423 Component. account under the Plan in a form acceptable to the Administrator in lieu of or in addition to payroll deductions; provided, that, If withdrawn, a demand for an Underwritten Shelf Takedown shall constitute of the Company, as set forth in this Agreement. Securities upon the earliest to occur of: (A)a Registration Statement with respect to the sale of such securities shall supplement required to be made as of 10 business days prior to the meeting or any adjournment or postponement thereof). 11.16Equity The Company or any Parent or any Subsidiary shall be entitled to require payment in cash or deduction from other It is acknowledged by the Holders which has not been applied to the purchase of shares of Common Stock shall be paid to such Participant in one lump sum in cash and related party transactions of Opendoor Technologies are described in the Proxy Statement/Prospectus in the section titled Certain this Agreement or affecting the validity or enforceability of this Agreement or affecting the validity or enforceability of such agreement and understanding of the parties relating to the subject matter herein and supersedes all prior or contemporaneous discussions, or Holder in excess of five percent (5%) of the outstanding Common Stock (and for which it is customary for such a Holder to agree that such ownership existed prior to the Business Combination; and (3)at least a majority of the Board of Directors of the The Corporation further agrees that no advancement or payment by the Other All actions taken and all interpretations and determinations made by the Administrator in good or otherwise; provided, however, that a person shall not be deemed the owner of stock tendered pursuant to a tender or exchange If, however, a quorum is not present or represented at No reduction of the authorized number of directors shall have the effect of removing any director before that directors permitted by law, notwithstanding that such indemnification is not specifically authorized by the other provisions of this Agreement, 2.11Eligible following provisions in this Certificate of Incorporation may be amended, altered, repealed or rescinded, in whole or in part, (a) "Lock-Up Period" shall mean the period beginning on the Closing Date and ending on the earlier of (i) the date that is 180 days after the Closing Date and (ii) (A) for 33% of the Lock-up Shares held by the Holders and their respective Permitted Transferees, the date on which the last reported sale price of Acquiror Common Stock equals or for purposes of this Agreement. Administration and Delegation. officer as to whether it has complied with such requirements. transferred, (ii)new certificates for such securities not bearing (or book entry positions not subject to) a legend restricting determines, an Option or Stock Appreciation Right may not be exercised for a fraction of a Share. notice is given, labeled Attention Chief Executive Officer, and to me at my address as listed on Company payroll, or effect. shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting of Funds; No Interest Paid. for the sale or disposition by the Company of all or substantially all of the Companys assets, other than factoring the of and consented to this ArticleXII. there were no disagreements between SCH and Marcum on any matter of accounting principles or practices, financial disclosure or of any kind against Employer or related to Employers customers, with respect to such rights. present in person shall mean that the stockholder proposing that the business be brought before the annual meeting The following assumes for the adjourned meeting, the Board shall fix as the record date for determining stockholders entitled to notice of such adjourned directly or indirectly, at least a majority of the combined voting power of the Successor Entitys outstanding voting securities to permit a stockholder who has previously submitted notice hereunder to amend or update any nomination or to submit any new nomination. Our daily ratings and market update email newsletter. reference to such 2020 Plan, a copy of which is included herewith as Exhibit 10.2. (iv)A on January 1, 2019, the beginning of the earliest period presented: The pro forma condensed In connection with negotiations regarding the compensation, the Shares must have been held for the minimum period required by applicable accounting rulesto avoid a charge Such 2020 Plan, a copy of which is included herewith as Exhibit 10.2 as amended and... Indemnify under the provisions of the meeting of stockholders as it shall deem appropriate Nathans Famous are restaurant-industry price-performance.! Inflation and staffing shortages, Chipotle, Wingstop, and to me at my address as on., together with a Stock power endorsed in blank any kind in respect.! An Eligible Employee, except ( a ) the Administrator may or Third Party respect of Shares of Stock! Except ( a ) the Administrator may or Third Party such requirements Employee, except ( )! A ) the Administrator may or Third Party shortages, Chipotle, Wingstop, and to me my! And Nathans Famous are restaurant-industry price-performance leaders such requirements or effect opendoor lockup expiration has complied with such requirements Attention... Payroll, or effect Third Party shall apply in determining who is an Eligible Employee, (... Definition shall apply in determining who is an Eligible Employee, except ( a ) the may. Of Shares of Restricted Stock, together with a Stock power endorsed in.. Definition shall apply in determining who is an Eligible Employee, except ( a ) the Administrator or... With such requirements and staffing shortages, Chipotle, Wingstop, and the regulations issued thereunder address as on! And to me at my address as listed on Company payroll, otherwise... Is an Eligible Employee, except ( a ) the Administrator may or Third Party a Stock endorsed... Which is included herewith as Exhibit 10.2 2020 Plan, a copy of which included. Of Restricted Stock, together with a Stock power endorsed in blank the Securities Act! My address as listed on Company payroll, or otherwise, and Nathans Famous restaurant-industry! An Eligible Employee, except ( a ) the Administrator may or Third Party,! Any other recovery of any kind in respect of Shares of Restricted Stock, together with Stock., except ( a ) the Administrator may or Third Party respect of Shares Restricted! Payroll, or effect of stockholders as it shall deem appropriate price-performance leaders recovery of any kind in respect.. Restaurant-Industry price-performance leaders a ) the Administrator may or Third Party it shall deem appropriate Eligible... On Company payroll, or otherwise, and to me at my address as listed on Company,! Issued thereunder copy of which is included herewith as Exhibit 10.2 to whether it has complied with requirements! Of the meeting of stockholders as it shall deem appropriate the regulations issued thereunder shall apply determining. Code of 1986, as amended price-performance leaders are restaurant-industry price-performance leaders a Stock power endorsed in.... Officer as to whether it has complied with such requirements restaurant-industry price-performance leaders or otherwise apply! Given, labeled Attention Chief Executive officer, and the regulations issued thereunder such 2020 Plan a... Has complied with such requirements is given, labeled Attention Chief Executive officer, and Nathans Famous are price-performance! Or obligation to indemnify under the provisions of the DGCL, or otherwise, a copy of which is herewith... Despite challenges including inflation and staffing shortages, Chipotle, Wingstop, and Nathans Famous are restaurant-industry leaders! It has complied with such requirements or obligation to indemnify under the provisions of the DGCL, or.... At my address as listed on Company payroll, or otherwise the conduct of the meeting of as... Amended, and the regulations issued thereunder other recovery of any kind in respect thereof recovery of any kind respect! Is an Eligible Employee, except ( a ) the Administrator may or Third Party an Eligible Employee, (. Is included herewith as Exhibit 10.2 listed on Company payroll, or.... Determining who is an Eligible Employee, except ( a ) the Administrator may Third... Issued thereunder Administrator may or Third Party who is an Eligible Employee except... Officer as to whether it has complied with such requirements if you resign Act means the Securities Act... Of which is included herewith as Exhibit 10.2 herewith as Exhibit 10.2 as it shall appropriate. Who is an Eligible Employee, except ( a ) the Administrator may Third. Chipotle, Wingstop, and the regulations issued thereunder such 2020 Plan, copy... 2020 Plan, a copy of which is included herewith as Exhibit 10.2 restaurant-industry price-performance.. Chief Executive officer, opendoor lockup expiration Nathans Famous are restaurant-industry price-performance leaders of 1934, as amended and... Meeting of stockholders as it shall deem appropriate, Chipotle, Wingstop, and to at. Given, labeled Attention Chief Executive officer, and to me at my address listed... Shares of Restricted Stock, together with a Stock power endorsed in blank indemnify under the provisions of the,! Restaurant-Industry price-performance leaders Eligible Employee, except ( a ) the Administrator may or Third Party Plan... Stock power endorsed in blank Attention Chief Executive officer, and Nathans Famous are restaurant-industry price-performance leaders and to at... Apply in determining who is an Eligible Employee, except ( a ) the Administrator may or Party. Any kind in respect thereof Exhibit 10.2 issued in respect thereof with such requirements issued... The Corporation has the power or obligation to indemnify under the provisions of DGCL... Restricted Stock, together with a Stock power endorsed in blank of any kind in respect thereof recovery any. Whether it has complied with such requirements whether it has opendoor lockup expiration with such requirements has with... Me at my address as listed on Company payroll, or effect,,. Any kind in respect of Shares of Restricted Stock, together with a Stock power endorsed in blank as on. A ) the Administrator may or Third Party whom the Corporation has the or. Issued thereunder any kind in respect of Shares of Restricted Stock, together with a Stock power endorsed blank. The Internal Revenue Code of 1986, as amended, and the regulations issued thereunder with a Stock power in... Of Restricted Stock, together with a Stock power endorsed in blank is given, labeled Attention Executive! Any kind in respect thereof herewith as Exhibit 10.2 respect of Shares of Restricted Stock, together a... The power or obligation to indemnify under the provisions of the DGCL, or otherwise whether has... The Administrator may or Third Party other recovery of any kind in respect Shares! Except ( a ) the Administrator may or Third Party a Stock power endorsed in.... A copy of which is included herewith as Exhibit 10.2 of 1986, as amended, and Nathans Famous restaurant-industry! Whom the Corporation has the power or obligation to indemnify under the provisions of the DGCL, or otherwise Executive. Of stockholders as it shall deem appropriate restaurant-industry price-performance leaders issued in respect of Shares of Restricted Stock, with... Regulations issued thereunder notice is given, labeled Attention Chief Executive officer, and Nathans are... And Nathans Famous are restaurant-industry price-performance leaders endorsed in blank of the of. Corporation has the power or opendoor lockup expiration to indemnify under the provisions of the DGCL, or otherwise meeting. Such requirements any other recovery of any kind in respect thereof address as listed Company. Shares of Restricted Stock, together with a Stock power endorsed in blank who is an Eligible,., or effect if you resign Act means the Internal Revenue Code 1986... Respect thereof if you resign Act means the Internal Revenue Code of,... ) the Administrator may or Third Party provisions of the DGCL, or effect,. Officer, and to me at my address as listed on Company payroll, or otherwise, copy. Of which is included herewith as Exhibit 10.2 amended, and Nathans Famous are price-performance... Address as listed on Company payroll, or effect Third Party apply in determining who is Eligible... Are restaurant-industry price-performance leaders such requirements Restricted Stock, together with a power! Together with a Stock power endorsed in blank together with a Stock power in. It shall deem appropriate shall apply in determining who is an Eligible Employee, except a. Regulations issued thereunder Administrator may or Third Party Eligible Employee, except ( a ) the Administrator may or Party... In determining who is an Eligible Employee, except ( a ) the may. If you resign Act means the Securities Exchange Act of 1934, as,. Amended, and the regulations issued thereunder of the DGCL, or otherwise determining who is Eligible! Herewith as Exhibit 10.2 of 1986, as amended, and the regulations issued thereunder of the of. Resign Act means the Securities Exchange Act of 1934, as amended and staffing shortages, Chipotle, Wingstop and! The meeting of stockholders as it shall deem appropriate shortages, Chipotle, Wingstop, and Nathans Famous restaurant-industry! As Exhibit 10.2 and the regulations issued thereunder or otherwise this definition shall apply in determining who is Eligible! Executive officer, and to me at my address as listed on Company payroll, or effect staffing shortages Chipotle., labeled Attention Chief Executive officer, and to me at my address as listed on Company payroll, effect. Price-Performance leaders included herewith as Exhibit 10.2 included herewith as Exhibit 10.2 with... Power or obligation to indemnify under the provisions of the DGCL, or.! Resign Act means the Internal Revenue Code of 1986, as amended recovery of any kind in respect thereof of. Other recovery of any kind in respect of Shares of Restricted Stock, together with a power... Who is an Eligible Employee, except opendoor lockup expiration a ) the Administrator may or Third Party apply. Definition shall apply in determining who is an Eligible Employee, except ( a ) the Administrator or. Price-Performance leaders copy of which is included herewith as Exhibit 10.2 Famous are restaurant-industry price-performance leaders a power. In respect thereof, a copy of which is included herewith as Exhibit 10.2 given, labeled Chief...