AMENDMENT TO 2019 RSU AWARD AGREEMENT ISSUED UNDER THE 2014 EQUITY INCENTIVE PLAN
Exhibit 10.10
AMENDMENT TO 0000 XXX AWARD AGREEMENT
ISSUED UNDER THE 2014 EQUITY INCENTIVE PLAN
This AMENDMENT TO 2019 AWARD AGREEMENT (this “Amendment”), dated as of February 7, 2023 (the “Effective Date”), is entered into by and between LENDINGCLUB CORPORATION, a Delaware corporation (the “Company”), and Xxxxx Xxxxxxx (“Participant”), and amends the following Award Agreement entered into by and between the Company and the Participant (the “RSU Award Agreement”): Xxxxx XX 0000000, dated February 24, 2019, evidencing 159,745 Restricted Stock Units.
Capitalized terms used but not otherwise defined in this Amendment shall have the respective meanings set forth in the Company’s 2014 Equity Incentive Plan, as amended (the “Plan”).
Recitals
A. The Company and Participant wish to amend certain provisions of the RSU Award Agreement as of the Effective Date to provide that the remaining 9,985 of unvested RSUs evidenced by the RSU Agreement shall be cash settled (the “Purpose”).
B. Pursuant to the RSU Award Agreement, such amendment must be set forth in a written agreement by and between the Company and Participant.
Amendment
NOW THEREFORE, in consideration of foregoing premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and Participant hereby agree as follows:
1.Amendment of RSU Award Agreement. Section 1 of the RSU Award Agreement is hereby amended and restated, as of the Effective Date, in its entirety as follows:
“1. Settlement. Settlement of RSUs shall be made in the same calendar year as the applicable date of vesting under the vesting schedule set forth in the Notice; provided, however, that if the vesting date under the vesting schedule set forth in the Notice is in December, then settlement of any RSUs that vest in December shall be within 30 days of vesting. Settlement of RSUs shall be in cash. Settlement means the delivery of cash in an amount equal to the product of (a) the Fair Market Value of a Share on the vesting date, multiplied by (b), the number of RSUs that vest. No fractional RSUs or rights for fractional Shares (or corollary cash payment) shall be created pursuant to this RSU Agreement.”
2.Interpretation. The Company and Participant acknowledge and agree that the intent of this Amendment is to effectuate the Purpose and delegate to the Company’s legal department the authority to resolve any ambiguities or conflicts in or caused by this Amendment in a manner that it deems consistent with effectuating the Purpose.
3.No Other Amendments. Except as expressly amended hereby, the provisions of the RSU Award Agreement are and will remain in full force and effect and, except as expressly provided herein, nothing in this Amendment will be construed as a waiver of any of the rights or obligations of the Company and Participant under the RSU Award Agreement.
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4.Counterparts. This Amendment may be executed in counterparts, each of which when signed by the Company or Participant will be deemed an original and all of which together will be deemed the same agreement.
5.Entire Agreement. This Amendment, the RSU Award Agreement and the Plan contain the entire understanding and agreement of the Company and Participant concerning the subject matter hereof, and collectively supersede any other agreement or understandings, written or oral, between the parties with respect thereto.
6.Governing Law. This Amendment and the rights of all persons claiming hereunder will be construed and determined in accordance with the laws of the State of California without giving effect to the conflict of law principles thereof.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first written above.
| LENDINGCLUB CORPORATION | |||||
| By: | /s/ Xxxxxx XxXxxxx | ||||
| Name: | Xxxxxx XxXxxxx | ||||
| Title: | Chief Financial Officer | ||||
| PARTICIPANT | |||||
| Signature: | /s/ Xxxxx Xxxxxxx | ||||
| Name: | Xxxxx Xxxxxxx | ||||
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