exv10w5






Exhibit 10.5




LENDINGCLUB CORPORATION




2007 Stock Incentive Plan




ARTICLE 1




Background and Purpose of the Plan




     Section 1.1 Background. This 2007 Stock Incentive Plan (the “Plan”) permits the grant
of Incentive Stock Options, Nonstatutory Stock Options, Restricted Stock and other stock-based
awards.



     Section 1.2 Purpose. The purposes of the Plan are (a) to attract and retain the best
available personnel for positions of substantial responsibility, (b) to provide additional
incentive to Employees, Directors and Consultants, and (c) to promote the success of the business
of the Company.



     Section 1.3 Eligibility. All of the Company’s Service Providers are eligible to be
granted Awards under the Plan. Incentive Stock Options may be granted only to Employees.



     Section 1.4 Definitions. Capitalized terms used in the Plan and not otherwise defined
herein shall have the meanings assigned to such terms in the attached Appendix.



ARTICLE 2




Shares Subject To The Plan




     Section 2.1 Shares Subject to the Plan. Subject to adjustment under Section 2.3, the
number of shares of Common Stock initially reserved for issuance pursuant to Awards made under the
Plan shall not exceed                      Shares. Shares issued under the Plan may consist in
whole or in part of authorized but unissued shares or treasury shares.



     Section 2.2 Lapsed Awards. If an Award expires or is terminated, surrendered or
cancelled without having been exercised in full, or is surrendered pursuant to an Exchange Program,
or is otherwise forfeited in full or in part, including as a result of Restricted Stock or Optioned
Stock or other Shares constituting or subject to an Award being repurchased by the Company pursuant
to the contractual repurchase right as specified in the Award Agreement, then the unissued Shares
which were subject to such Award and/or such surrendered, cancelled or forfeited Shares (as the
case may be) shall become available for future grant or sale under the Plan (unless the Plan has
terminated), subject however, in the case of Incentive Stock Options to any limitations under the
Code. If an Award is exercised, in whole or in part, by delivery or attestation of Shares under
Section 4.3(b), the number of Shares deemed to have been issued under the Plan shall be the number
of Shares which were subject to the Award or portion thereof so exercised and not the net number of
Shares actually issued upon such exercise.



     Section 2.3 Adjustments. In the event that there is any stock dividend on the Shares
payable in Shares, or any stock split, reverse stock split, combination or reclassification of



 









 







Shares, or any other increase in the number of outstanding Shares without receipt of
consideration by the Company, then the maximum aggregate number and class of securities available
for Awards under Section 2.1 of the Plan, the maximum number and class of securities issuable to a
Service Provider under Section 4.1(c) of the Plan, and any other limitation under this Plan on the
maximum number and class of securities issuable to an individual or in the aggregate, and the price
of securities covered by each outstanding Option shall be proportionately adjusted by the
Administrator as it deems equitable in its absolute discretion to prevent dilution or enlargement
of the rights of the Participants; provided that any fractional Shares resulting from such
adjustments shall be eliminated. The Administrator’s determination with respect to any such
adjustments shall be conclusive.



ARTICLE 3




Administration of the Plan




     Section 3.1 Board and Committees. The Plan shall be administered by (i) the Board or
(ii) a Committee which shall comply with Applicable Laws. Different Committees with respect to
different groups of Service Providers may administer the Plan.



     Section 3.2 Powers of the Administrator. Subject to the provisions of the Plan, and
in the case of a Committee, subject to the specific duties delegated by the Board to such
Committee, the Administrator shall have the authority, in its discretion: (a) to determine the Fair
Market Value; (b) to select the Service Providers to whom Awards may be granted hereunder; (c) to
determine the number of shares of Common Stock to be covered by each Award granted hereunder;
provided, however that in no event shall Awards with more than the number of Shares reserved under
the Plan pursuant to Section 2.1 be granted to any Service Provider in any fiscal year; (d) to
approve forms of agreement for use under the Plan; (e) to determine the terms and conditions, not
inconsistent with the terms of the Plan, of any Award granted hereunder, such terms and conditions
including, without limitation, the exercise price, the time or times when Awards may be exercised
(which may be based on performance criteria), any vesting, acceleration or waiver of forfeiture
restrictions, and any restriction or limitation regarding any Award or the shares of Common Stock
relating thereto, based in each case on such factors as the Administrator, in its sole discretion,
shall determine; (f) to institute an Exchange Program; (g) to construe and interpret the terms of
the Plan and awards granted pursuant to the Plan; (h) to prescribe, amend and rescind rules and
regulations relating to the Plan, including rules and regulations relating to sub-plans established
for the purpose of satisfying applicable foreign laws; (i) to modify or amend each Award (subject
to Section 10.4 of the Plan), including the discretionary authority to extend the post-termination
exercisability period of Options longer than is otherwise provided for in the Plan; (j) to allow
Participants to satisfy withholding tax obligations by electing to have the Company withhold from
the Shares to be issued upon exercise of an Award that number of Shares having a Fair Market Value
equal to the minimum amount required to be withheld (the Fair Market Value of the Shares to be
withheld shall be determined as of the date that the amount of tax to be withheld is to be
determined and all elections by a Participant to have Shares withheld for this purpose shall be
made in such form and under such conditions as the Administrator may deem necessary or advisable);
(k) to authorize any person to execute on behalf of the Company any instrument required to effect
the grant of an Award previously granted by the Administrator; (1) allow a Participant to defer the



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receipt of the payment of cash or the delivery of Shares that would otherwise be due to such
Participant under an Award, and (m) to make all other determinations deemed necessary or advisable
for administering the Plan.



     Section 3.3 Effect of Administrator’s Decision. The Administrator’s decisions,
determinations and interpretations shall be final and binding on all Participants and any other
holders of Awards.



     Section 3.4 Delegation to Executive Officers. To the extent permitted by Applicable
Law, the Board may delegate to one or more executive officers of the Company the power to grant
Awards to Employees and to exercise such other powers under the Plan as the Board may determine,
provided that the Administrator shall fix the terms of the Awards to be granted by such executive
officers (including the exercise price of such Awards, which may include a formula by which the
exercise price will be determined) and the maximum number of shares subject to Awards that the
executive officers may grant; provided, however, that no executive officer shall be authorized to
grant Awards to any “executive officer” of the Company (as defined by Rule 3b~7 under the Exchange
Act) or to any “officer” of the Company (as defined by Rule 16a-l under the Exchange Act).



ARTICLE 4




Stock Options




     Section 4.1 Limitations.



          (a) No Option shall have a term in excess of 10 years measured from the date of grant;
provided, however, that in the case of any Incentive Stock Option granted to a 10% Stockholder, the
term of such Incentive Stock Option shall not exceed five years measured from the date of grant.



          (b) Subject to Section 4.6, the exercise price per share of an Option shall not be less than
100% of the Fair Market Value per Share on the date of grant; provided, however, that in the case
of any Incentive Stock Option granted to a 10% Stockholder, the exercise price per share of such
Incentive Stock Option shall not be less than 110% of the Fair Market Value per share of Common
Stock on the date of grant of the Option.



          (c) Each Option shall be designated in the Award Agreement as either an Incentive Stock Option
or a Nonstatutory Stock Option. However, notwithstanding such designation, to the extent that the
aggregate Fair Market Value of the Shares with respect to which Incentive Stock Options are
exercisable for the first time by the Participant during any calendar year (under all plans of the
Company and any Parent or Subsidiary of the Company) exceeds $100,000, such Options shall be
treated as Nonstatutory Stock Options. For purposes of this Section 4.1(c), Incentive Stock
Options shall be taken into account in the order in which they were granted. The Fair Market Value
of the Shares shall be determined as of the date that the Option with respect to such Shares is
granted.



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          (d) The Company shall have no liability to a Participant, or any other party, if an Option (or
any part thereof) which is intended to be an Incentive Stock Option is not an Incentive Stock
Option.



     Section 4.2 Terms of Option. Subject to Section 4.1, the term, exercise price,
vesting schedule and other conditions and limitations applicable to each Option shall be as
determined by the Administrator and shall be stated in the Award Agreement.



     Section 4.3 Form of Consideration. The Administrator shall determine the acceptable
form of consideration for exercising an Option, including the method of payment. In the case of an
Incentive Stock Option, the Administrator shall determine the acceptable form of consideration at
the time of grant. To the extent approved by the Administrator, the consideration for exercise of
an Option may be paid as follows:



          (a) by cash, check or other cash equivalent approved by the Administrator;



          (b) subject to the last paragraph of this Section 4.3, by the tendering of other Shares to the
Company or the attestation to the ownership of the Shares that otherwise would be tendered to the
Company in exchange for the Company’s reducing the number of Shares necessary for payment in full
of the Option price for the Shares so purchased;



          (c) any combination of the forms of consideration set forth in subsections (a) and (b) above.



          Shares tendered or attested to in exchange for Shares issued under the Plan may not be shares
of Restricted Stock at the time they are tendered or attested to. The Administrator shall
determine acceptable methods for tendering or attesting to Shares to exercise an Option under the
Plan and may impose such limitations and prohibitions on the use of Shares to exercise Options as
it deems appropriate. For purposes of determining the amount of the Option price satisfied by
tendering or attesting to Shares, such Shares shall be valued at their Fair Market Value on the
date of tender or attestation, as applicable. The date of exercise shall be deemed to be the date
that the notice of exercise and payment of the Option price are received by the Administrator.



     Section 4.4 Exercise of Option.



          (a) Procedure for Exercise: Rights as a Stockholder. Any Option granted hereunder
shall be exercisable according to the terms of the Plan and at such times and under such conditions
as determined by the Administrator and set forth in the Award Agreement. An Option may not be
exercised for a fraction of a Share. An Option shall be deemed exercised when the Company
receives: (i) written or electronic notice of exercise (in accordance with the Award Agreement)
from the person entitled to exercise the Option and (ii) full payment for the Shares with respect
to which the Option is exercised. Shares issued upon exercise of an Option shall be issued in the
name of the Participant. The Shares shall be deemed issued, and the Participant shall be deemed
the record holder of the Optioned Stock, on the date when the Option has been deemed exercised in
accordance with this Section 4.4(a). Until such date, no right to vote or receive dividends or any
other rights as a stockholder shall exist with respect to the Optioned Stock, notwithstanding the
exercise of the Option. No adjustment will be made for a



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dividend or other right for which the record date is prior to the date the Shares are issued.
Notwithstanding anything in this Section 4.4(a) to the contrary, in the event that the Company
effects a split of the Common Stock by means of a stock dividend and the exercise price of and
number of shares subject to an Option are adjusted as of the date of distribution of the dividend
(rather than as of the record date for such dividend), then a Participant who exercises such Option
between the record date and the distribution date for such stock dividend shall be entitled to
receive, on the distribution date, the stock dividend with respect to the Optioned Stock,
notwithstanding the fact that such Optioned Stock was not outstanding as of the close of business
on the record date for such stock dividend.




          (b) Termination of Relationship as a Service Provider. If a Participant ceases to be
a Service Provider, other than upon the Participant’s death or Disability, the Participant may
exercise his or her Option within such period of time as is specified in the Award Agreement to the
extent that the Option is vested on the date of termination (but in no event later than the
expiration of the term of such Option as set forth in the Award Agreement). In the absence of a
specified time in the Award Agreement, the Option shall remain exercisable for three months
following the Participant’s termination.



          (c) Disability of Participant. If a Participant ceases to be a Service Provider as a
result of the Participant’s Disability, the Participant may exercise his or her Option within such
period of time as is specified in the Award Agreement to the extent the Option is vested on the
date of termination (but in no event later than the expiration of the term of such Option as set
forth in the Award Agreement). In the absence of a specified time in the Award Agreement, the
Option shall remain exercisable for 12 months following the Participant’s termination.



          (d) Death of Participant. If a Participant dies while a Service Provider, the Option
may be exercised following the Participant’s death within such period of time as is specified in
the Award Agreement to the extent that the Option is vested on the date of death (but in no event
may the option be exercised later than the expiration of the term of such Option as set forth in
the Award Agreement), by the Participant’s designated beneficiary, provided such beneficiary has
been designated prior to Participant’s death in a form acceptable to the Administrator. If no such
beneficiary has been designated by the Participant, then such Option may be exercised by the
personal representative of the Participant’s estate or by the person(s) to whom the Option is
transferred pursuant to the Participant’s will or in accordance with the laws of descent and
distribution. In the absence of a specified time in the Award Agreement, the Option shall remain
exercisable for 12 months following Participant’s death.



     Section 4.5 Repurchase Rights.



          (a) If the Participant ceases to be a Service Provider for any reason (with or without cause),
including, without limitation, as the result of the Participant’s death or Disability, the Company
shall have the right to repurchase any or all of such Shares within such period of time and for
such purchase price and upon such other terms and conditions as specified in the Award Agreement.



          (b) The Administrator shall have the discretion to grant Options which are exercisable for
unvested Shares. If the Participant ceases to be a Service Provider while holding



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such unvested Shares, the Company shall have the right to repurchase any or all of those
unvested Shares within such period of time and for such purchase price and upon such other terms
and conditions as specified in the Award Agreement.




          (c) The terms upon which the repurchase rights set forth in Sections 4.5(a) and (b) above
shall be exercisable by the Administrator (including the period and procedure for exercise and the
appropriate vesting schedule for the purchased Shares) shall be established by the Administrator
and set forth in the Award Agreement.



     Section 4.6 Substitute Awards. In connection with a merger or consolidation of an
entity with the Company or the acquisition by the Company of property or stock of an entity, the
Administrator may grant Awards in substitution for any options or other stock or stock-based awards
granted by such entity or an affiliate thereof. Such substitute Awards may be granted on such
terms as the Administrator deems appropriate in the circumstances, notwithstanding any limitations
on Awards contained in the Plan.



ARTICLE 5




Restricted Stock




     Section 5.1 Grant of Restricted Stock. Subject to the terms and provisions of the
Plan, the Administrator, at any time and from time to time, may grant Shares of Restricted Stock to
Service Providers in such amounts as the Administrator, in its sole discretion, shall determine.



     Section 5.2 Restricted Stock Agreement. Each Award of Restricted Stock shall be
evidenced by an Award Agreement that shall specify the Period of Restriction, the number of Shares
granted, and such other terms and conditions as the Administrator, in its sole discretion, shall
determine. Unless the Administrator determines otherwise, Shares of Restricted Stock shall be held
by the Company as escrow agent until the restrictions on such Shares have lapsed.



     Section 5.3 Transferability. Except as provided in this Article 5, Shares of
Restricted Stock may not be sold, transferred, pledged, assigned, or otherwise alienated or
hypothecated until the end of the applicable Period of Restriction.



     Section 5.4 Other Restrictions. The Administrator, in its sole discretion, may impose
such other restrictions on Shares of Restricted Stock as it may deem advisable or appropriate.



     Section 5.5 Removal of Restrictions. Except as otherwise provided in this Article 5,
Shares of Restricted Stock covered by each Restricted Stock grant made under the Plan shall be
released from escrow as soon as practicable after the last day of the Period of Restriction. The
Administrator, in its discretion, may accelerate the time at which any restrictions shall lapse or
be removed. Subject to Section 8.4, after the restrictions have lapsed, the Service Provider shall
be entitled to have any legend or legends relating to restrictions provided pursuant to this
Article 5 removed from his or her Share certificate, and the Shares shall be freely transferable by
the Service Provider.



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     Section 5.6 Voting Rights. During the Period of Restriction, Service Providers
holding Shares of Restricted Stock granted hereunder may exercise full voting rights with respect
to those Shares, unless otherwise provided in the Award Agreement.



     Section 5.7 Dividends and Other Distributions. During the Period of Restriction,
Service Providers holding Shares of Restricted Stock shall be entitled to receive all dividends and
other distributions paid with respect to such Shares unless otherwise provided in the Award
Agreement. If any such dividends or distributions are paid in Shares, the Shares shall be subject
to the same restrictions on transferability and forfeitability as the Shares of Restricted Stock
with respect to which they were paid.



     Section 5.8 Right of Repurchase of Restricted Stock.



          (a) The Company shall have the right to repurchase any or all of such Shares of Restricted
Stock within such period of time and for such purchase price and upon such terms and conditions as
are specified in the Award Agreement.



          (b) The Company shall have the right to repurchase any or all of such shares that are no
longer Restricted Stock within such period of time and for such purchase price and upon such terms
and conditions as are specified in the Award Agreement.



     Section 5.9 Performance Criteria.



          (a) The Administrator may provide for the lapse or removal of restrictions on Restricted Stock
using one or more of the performance objectives set forth on Schedule A and/or such other
performance objectives as the Administrator may determine in its sole discretion. Any such
performance objective shall be sufficiently specific that a third party having knowledge of the
relevant facts could determine whether the objective is met.



          (b) If the Administrator provides for the lapse or removal of restrictions on Restricted Stock
based on performance objectives, the Administrator shall, at the time it establishes the
performance objectives, specify the period over which the performance objectives relate. The
establishment of the actual performance objectives and, if an Award of Restricted Stock is based on
more than one performance objective, the relative weighting of such criteria, shall be at the sole
discretion of the Administrator.



ARTICLE 6




Other Stock-Based Awards




     Section 6.1 Other Stock-Based Awards. The Administrator shall have the right to grant
other Awards based upon the Common Stock having such terms and conditions as the Administrator may
determine, including without limitation the grant of Shares based upon certain conditions, the
grant of securities convertible into Shares, the grant of performance units or performance shares
and the grant of stock appreciation rights.



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ARTICLE 7




Option Grants to Outside Directors




     Section 7.1 Grants. Options may be granted to Outside Directors in accordance with
the policies established from time to time by the Board specifying the number of Shares (if any) to
be subject to each such Award and the time(s) at which such Awards shall be granted.



     Section 7.2 Type of Options. All Options granted pursuant to this Article 7 shall be
Nonstatutory Stock Options and, except as otherwise provided herein, shall be subject to the other
terms and conditions of the Plan.



ARTICLE 8




Additional Terms of Awards




     Section 8.1 Transferability of Awards. Unless determined otherwise by the
Administrator, an Award may not be sold, pledged, assigned, hypothecated, transferred, or disposed
of in any manner other than by will or by the laws of descent or distribution and may be exercised,
during the lifetime of the Participant, only by the Participant. If the Administrator makes an
Award transferable, such Award shall contain such additional terms and conditions as the
Administrator deems appropriate. Notwithstanding the foregoing, subject to the approval of the
Administrator in its sole discretion, Awards other than Incentive Stock Options may be transferable
to members of the immediate family of the Participant and to one or more trusts for the benefit of
such family members, partnerships in which such family members are the only partners, or
corporations in which such family members are the only stockholders. “Members of the immediate
family” means the Participant’s spouse, children, stepchildren, grandchildren, parents,
grandparents, siblings (including half brothers and sisters), and individuals who are family
members by adoption.



     Section 8.2 No Effect on Employment or Service. Neither the Plan nor any Award shall
confer upon a Participant any right with respect to continuing the Participant’s relationship as a
Service Provider with the Company, nor shall they interfere in any way with the Participant’s right
or the Company’s right to terminate such relationship at any time, with or without cause, to the
extent permitted by Applicable Laws.



     Section 8.3 Date of Grant. The date of grant of an Award shall be, for all purposes,
the date on which the Administrator grants such Award, or such later date as is specified by the
Administrator as the date of grant. Notice of any grant shall be provided to each Participant
within a reasonable time after the date of such grant.



     Section 8.4 Conditions Upon Issuance of Shares. The Company will not be obligated to
deliver any Shares pursuant to the Plan or to remove restrictions from Shares previously delivered
under the Plan until (a) all conditions of the Award have been met or removed to the satisfaction
of the Administrator, (b) subject to approval of the Company’s counsel, all other legal matters in
connection with the issuance and delivery of such shares have been satisfied, including any
Applicable Laws and (c) the Participant has executed and delivered to the



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Company such representations or agreements as the Administrator may consider appropriate to
satisfy the requirements of Applicable Laws.




     Section 8.5 Inability to Obtain Authority. The inability of the Company to obtain
authority from any regulatory body having jurisdiction, which authority is deemed by the Company’s
counsel to be necessary to the lawful issuance and sale of any Shares hereunder, shall relieve the
Company of any liability in respect of the failure to issue or sell such Shares as to which such
requisite authority shall not have been obtained.



     Section 8.6 Withholding.



          (a) Withholding Requirements. Prior to the delivery of any Shares or cash pursuant to
an Award (or exercise thereof), the Company shall have the power and the right to deduct or
withhold, or require a Participant to remit to the Company, an amount sufficient to satisfy
federal, state, and local taxes (including the Participant’s FICA obligation) required to be
withheld with respect to such Award (or exercise thereof).



          (b) Withholding Arrangements. The Administrator, in its sole discretion and pursuant
to such procedures as it may specify from time to time, may permit a Participant to satisfy such
tax withholding obligation, in whole or in part by (a) electing to have the Company withhold
otherwise deliverable Shares or (b) delivering to the Company already-owned Shares having a Fair
Market Value equal to the amount required to be withheld. The amount of the withholding
requirement shall be deemed to include any amount which the Administrator agrees may be withheld at
the time the election is made, not to exceed the amount determined by using the maximum federal,
state or local marginal income tax rates applicable to the Participant with respect to the Award on
the date that the amount of tax to be withheld is to be determined. The Fair Market Value of the
Shares to be withheld or delivered shall be determined as of the date that the taxes are required
to be withheld.



ARTICLE 9




Dissolution or Liquidation or Other Events




     Section 9.1 Dissolution or Liquidation. In the event of the proposed dissolution or
liquidation of the Company, the Administrator shall provide written notice to each Participant at
least 20 days prior to the effective date of such proposed transaction. To the extent it has not
been previously exercised, an Award will terminate immediately prior to the consummation of such
proposed action. The Administrator may specify the effect of a liquidation or dissolution on any
Award of Restricted Stock or other Award at the time of grant of such Award.



     Section 9.2 Reorganization.



          (a) Upon the occurrence of a Reorganization Event, subject to subsection (b) below, each
outstanding Option shall be assumed or an equivalent option substituted by the successor
corporation or a Parent or Subsidiary of the successor corporation.



          (b) In the event that the successor corporation does not assume the Option or an equivalent
Option is not substituted, then the Administrator shall, upon written or electronic



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notice to each Participant, provide that one of the following will occur: (i) all Options must
be exercised (either to the extent then exercisable or, at the discretion of the Administrator upon
a change of control of the Company, all Options being made fully exercisable for purposes of this
clause (i)) as of a specified time prior to the Reorganization Event and will thereafter terminate
immediately prior to the consummation of such Reorganization Event except to the extent exercised
by the Participants prior to the consummation of the Reorganization Event; or (ii) all outstanding
Options will terminate upon consummation of such Reorganization Event and each Participant will
receive, in exchange therefore, a cash payment equal to the amount (if any) by which (x) the
Acquisition Price multiplied by the number of shares of Common Stock subject to such outstanding
Options (which may, in the Administrator’s discretion, be limited to Options then exercisable or
include Options then not exercisable), exceeds (y) the aggregate exercise price of such Options.




          (c) For the purposes of this Section 9.2, the Option shall be considered assumed if, following
consummation of the Reorganization Event, the option confers the right to purchase or receive, for
each Share of Optioned Stock subject to the Option immediately prior to the Reorganization Event,
the consideration (whether stock, cash, or other securities or property) received in the
Reorganization Event by holders of Common Stock for each Share held immediately prior to the
consummation of the Reorganization Event (and if holders were offered a choice of consideration,
the type of consideration chosen by the holders of a majority of the outstanding Shares). If such
consideration received in the Reorganization Event is not solely common stock of the successor
corporation or a Parent or Subsidiary thereof, then the Administrator may, with the consent of the
successor corporation, provide for the consideration to be received upon the exercise of the Option
for each Share of Optioned Stock subject to the Option to be solely common stock of the successor
corporation or a Parent or Subsidiary thereof equal in fair market value to the per share
consideration received by holders of Common Stock in the Reorganization Event, and in such case
such Options shall be considered assumed for the purposes of this Section 9.2.



ARTICLE 10




Term, Amendment and Termination of Plan




     Section 10.1 Term of Plan. The Plan shall become effective on the date of its
adoption by the Board; provided, however, that no Option shall be exercisable by a Participant
unless and until the Plan shall have been approved by the stockholders of the Company in accordance
with the provisions of its Certificate of Incorporation and By-laws, which approval shall be
obtained by a majority vote of stockholders, voting either in person or by proxy, at a duly held
stockholder’s meeting, or by written consent, within 12 months before or after the adoption of the
Plan by the Board.



     Section 10.2 Termination of the Plan. The Plan shall terminate upon the earliest to
occur of (i) the tenth anniversary of the date on which the Plan is approved by the stockholders of
the Company, (ii) the date on which all Shares available for issuance under the Plan have been
issued as fully vested Shares, and (iii) the termination of all outstanding Options in connection
with a Reorganization Event.



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     Section 10.3 Amendment of the Plan. The Board may at any time amend, alter, suspend
or terminate the Plan. The Company shall obtain stockholder approval of any Plan amendment to the
extent necessary to comply with Applicable Laws.



     Section 10.4 Effect of Amendment or Termination. No amendment, alteration, suspension
or termination of the Plan shall impair the rights of any Participant, unless mutually agreed
otherwise between the Participant and the Administrator, which agreement must be in writing and
signed by the Participant and the Company. Termination of the Plan shall not affect the
Administrator’s ability to exercise the powers granted to it hereunder with respect to Awards
granted under the Plan prior to the date of such termination.



ARTICLE 11




Miscellaneous




     Section 11.1 Authorization of Sub-Plans. The Board may from time to time establish
one or more sub-plans under the Plan for purposes of satisfying applicable blue sky, securities or
tax laws of various jurisdictions. The Board shall establish such sub-plans by adopting
supplements to this Plan containing (i) such limitations on the Board’s discretion under the Plan
as the Board deems necessary or desirable and (ii) such additional terms and conditions not
otherwise inconsistent with the Plan as the Board shall deem necessary or desirable. All
supplements adopted by the Board shall be deemed to be part of the Plan, but each supplement shall
apply only to Participants within the affected jurisdiction and the Company shall not be required
to provide copies of any supplement to Participants in any jurisdiction which is not the subject of
such supplement.



     Section 11.2 Governing Law. The provisions of the Plan and all Awards made hereunder
shall be governed by and interpreted in accordance with the laws of the State of Delaware,
regardless of the laws that might otherwise govern under applicable principles of conflicts of laws
thereof.



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APPENDIX



As used in the Plan, the following terms shall have the following meanings:




          (a) “Acquisition Price” means, in a Reorganization Event in which the consideration received
by holders of Common Stock consists solely of cash, the amount of cash to which a holder of one
share of Common Stock is entitled pursuant to such Reorganization Event.



          (b) “Administrator” means the Board or any of its Committees as shall be administering the
Plan, in accordance with Article 3 of the Plan.



          (c) “Applicable Laws” means the requirements relating to the administration of stock incentive
plans under applicable state corporation laws, United States federal and state securities laws, the
Code, any stock exchange or quotation system on which the Common Stock is listed or quoted and the
applicable laws of any foreign country or jurisdiction where Awards are, or will be, granted under
the Plan.



          (d) “Award” means, individually or collectively, a grant under the Plan of Options, Restricted
Stock or other stock-based awards.



          (e) “Award Agreement” means the written agreement setting forth the terms and provisions
applicable to each Award granted under the Plan, The Award Agreement is subject to the terms and
conditions of the Plan.



          (f) “Board” means the board of directors of the Company.



          (g) “Code” means the Internal Revenue Code of 1986, as amended. Any reference to a section of
the Code herein shall be a reference to any regulations promulgated under such section, and shall
further reference any successor or amended section of such section of the Code that is so referred
to and any regulations thereunder.



          (h) “Committee” means a committee of the Board appointed by the Board in accordance with
Article 3 of the Plan.



          (i) “Common Stock” means the Company’s common stock.



          (j) “Company” means LendingClub Corporation, a Delaware corporation, or any successor thereto.



          (k) “Consultant” means any natural person, including an advisor, engaged by the Company or a
Parent or Subsidiary of the Company to render services to such entity.



          (l) “Director” means a member of the Board.



          (m) “Disability” means total and permanent disability as defined in Section 22(e)(3) of the
Code.



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          (n) “Employee” means any person who is an employee, as defined in Section 3401(c) of the Code,
of the Company or any Parent or Subsidiary of the Company or any other entity the employees of
which are permitted to receive Incentive Stock Options under the Code. Neither service as a
Director nor payment of a director’s fee by the Company shall be sufficient to constitute
“employment” by the Company.



          (o) “Exchange Act” means the Securities Exchange Act of 1934, as amended.



          (p) “Exchange Program” means a program under which, with the consent of the affected
Participants, (i) outstanding Awards are surrendered or cancelled in exchange for Awards of the
same type (which may have lower exercise prices and different terms), Awards of a different type,
and/or cash, and/or (ii) the exercise price of an outstanding Award is reduced or increased. The
terms and conditions of any Exchange Program shall be determined by the Administrator in its sole
discretion.



          (q) “Fair Market Value” means, as of any date, the value of Common Stock as determined in good
faith by the Administrator.



          (r) “Fiscal Year” means the fiscal year of the Company.



          (s) “Incentive Stock Option” means an Option intended to qualify as an incentive stock option
within the meaning of Section 422 of the Code.



          (t) “Inside Director” means a Director who is an Employee.



          (u) “Nonstatutory Stock Option” means an Option not intended to qualify as an Incentive Stock
Option.



          (v) “Option” means a stock option granted pursuant to the Plan.



          (w) “Optioned Stock” means the Common Stock subject to an Award.



          (x) “Outside Director’ means a Director who is not an Employee.



          (y) “Parent” means a “parent corporation”, whether now or hereafter existing, as defined in
Section 424(e) of the Code.



          (z) “Participant” means the holder of an outstanding Award granted under the Plan.



          (aa) “Period of Restriction” means the period during which the transfer of Shares of
Restricted Stock are subject to restrictions and therefore, the Shares are subject to a substantial
risk of forfeiture. Such restrictions may be based on the passage of time, the achievement of
target levels of performance, or the occurrence of other events as determined by the Administrator,
in its discretion.



          (bb) “Reorganization Event” means:



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               (i) any merger or consolidation of the Company with or into another entity as a result of
which all of the Common Stock is converted into or exchanged for the right to receive cash,
securities or other property; or



               (ii) any exchange of all of the Common Stock for cash, securities or other property pursuant
to a share exchange transaction.



          (cc) “Restricted Stock” means shares of Common Stock issued pursuant to Article 5 of the
Plan.



          (dd) “Service Provider’’ means an Employee, Director or Consultant.



          (ee) “Shares” means shares of Common Stock.



          (ff) “Subsidiary” means a “subsidiary corporation”, whether now or hereafter existing, as
defined in Section 424(f) of the Code.



          (gg) “10% Stockholder” means the owner of stock (as determined under Code Section 424(d)
possessing more than 10% of the total combined voting power of all classes of stock of the Company
(or any Parent or Subsidiary).



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SCHEDULE A



I.      General Financial Criteria



To be provided.



II.     Operational Criteria



To be provided.





 









 








AMENDMENT NO. 1

TO THE 2007 STOCK INCENTIVE PLAN

OF LENDINGCLUB CORPORATION




     In accordance with resolutions adopted by the Board of Directors of LendingClub Corporation
(the “Company”) on March 1 2007, and by the Company’s stockholders, on March 1, 2007, the first
sentence of Section 2.1 of the Company’s 2007 Stock Incentive Plan (the “Plan”) is hereby amended
to read in its entirety as follows:




“Subject to adjustment under Section 2.3, the number of shares of Common Stock
available for sale upon exercise of options granted under the Plan shall not exceed
114 Shares.”




 









 








AMENDMENT NO. 2

TO THE 2007 STOCK INCENTIVE PLAN

OF LENDINGCLUB CORPORATION




     In accordance with resolutions adopted by the Board of Directors of LendingClub Corporation
(the “Company”) on August 16, 2007, and by the Company’s stockholders, on August 16, 2007, the
first sentence of Section 2.1 of the Company’s 2007 Stock Incentive Plan (the “Plan”) is hereby
amended to read in its entirety as follows:




“Subject to adjustment under Section 2.3, the number of shares of Common Stock
available for sale upon exercise of options granted under the Plan shall not
exceed 3,692,000 Shares.”