Document

Exhibit 10.18


Chris Lapointe,
In recognition of your continued growth and success at SoFi, I am happy to inform you that you are  being promoted. The details of your promotion are  as  follows:
Effective Date: September 14, 2020
Business Title: Chief Financial Officer
Base Pay: $450,000 per year
Bonus Target: 100%,  paid annually and dependent on  Company and individual performance in accordance with the annual bonus plan
Equity Award: 500,000 RSUs
Your restricted stock units (“RSUs”) grant is subject to the approval of the Company’s Compensation Committee of the Board of Directors. The RSU grant will vest over a seventeen quarter schedule, provided you remain employed with the Company. The vesting commencement date of your new award is September 14, 2020.
						
	Vest Date
	# of  RSUs

	12/14/2020
	20,096

	3/14/2021
	18,509

	6/14/2021
	18,510

	9/14/2021
	18,510

	12/14/2021
	18,510

	3/14/2022
	26,322

	6/14/2022
	26,322

	9/14/2022
	26,322

	12/14/2022
	26,322

	3/14/2023
	34,759

	6/14/2023
	34,760

	9/14/2023
	34,760

	12/14/2023
	34,760

	3/14/2024
	40,384

	6/14/2024
	40,385

	9/14/2024
	40,385

	12/14/2024
	40,384



SoFi, Inc., 234 1st  Street, San Francisco, CA  94105  www.sofi.com





If at any time you are  subject to a Qualifying Termination (as  defined below), then (i) the Company or its  successor (as  applicable) shall pay you a lump-sum cash payment on the Company’s first regular payroll date following your termination date equal to the sum of (a) twelve (12) months of your Base Salary and (b) one hundred percent (100%) of your annual bonus amount at the higher of (1) the target level of achievement and (2) the actual level of achievement reasonably projected as  of the termination of your employment as  determined by the CEO in his sole discretion, (ii) you will continue to receive health, dental, and vision coverage under the Company’s group insurance benefits (including your covered dependents) at no cost to you for twelve (12) months, in each of the foregoing cases (i) and (ii), as  in effect immediately preceding your termination or, if applicable, immediately preceding the event that first gave rise to your termination for Good Reason, and (iii) you will receive vesting acceleration of each of your then-outstanding RSUs as  if you had remained in continuous service to the Company for an additional twelve (12) months following your actual termination date, with such acceleration effective as  of immediately prior to the termination of your employment.
If you experience a Qualifying Termination (i) at any time after, or (ii) within three (3) months prior to, a Change of Control, the Company or its  successor (as  applicable) shall pay you, in lieu of the benefits described in the paragraph immediately above, a lump-sum cash payment on  the Company’s or its  successor’s first regular payroll date following your termination date equal to the sum of (i) of (a) eighteen 18 months of your base salary and (b) one hundred fifty percent (150%)  of your annual incentive bonus amount at the higher of (1) the target level of achievement and (2) the actual level of achievement reasonably projected as  of the termination of your employment as  determined by the CEO in his sole discretion, (ii) you will continue to receive health, dental, and vision coverage under the Company’s group insurance benefits (including your covered dependents) at no cost to you for eighteen (18) months, in each of the foregoing cases (i) and (ii), as  in effect immediately preceding the event that first gave rise to your termination or, if applicable, immediately preceding the event that first gave rise to your termination for Good Reason, and (iii) full  accelerated vesting of your then-outstanding RSUs, with such acceleration effective as  of immediately prior to the later of your Qualifying Termination (as defined below) and the Change of Control (as  defined below).
For purposes of this letter, the following definitions shall apply:
a.    “Cause”  shall mean (i)  your commission  of  any act of  fraud,  embezzlement, material dishonesty or other willful and material misconduct that has caused material injury to  the Company; (ii)  your unauthorized use or  disclosure of  any proprietary
SoFi, Inc., 234 1st  Street, San Francisco, CA  94105  www.sofi.com





information or  trade secrets of  the Company  or  any party to  whom  you owe an obligation of  nondisclosure due to  your relationship with the Company; or  (iii)  your material breach of any of your obligations under any written agreement or covenant with the Company, provided that such material breach shall not constitute Cause unless you have first received notice of the breach and failed reasonably to  cure the material breach (to  the extent curable) within 30  days of such notice.
b.    “Change of Control” shall have the meaning given to  that term in  the 2011 Stock Plan, provided, however, that solely for purposes of the benefits described in this letter, the occurrence of “all” in clause (iii) of the Plan’s definition of “Change of Control” shall be replaced with “a  majority” and provided,  furthermore,  that a  Change of  Control shall not include any transaction or  series of related transactions by which SoftBank or the SoftBank Vision Fund (inclusive of any successor or any affiliate under common control with,  or  controlled by,  SoftBank or  the SoftBank  Vision Fund,  collectively, “SoftBank”) comes to hold a majority of the voting interests of the Company’s capital stock without purchasing  any shares thereof (this date, the “SoftBank Acquisition Date”), but notwithstanding this proviso, a Change of Control shall still be deemed to occur on or after the SoftBank Acquisition Date if and when: (x) a majority of the Board ceases  to   consist  of   directors  who  are   not  affiliates  of   SoftBank  and  were not nominated  by  SoftBank  or   any  affiliate  of   SoftBank;  (y)   any  of   the  Company’s governing documents (including its  charter, bylaws, voting agreement, and similar agreement) are   materially amended  without your prior written consent  and/or (z) SoftBank’s ownership of a majority of the voting interests has continued for  a period of six  months after the SoftBank Acquisition Date.
c.    “Good Reason”  shall mean the occurrence of  any of  the following conditions without your written consent,  provided that the below clauses (I),  (II)  and (III)  are satisfied (as  applicable): (i) a reduction of ten percent (10%)  or more of the maximum base salary that you have received from the Company at any time (other than as  part of   an  across  the  board, proportional salary reduction  applicable  to   all   executive officers), (ii) a material reduction in  your title, authority, duties and/or responsibilities, (iii)  not reporting to  the Company’s Chief Executive Officer (the “CEO”), (iv)  a material breach by the Company  of  any agreement  then in   effect between you and  the Company, or  (v) the Company requiring you to  relocate to  a facility or  location more than fifty  (50)  miles away from the location at  which you were working immediately prior to  the required relocation,  in  each of  the foregoing cases (i) through (v), if and only if (I) you provide the CEO written notice of such condition within sixty (60) days following the latest occurrence thereof,  (II)  if  such condition is  curable, either the Company fails to cure such condition within thirty (30)  days following your delivery of the written notice to  the CEO or the CEO provides you earlier written notice that the Company  does not intend to  cure such  condition and (III)   you resign  from your
SoFi, Inc., 234 1st  Street, San Francisco, CA  94105  www.sofi.com





employment  with the  Company,  or   the  Company  terminates  your employment without Cause,  within ten (10) business days following the expiration of  such thirty (30)-day cure period or the provision of the written notice that the Company does not intend to cure such condition, if such condition is curable.
d.    “QualifyingTermination” shall mean termination of  your employment by the Company without Cause (as  defined above) or  by you for  Good Reason (as  defined above).
Thank you for your contributions, hard work, and dedication.  We are  pleased that you are  part of SoFi and are  appreciative of all  the work you have done.
Best Regards,
Anthony Noto
Chief Executive Officer
SoFi, Inc., 234 1st  Street, San Francisco, CA  94105  www.sofi.com