EX-10.23





 Exhibit 10.23 

 
 



 
 March 25, 2020 

Belinda Johnson 
  

	Re:	 Transition to Board of Directors 



Dear Belinda: 
 We are excited to welcome you as a member of the
Airbnb, Inc. (“Airbnb”) board of directors (the “Board”). Congratulations! In connection with your transition to non-employee director and in recognition of your
contributions to Airbnb during your tenure as an executive, the Board has approved certain modifications in respect of your outstanding equity awards and approved your eligibility for non-employee
compensation. The purpose of this letter is to memorialize these arrangements. 
 Second Amended and Restated Stock Option Agreements. The Board has
approved the entry into a Second Amended and Restated Stock Option Agreement in respect of each option to purchase Airbnb common stock granted to you on December 1, 2011 (your “2011 Options”), in the forms attached to
this letter as Exhibit A and Exhibit B (together, the “Amended and Restated Option Agreements”). 

Omnibus Amendment to Equity Awards. The Board has also approved the entry into an omnibus amendment to your equity award agreements in the form
attached to this letter as Exhibit C (the “Omnibus Amendment to Equity Award Agreements”). 
 Transfer Agreement.
The letter agreement entered into between you and Airbnb dated as of September 3, 2019 regarding the Proposed Sale of Shares of Class B Common Stock (the “Transfer Agreement”) remains in full force and effect, and
nothing in this letter, the Amended and Restated Option Agreements or the Omnibus Amendment to Equity Award Agreements shall amend, modify or otherwise constrain your rights under the Transfer Agreement. 

Existing Stock Options and RSUs. Your outstanding Airbnb RSUs for which the time and service-based requirement has not been satisfied that are
identified on Exhibit D as “Forfeited RSUs” will be immediately forfeited. In addition, the portion of the options to purchase Airbnb common stock identified on Exhibit D as the “Forfeited Portion” will be immediately forfeited.
The grant notices and agreements evidencing your Airbnb RSUs and your Airbnb options will be deemed amended to the extent necessary to reflect the terms of this paragraph. 

Board Compensation. In full satisfaction of the initial non-employee director equity awards under Airbnb’s
Amended and Restated Non-Employee Director Compensation Policy (the “Director Compensation Policy”): 
  

	 	•	 	 On March 24, 2020, the Board granted you 518 RSUs (the “Initial Director RSUs”). The
time and service-based requirement will be satisfied as to all of the Initial Director RSUs on May 25, 2020, subject to your continued service on the Board through such date. The Initial Director RSUs will be subject to the Plan, the Director
Compensation Policy and an RSU agreement in the form 



  
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attached hereto as Exhibit E (the “RSU Agreement”). In addition, you will be granted an annual RSU award on the date of the Board meeting at which other non-employee directors are granted their annual RSU awards, in each case, in accordance with the Director Compensation Policy, subject to your continued service on the Board through such date. The agreement
evidencing your annual RSU award will be substantially in the form of the RSU Agreement; 


  

	 	•	 	 On March 24, 2020, the Board also granted you an option to purchase 15,555 Airbnb Shares under the Airbnb
2018 Equity Incentive Plan, as amended (the “Plan”), for an exercise per share equal to $80.36 (the “Initial Director Option”). The Initial Director Option shall vest and become exercisable as to 1/24th of the number of Airbnb Shares subject to the Initial Director Option on each monthly anniversary of March 1, 2020, subject to your continued service on the Board through the applicable vesting
date. The Initial Director Option will be subject to the Plan, the Director Compensation Policy and an option agreement in the form attached hereto as Exhibit F; and 



 

	 	•	 	 For the avoidance of doubt, (i) other than the Forfeited Portion, your options to purchase Airbnb Shares
will remain outstanding and, to the extent vested, exercisable based on your service on the Board, and (ii) your Airbnb RSUs for which the time and service-based requirement was satisfied as of March 1, 2020 will remain outstanding and
eligible to vest pursuant to their terms upon satisfaction of the liquidity event requirement. 



*        *        *       
 *        * 

  
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 Please indicate your agreement to the terms of this letter by signing below and returning a copy of it to
me. 
  

	
	Very truly yours,
	
	AIRBNB, INC.
	
	 /s/ Beth Axelrod

	Beth Axelrod
	VP of Global Employee Experience


 Agreed: 
  

							
	 /s/ Belinda Johnson
	 		 	 Date: 3/26/2020
	  	
	Belinda Johnson	 		 		  	


  
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 EXHIBIT A 

Second Amended and Restated Stock Option Agreement (Grant Number 100119) 

(attached) 












 EXHIBIT B 

Second Amended and Restated Stock Option Agreement (Grant Number 100119-NQ) 

(attached) 












 EXHIBIT C 

Omnibus Equity Award Agreement Amendment 

(attached) 












 EXHIBIT D 

Equity Awards 
 Restricted Stock Units

  

																			
	 Grant Number
	  	Grant Date	  	RSUs Granted	 	  	RSUs for Which
Time and Service-
Based
Requirement
Satisfied as of
March 1, 2020	 	  	RSUs for Which
Time and Service-
Based
Requirement Not
Satisfied as of
March 1, 2020	 	  	Forfeited RSUs	 
	 R0003373
	  	11/30/2015	  	 	32,223	 	  	 	32,223	 	  	 	—  	 	  	 	—  	 
	 R0003374
	  	11/30/2015	  	 	128,893	 	  	 	128,893	 	  	 	—  	 	  	 	—  	 
	 R0006425
	  	04/19/2017	  	 	28,571	 	  	 	19,642	 	  	 	8,929	 	  	 	8,929	 
	 R0013331
	  	03/22/2018	  	 	29,762	 	  	 	13,020	 	  	 	16,742	 	  	 	16,742	 
	 R0019860
	  	03/21/2019	  	 	24,791	 	  	 	4,648	 	  	 	20,143	 	  	 	20,143	 

 Stock Options 
  

																											
	 Grant Number
	  	Grant Date	  	Exercise
Price Per
Share	 	  	Underlying
Shares
Granted	 	  	Shares
Exercised as
of March 1,
2020	 	  	Vested
Shares
Underlying
Option as of
March 1,
2020	 	  	Unvested
Shares
Underlying
Option as of
March 1,
2020	 	  	Shares
Underlying
Forfeited
Portion of
Option	 
	 100119-Amend
	  	12/01/2011	  	$	1.98	 	  	 	202,008	 	  	 	160,686	 	  	 	41,322	 	  	 	—  	 	  	 	—  	 
	
100119-NQ-A
	  	12/01/2011	  	$	1.98	 	  	 	1,348,590	 	  	 	529,354	 	  	 	819,236	 	  	 	—  	 	  	 	—  	 
	 N0000017-A
	  	11/30/2015	  	$	59.91	 	  	 	193,340	 	  	 	—  	 	  	 	193,340	 	  	 	—  	 	  	 	—  	 
	 N0000035
	  	04/19/2017	  	$	105.00	 	  	 	171,429	 	  	 	—  	 	  	 	125,000	 	  	 	46,429	 	  	 	46,429	 
	 N0000117
	  	03/22/2018	  	$	105.40	 	  	 	178,572	 	  	 	—  	 	  	 	85,565	 	  	 	93,007	 	  	 	93,007	 
	 N0000192
	  	03/21/2019	  	$	126.05	 	  	 	148,750	 	  	 	—  	 	  	 	27,890	 	  	 	120,860	 	  	 	120,860	 













 EXHIBIT E 

Form of Non-Employee Director RSU Agreement 

(attached) 












 EXHIBIT F 

Form of Non-Employee Director Stock Option Agreement 

(attached)