Exhibit 10.26


 


 


Opendoor
Labs Inc.


1 Post Street, Floor 11

San Francisco, California 94104


 


 


 


September 1, 2020


 


Tom Willerer


VIA EMAIL


 


Re:Amendment to Offer Letter Agreement


 


Dear Tom:


 


As discussed, you and Opendoor Labs Inc.
(the “Company”) hereby agree to amend the offer letter agreement between you and the Company, dated July 22,
2019 (the “Offer Letter”), by adding to it the following provisions set forth below (the “Amendment”):


 


The Offer Letter is hereby amended to add
Section 5A as set forth below:


 


5A. Change
of Control.


 


(a) Termination Without Cause
In Connection With A Change of Control. If: (i) the Company consummates a Change of Control (as defined in the Plan); and (ii)
your employment is terminated by the Company without Cause or you resign from the Company for Good Reason (as defined below) within
12 months following a Change of Control; then 50% of your then outstanding but unvested options and restricted stock units held
by you as of your employment termination date will accelerate and be deemed vested as of your employment termination date (the
“Accelerated Vesting”).


 


(b) Conditions for Receipt
of Accelerated Vesting. As a condition of your receipt of or entitlement to the Accelerated Vesting under this Section, you
must execute an effective release of claims in favor of and in a form acceptable to the Company (the “Release”)
and allow such Release to become effective by its terms, within the applicable time period set forth therein. For the avoidance
of doubt, if you fail to timely execute a Release or if you revoke the Release so that it does not become effective, you will not
be entitled to and the Company shall have no obligation to provide you any Accelerated Vesting, as applicable.


 


(c) For purposes of this letter
agreement, “Good Reason” shall mean your resignation from employment with the Company if any of the following
actions are taken by the Company without your prior written consent: (i) a material reduction in your job responsibilities, duties,
or authority (provided that a mere change in title to a position that is substantially similar to the prior position held shall
not constitute a material reduction in your job responsibilities, duties, or authority); (ii) a material reduction in your base
salary unless such reduction is in connection with and proportional to reductions to the base salary of other members of the management
team and such reduction does not exceed 20% of your base salary; or (iii) the requirement by the Company that you transfer your
place of employment to a location that is outside of the greater San Francisco Bay Area. In order to resign your employment for
Good Reason, you must notify the Company in writing of the circumstances constituting Good Reason within 30 days after the first
occurrence of the circumstance giving rise to Good Reason setting forth the basis for your resignation and the Company shall have
30 days after your written notice is received in which to cure such event. In the event the Company fails to cure such event within
such 30-day period, you must resign from all positions you hold with the Company effective no later than 30 days after the expiration
of such cure period.


 






     


     


    

 


The Offer Letter is hereby amended to replace
Section 11 with the following:


 


11.        Arbitration.
You agree that any and all disputes relating to or regarding your employment, including disputes regarding compensation
and any and all other conflicts, shall be resolved by final and binding arbitration. You further agree that such disputes shall
be resolved on an individual basis only, and not on a class, collective or representative basis on behalf of other employees (“Class
Waiver”), to the extent permitted by applicable law. Any claim that all or part of the Class Waiver is invalid, unenforceable,
unconscionable, void or voidable may be determined only by a court. In no case may class, collective or representative claims
proceed in arbitration. Notwithstanding the foregoing, this Arbitration section shall not apply to an action or claim brought
in court pursuant to the California Private Attorneys General Act of 2004 (as amended), the California Fair Employment and Housing
Act (as amended), or the California Labor Code (as amended), to the extent any such claims are not permitted by applicable law
to be submitted to mandatory arbitration and such applicable law is not preempted by the Federal Arbitration Act (“FAA”)
or otherwise invalid. You and the Company agree to bring any dispute in arbitration before a single neutral arbitrator with JAMS,
Inc. or its successor (“JAMS”), in San Francisco, California, pursuant to the JAMS Employment Rules & Procedures
(which can currently be reviewed at http://www.jamsadr.com/rules-employment-arbitration/).
You on the one hand, and the Company on the other, waive any rights to a jury trial or a bench trial in connection with the resolution
of any dispute under this Agreement or your employment (although both parties may seek interim emergency relief from a court to
prevent irreparable harm pending the conclusion of any arbitration). This paragraph shall be construed and interpreted in accordance
with the laws of the state in which you work and the FAA. In the case of a conflict, the FAA will control. The arbitrator shall:
(a) have the authority to compel adequate discovery for the resolution of the dispute and to award such relief as would otherwise
be permitted by law; and (b) issue a written arbitration decision, to include the arbitrator’s essential findings and conclusions
and a statement of the award. The arbitrator shall be authorized to award any or all remedies that you or the Company would be
entitled to seek in a court of law. The Company shall pay all JAMS’ arbitration fees in excess of the amount of court fees
that would be required of you if the dispute were decided in a court of law. Arbitration is not a mandatory condition of your
employment. If you wish to opt out of this arbitration agreement, you must notify the Company in writing by sending an email to
[*****] stating your intent to opt out within 30 days of signing this Agreement.


 


Except as set forth herein, all of the
terms and conditions set forth in your Offer Letter are unchanged and remain in effect. For avoidance of doubt, your employment
remains terminable at-will by either you or the Company, with or without Cause or advance notice. The Confidential Information
and Invention Assignment Agreement between you and the Company will continue to remain in force. This Amendment, together with
the Offer Letter, its exhibits, and all agreements referenced therein, constitutes the complete, final and exclusive embodiment
of the entire agreement between you and the Company with regard to the subject matter hereof. It is entered into without reliance
on any promises or representations, written or oral, other than those expressly contained herein. This Amendment may not be modified
or amended except in a writing signed by both you and a duly authorized officer of the Company. If any provision of this Amendment
is determined to be invalid or unenforceable, in whole or in part, this determination shall not affect any other provision of this
Amendment and the provision in question shall be modified so as to be rendered enforceable in a manner consistent with the intent
of the parties insofar as possible under applicable law.


 






     


     


    

 


This Agreement may be executed in any number
of counterparts, each of which when so executed and delivered shall be deemed an original, and all of which together shall constitute
one and the same agreement. Facsimile and electronic image signatures (including .pdf or any electronic signature complying with
the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act or other applicable law) will be deemed an original and
valid signature.


 


Please sign below to indicate your acceptance
of these terms. Please let me know if you have any questions.


 


Sincerely,


 


	Opendoor Labs Inc.	 
	 	 	 
	 	 	 
	By:	 	 
	 	Eric Wu	 
	 	Chief Executive Officer	 









 


Understood
and Agreed:


 


		 
	Tom Willerer	 
	 	 
	 	 
	Date