EX-10.1





 Exhibit 10.1 

RESTRICTED STOCK UNIT AWARD AGREEMENT 

FOR COMPANY EXECUTIVES 

UNDER THE OPEN LENDING CORPORATION 

2020 STOCK OPTION AND INCENTIVE PLAN 

2020 TIME-BASED 
  

			
	 Name of Grantee:
	 	
                   
                                         
                            

		
	 No. of Restricted Stock Units:
	 	
                   
                         

		
	Grant Date:	 	
                   
                         


 Pursuant to the Open Lending Corporation 2020 Stock Option and Incentive Plan, as amended through the date
hereof (the “Plan”), Open Lending Corporation (the “Company”) hereby grants an award of the number of Restricted Stock Units listed above (an “Award”) to the Grantee named above. Each Restricted Stock Unit shall relate
to one share of Common Stock, par value $0.01 per share, of the Company (the “Stock”). 
 1. Restrictions on Transfer of
Award. This Award may not be sold, transferred, pledged, assigned or otherwise encumbered or disposed of by the Grantee, and any shares of Stock issuable with respect to the Award may not be sold, transferred, pledged, assigned or otherwise
encumbered or disposed of until (i) the Restricted Stock Units have vested as provided in Paragraph 2 of this Agreement and (ii) shares of Stock have been issued to the Grantee in accordance with the terms of the Plan and this Agreement.

 2. Vesting of Restricted Stock Units. The restrictions and conditions of Paragraph 1 of this Agreement shall lapse as follows
(each a “Vesting Date”): the Restricted Stock Units shall vest with respect to 25% of the Restricted Stock Units on the one-year anniversary of the Grant Date, and the remainder shall vest in equal
quarterly installments thereafter such that the Restricted Stock Units shall be fully vested three (3) years and nine (9) months following the Grant Date, in each case subject to the Grantee maintaining a continuous Service Relationship
through such date, so long as the Grantee continues to have a Service Relationship with the Company or a Subsidiary on such Vesting Dates. 

In addition, in the event the Grantee’s Service Relationship is terminated (i) by the Company or a Subsidiary for any reason other
than for Cause, death or disability or (ii) by the Grantee for Good Reason, and such termination occurs immediately prior to or within twelve (12) months after the occurrence of the first event constituting a Sale Event (as defined in the
Plan), then subject to the Grantee’s delivery and nonrevocation, within sixty (60) days after the termination of the Grantee’s Service Relationship, of a release of claims in favor of the Company and its affiliates, 100% of the
outstanding and unvested Restricted Stock Units held by the Grantee shall immediately become fully vested as of the date of such termination (or the date of the Sale Event, if later). For purposes of Paragraph 2 of this Agreement, “Cause”
and “Good Reason” shall have the meanings ascribed to them in the Grantee’s Employment Agreement with the Company dated August 28, 2020, as may be amended from time to time. 












 The Administrator may at any time accelerate the vesting schedule specified in this
Paragraph 2. This Award does not include any dividend equivalent or other stockholder rights. 
 3. Termination of Service
Relationship. Subject to Paragraph 2 above, if the Grantee’s Service Relationship with the Company or a Subsidiary terminates for any reason (including death or disability) prior to the satisfaction of the vesting conditions set forth in
Paragraph 2 above, any Restricted Stock Units that have not vested as of such date shall automatically and without notice terminate and be forfeited, and neither the Grantee nor any of his or her successors, heirs, assigns, or personal
representatives will thereafter have any further rights or interests in such unvested Restricted Stock Units. 
 4. Issuance of Shares of
Stock. As soon as practicable following each Vesting Date (but in no event later than two and one-half months after the end of the year in which the Vesting Date occurs), the Company shall issue to the
Grantee the number of shares of Stock equal to the aggregate number of Restricted Stock Units that have vested pursuant to Paragraph 2 of this Agreement on such date and the Grantee shall thereafter have all the rights of a stockholder of the
Company with respect to such shares. 
 5. Incorporation of Plan. Notwithstanding anything herein to the contrary, this Agreement
shall be subject to and governed by all the terms and conditions of the Plan, including the powers of the Administrator set forth in Section 2(b) of the Plan. Capitalized terms in this Agreement shall have the meaning specified in the Plan,
unless a different meaning is specified herein. 
 6. Tax Withholding. In connection with the settlement of vested Restricted Stock
Units, the Company shall issue to a broker designated by the Company and acting on behalf of the Grantee a number of shares of Stock sufficient to satisfy the minimum withholding amount due along with any applicable third-party commission with
irrevocable instructions to (i) sell such shares of Stock (“Sale-to-Cover”) and (ii) the proceeds from such Sale-to-Cover shall be remitted to the Company. In the event the proceeds from the Sale-to-Cover are insufficient to fully
satisfy the applicable minimum withholding taxes, the Grantee authorizes withholding from payroll and any other amounts payable to the Grantee, in the same calendar year, and otherwise agrees to make adequate provision through the submission of
cash, a check or its equivalent for any sums required to satisfy the remaining applicable withholding taxes. Given that the Sale-to-Cover is both mandatory and non-discretionary, it is the intent of the parties that this Paragraph 6 comply with the requirements of Rule 10b5-1(c)(1)(i)(B) under the Exchange Act, and the Agreement will
be interpreted to comply with the requirements of Rule 10b5-1(c) under the Exchange Act. Unless the withholding tax obligations of the Company and/or any Affiliate thereof are satisfied by the Grantee in
accordance with this provision, the Company shall have no obligation to issue any shares of Stock on the Grantee’s behalf pursuant to the vesting of this Award. 

7. Section 409A of the Code. This Agreement shall be interpreted in such a manner that all provisions relating to the settlement of the
Award are exempt from the requirements of Section 409A of the Code as “short-term deferrals” as described in Section 409A of the Code. 

  
 2 













 8. No Obligation to Continue Service Relationship. Neither the Company nor any
Subsidiary is obligated by or as a result of the Plan or this Agreement to continue the Grantee’s Service Relationship with the Company or a Subsidiary and neither the Plan nor this Agreement shall interfere in any way with the right of the
Company or any Subsidiary to terminate the Grantee’s Service Relationship with the Company or a Subsidiary at any time. 
 9.
Integration. This Agreement constitutes the entire agreement between the parties with respect to this Award and supersedes all prior agreements and discussions between the parties concerning such subject matter. 

10. Data Privacy Consent. In order to administer the Plan and this Agreement and to implement or structure future equity grants, the
Company, its subsidiaries and affiliates and certain agents thereof (together, the “Relevant Companies”) may process any and all personal or professional data, including but not limited to Social Security or other identification number,
home address and telephone number, date of birth and other information that is necessary or desirable for the administration of the Plan and/or this Agreement (the “Relevant Information”). By entering into this Agreement, the Grantee
(i) authorizes the Company to collect, process, register and transfer to the Relevant Companies all Relevant Information; (ii) waives any privacy rights the Grantee may have with respect to the Relevant Information; (iii) authorizes
the Relevant Companies to store and transmit such information in electronic form; and (iv) authorizes the transfer of the Relevant Information to any jurisdiction in which the Relevant Companies consider appropriate. The Grantee shall have
access to, and the right to change, the Relevant Information. Relevant Information will only be used in accordance with applicable law. 

  
 3 













 11. Notices. Notices hereunder shall be mailed or delivered to the Company at its
principal place of business and shall be mailed or delivered to the Grantee at the address on file with the Company or, in either case, at such other address as one party may subsequently furnish to the other party in writing. 

 

			
	OPEN LENDING CORPORATION
		
	By:	 	          

	 	 	Title:


 The foregoing Agreement is hereby accepted and the terms and conditions thereof hereby agreed to by the undersigned.
Electronic acceptance of this Agreement pursuant to the Company’s instructions to the Grantee (including through an online acceptance process) is acceptable. 
  

							
	Dated:
                                         
   	 		 		 	          

		 		 		 	Grantee’s Signature
				
		 		 		 	Grantee’s name and address:
		 		 		 	  

		 		 		 	  

		 		 		 	  


  

  
 4