Exhibit 10.2
	
	

Exhibit
10
..
2

PO
RCH

GROUP,

INC.

PERFORMANCE
-
BASED RESTRICTED STOCK UNIT AWARD

NOTICE AND
AGREEMENT

(
2020 STOCK INCENTIVE PLAN
)


Porch

Group,

Inc.,

a

Delaware

corporation

(the

“
Company
”
, which term shall include any
other successor in interest to the
Company, if applicable
),

hereby

grants

to

the

individual

named
below
(the

“
Holder
”
)

as of the grant date set forth below (the “
Grant Date
”)
pursuant

to

the

provisions

of

the

Porch

Group,

Inc.

2020

Stock

Incentive

Plan

(the

“
Plan
”
),

a

performance
-
based

restricted

stock

unit
(“
PRSU
”)
award

(the “
Award
”)

with respect to the number of PRSUs set forth
below
,

upon

and

subject

to

the

restrictions,

terms

and

conditions

set

forth

below

in this
Performance
-
Based Restricted Stock Unit Award Agreement

(th
is

“
Agreement
”)

and
in

the

Plan.

Capitalized

terms

not

defined

herein

shall

have

the

meanings

specified

in

the

Plan.

1.

Notice
o
f
PRSU
Award.

Holder
:



[___________]

Grant Date:



[________
___]

Number of Target P
R
SUs

in
the
Award:

[___________]

Maximum Number of PRSUs

*:      [___________]

* The actual number of
PRSUs
that
may be earned and
vest
ed

pursuant to the terms and conditions
of this Award will be between 0% and
[X]
% of the
Target
P
RSUs

in the
Award. The Maximum
Number of
PRSUs
represents
[X]
% of the Target
PRSUs.

2.

Award

Subject

to

Acceptance

of

Agreement
..

The

Award

shall

be

null

and

void

unless

the

Holder

accepts

this

Agreement

by

electronically

accepting

this

Agreement

on

the

Company
’
s

third
-
party

stock

plan

administrator
’s platform (which must be performed within 30
days from the
Grant D
ate for this Agreement to be effective
)
..

The Holder also hereby
agrees

to

abide

by

all

administrative

procedures

established

by

the

Company

or

its

stock

plan

administrator
..

3.

Rights

as

a

Stockholder
..

Except

as

otherwise

provided

in

this

Agreement,

until and
if shares of Common Stock are
issued in settlement of
earned and
vested
PRSU
s, the Holder

sha
ll
not have any rights of a stock
holder (including voting and dividend rights) in respect o
f the
Common Stock underlying the
PRSU
s
..

4.

Vesting
..

4.1

Determination Date
..
T
he calculation of the achievement of such
performance goal
s

set forth in
Exhibit A

to this Agreement (based on the methodology set forth
therein and in the Plan)

shall

be finalized as a
ppropriate by the Chief Financial Officer (or person
having similar duties) using, as applicable, the financial results audited by the
Company’s

independent registered public accounting firm

and presented to the Committee
in

advance of its
determination of earned PRSUs
..
Whether and the extent to which P
R
SUs are earned with respect






	
	
2


to a specific performance goal shall be determined by the Committee
within 30 days following the
public issuance of the Company’s
financial result
s audited by the
Company’s

independent
registered public accounting firm

for the applicable Performance Period
(the “
Determination
Date
”)
..

Notwithstanding the foregoing,

the
Committee

may establish a different Determination
Date for each performance goal s
et forth in
Exhibit A

to this Agreement.

4.2

Vesting

Condition
s
..

Except as otherwise provided in any written
employment, offer letter, severance, change in control, or similar agreement between the Company
or

any of its Subsidiaries and Holder

that is effecti
ve as of the applicable event (each, a “
Related
Agreement
”),
the

Award

shall

be earned and
vest

in

accordance

with

Exhibit A

to this Agreement
..

4.3

Termination of Employment
.. The
earning

and/or vesting of unvested
P
RSUs under this
Section

4
..3

or
Section
4
..4
(a)

hereof is conditioned upon the Holder signing and
delivering to the Company, and there becoming irrevocable, within 60 days after the date of such
employment termination, a general release of claims (in form and substance reasonably acceptab
le
to the Company) by which the Holder releases the Company, its Subsidiaries and their affiliated
entities and individuals from any and all claims, including claims arising from the Holder’s
employment by, and termination of employment with, the Company a
nd/or any of its Subsidiaries,
in consideration for the receipt and
earning and/or
vesting of the
P
RSUs. Any
P
RSUs that would
have otherwise
earned and/or
vested under this
Section

4
..3

or
Section 4
..4(a)

hereof shall be
forfeited if the general release does

not become effective and irrevocable on or before the 60th day
following the Holder’s termination of employment.

(a)

Termination

without Cause or for Good Reason
..

If

the

Holder
’
s

employment

with

the

Company

or any Subsidiary
terminates

by reason of the Comp
any’s
termination of
the
Holder’s employment without Cause or as a result of the Holder
’s resignation
for Good Reason
prior

to

the

end

of

the

Achievement Period
,

then

the Award will remain
outstanding and
vest when

it is earned

in accordance with the Vesting Schedule set forth
in
Exhibit
A

excluding the proviso requiring continued employment

or service during the Achievement
Period

and shall be settled pursuant to
Section
5

hereof
; provided that such vesting date shall be
no ear
lier than the 61
st

day following the Holder’s termination of employment
..


(1)

“
Cause
” shall have the meaning set forth in any Related Agreement
or, if no such Related Agreement defines such term, “
Cause
” shall mean
:

(v)

the
Holder’s
conviction or plea of no contest to a felony; (w)
the
Holder’s willful malfeasance or gross
misconduct in connection with
the
Holder’s employment; (x) a substantial, willful and
continual refusal by
the
Holder to perform the duties, responsibiliti
es or obligations
assigned to
the
Holder by the Company

or applicable Subsidiary
, following receipt of
written notice of such deficiency from the Company

or applicable Subsidiary
; (y)
the
Holder’s material failure to fully cooperate with a regulatory inves
tigation involving the
Company or any of its Subsidiaries or affiliates; or (z)

any one or more acts by

the

Holder
of dishonesty, theft, larceny, embezzlement or fraud from or with respect to the Company
or any Subsidiary or affiliate.

(2)

“
Good Reason
” shall

have the meaning set forth in any Related
Agreement or, if no such Related Agreement defines such term, “
Good Reason
” shall mean
the occurrence of any of the following events, without
the
Holder’s written consent: (i)






	
	
3


material diminution in
the
Holder’s b
ase salary or annual target incentive opportunity
(unless the base salary or annual target incentive opportunity, as applicable, is similarly
reduced for other employees of a similar level of authority or title); (ii) material diminution
in
the
Holder’s au
thority or duties; (iii) a requirement by the Company
or applicable
Subsidiary
that
the
Holder be based more than 50 miles from
the
Holder’s office location
as of the date of this Agreement (or from such other office to which
the
Holder later agrees
to mov
e), excluding any new location closer to
the
Holder’s residence
, any temporary
assignment, and ordinary business travel
; or (iv) material breach by the Company
or
applicable Subsidiary
of any provision of this Agreement or any Related Agreement
entered int
o with
the
Holder. Notwithstanding the foregoing, none of the events described
above shall constitute Good Reason unless
the
Holder first provides the Company
or
applicable Subsidiary
with written notice of the event within 30 days of the event’s
occurrenc
e and a period of 30 days from such notice to cure such event, and further
provided that
the
Holder must terminate employment within 60 days following the end of
the cure period.

(b)

Other Termination
..


Except as provided in
Section 4
..3
(a)

or
Section
4
..4

hereof, i
f

the

Holder
’
s

employment

with

the

Company

or

any Subsidiary
terminates

for any
reason
,

then

the

portion of the

Award

that was not
earned and
vested immediately prior to such
termination of employment
shall

be

immediately

forfeited

by

the

Holder

and

cancelled

by

the

Company.

4.4

Change

in

Control
..

Except as otherwise provided in any Related
Agreement, in the event of a Change in Control (with definitions of “Cause” and “Good Reason”
to be amended by substituting the Company with the surviving entity or other successor in interest
to the Company) an
d:

(a)

the Award is assumed or
reasonably
substituted
on an equitable
basis to the Holder
by the surviving entity or other successor in interest to the Company as of the
Change in Control,
any earned portion of the Award (in which the stock price hurdles set f
orth in
the Vesting Schedule were achieved, including
the Change in Control date
based on the Fair
Market Value of each share of Common Stock sold in such Change in Control) will remain issued
and outstanding as restricted stock units (“
RSUs
”), subject to
a vesting period commencing on the
closing date of such Change in Control (the “
Closing Date
”) and ending on the earlier of (a) the
one
-
year anniversary of the Closing Date or (b)
the 61st day following
such date the Holder’s
employment is terminated witho
ut Cause or the Holder resigns the Holder’s employment for Good
Reason.

If the Holder’s employment is terminated prior to the one
-
year anniversary of the Closing
Date for any reason other than as set forth in
clause (b)
, then the full Award shall be immedi
ately
forfeited by the Holder and cancelled by the Company or the surviving entity or other successor
in interest to the Company.

(b)

the Award is not assumed or
reasonably
substituted
on an equitable
basis to the Holder
by the surviving entity or other succ
essor in interest to the Company as of the
Change in Control, the Award shall fully
be earned and
vest immediately prior to the
consummation of such Change in Control and the Holder shall receive a cash payment, at closing
of the of the Change in Control t
ransaction, for each
earned and
vested
P
RSU equal to the






	
	
4


acquisition price per share of Common Stock, less any withholding taxes thereon (as described in
Section 7.
2

hereof).

5.

Settlement of
PRSU
s
..  Subject to the withholding tax provisions of
Section

7
..
2

hereof, within 45 days after

the date upon which a
PRSU

becomes
earned and
vested in a
ccordance
with the terms of the

Agreement, the
Company shall issue
to the vested Holder one share of
Common Stock

per each vested
PRSU
;

provided
,

however
, if
earned
PRSU
s

vest in accordance
with
Section

4
..4
(a)

hereof, the
Company
(or a successor t
hereto) shall issue
to the
Holder
such
shares of Common Stock or common stock of the successor having approximately equivalent value
(and references herein to Common Stock issued
on vesting shall include such successor common
stock, if applicable), or the cash equivalent of such shares of Common Stock or common stock if
neither security is listed on a U.S. national securities exchange (including Nasdaq or the New York
Stock Exchang
e).

Notwithstanding anything to the contrary h
erein, in the event that (i)

the Holder is otherwise
prohibited from selling Common Stock in the public market (including Nasdaq or other national
securities exchange on which the Common Stock is then
listed) when any Common Stock
underlying the PRSUs are scheduled to be delivered on a settlement date (the “
Original Settlement
Date
”) due to (w) applicable law (including
Section 6
..2

hereof), (x) the rules related to a blackout
period declared by the Comp
any under an insider trading policy or similar policy, (y) any agreed
to lock
-
up arrangement, or (z) other similar circumstance and (ii) the Company elects not to satisfy
the Holder’s tax withholding obligations by withholding Common Stock from the Holder’
s
distribution,

then

such Common Stock shall not be delivered on such Original Settlement Date and
shall instead be delivered, as applicable, on (x) the first business day of the next occurring open
“window period” applicable to the Holder as determined by

the Company, or (y) the next business
day on which the Holder is not otherwise prohibited from selling Common Stock in such public
market, but in no event later than March 15th of year following the year in which the PRSUs vest.


6.

Transfer

Restrictions

and

Securities Laws

Representation
..

6.1

Nontransferability


(a)

Nontransferability
of

Award
..


Prior to
an Award being earned and
vested
, this Award and the underlying PRSUs may not be offered, sold, transferred, assigned,
pledged, hypothecated, encumb
ered or otherwise disposed of (whether by operation of law or
otherwise) or be subject to execution, attachment or similar process

(collectively, “Transfer” or
“Transferred”)
, other than by will, the laws of descent and distribution or pursuant to benefici
ary
designation procedures approved by the Company;
provided
,

however
, that any transferred Award
or underlying PRSUs so permitted will be subject to all of the same terms and conditions as
provided in the Plan and this Agreement and the Holder’s estate or

beneficiary appointed shall
remain liable for any withholding tax that may be imposed by any federal, state or local tax
authority. Upon any attempt to so offer, sell, transfer, assign, pledge, hypothecate, encumber or
otherwise dispose of the PRSUs, the
Award and underlying PRSUs and all rights hereunder shall
immediately become null and void.







	
	
5


(b)

Certain Trusts
..

Upon receiving written permission from the Board
or its duly authorized designee, the Award

may be transferred

to a trust if
the Holder is

considered
to be the sole beneficial owner (determined under Section 671 of the Code and applicable state
law) while the Award is held in the trust, provided that
Holder

and the trustee enter into transfer
and other agreements required by the Company.

(c)

Dom
estic Relations Orders
..

Upon receiving written permission
from the Board or its duly authorized designee, and provided that
Holder

and the designated
transferee enter into transfer and other agreements required by the Company,
Holder

may transfer
the Awar
d or
Holder’s

right to receive the distribution of Common Stock or other consideration
thereunder, pursuant to a domestic relations order that contains the information required by the
Company to effectuate the transfer.
Holder is

encouraged to discuss the
proposed terms of any
division of the Award with the Company prior to finalizing the domestic relations order to help
ensure the required information is contained within the domestic relations order.

6.2

Investment

Representation
..


The

Holder

hereby

represents

and

covenants

that
:

(a)

any

share
s

of

Common
Stock

acquired

upon

the

earning and
vesting

of

the

Award

will

be

acquired

for

investment

and

not

with

a

view

to

the

distribution

thereof

within

the

meaning

of

the

Securities

Act

of

1933,

as

amended

(the

“
Securities

Act
”
),

unless

such

acquisition

has

been

registered

under

the

Securities

Act

and

any

applicable

state

securities

laws;

(b)

any

subsequent

sale

of

any

such

shares

shall

be

made

either

pursuant

to

an

effective

registration

statement

under

the

Securities

Act

and

any

applicable

state

securities

laws,

or

pursuant

to

an

exemption

from

registration

under

the

Securities

Act

and

such

state

securities

laws;

and

(c)

if

requested

by

the

Company,

the

Holder

shall

submit

a

written

statement,

in

form

satisfactory

to

the

Company,

to

the

effect

that

such

representation
s
(x)

are
true

and

correct

as

of

the

date

of

earning and
vesting

of

any

shares

of

Common

Stock

hereunder

or

(y)

are

true

and

correct

as

of

the

date

of

any

sale

of

any

such

share
s
,

as

applicable.

As

a

further

condition

precedent

to

the

delivery

to

the

Holder

of

any

shares

of

Common
Stock

subject

to

the

Award,

the

Holder

shall

comply

with

all

regulations

and

requirements

of

any

regulatory

authority

having

control

of

or

supervision

over

the

issuance

or

delivery

of

the

shares

and,

in

connection

therewith,

shall

execute

any

documents

which

the

Board

or the Committee
shall

in

its

sole

discretion

deem

necessary

or

advisable.

7.

Additional Terms and Conditions of Award
..

7.1

Clawback.

The
Holder

agrees to be subject to any “clawback” or other
comparable policies adopted by the Board or any of its committees to the extent adopted at a time
when
Holder
was employed by the Company.

7.2

Withholding Taxes
..  As a condition precedent to

the delivery of the
Common Stock, the Holder shall, upon request by the Company, pay to the Company such amount
as the Company may be required, under all applicable federal, state, local or other laws or
regulations, to withhold and pay over as income or
other withholding taxes (the “
Required Tax
Payments
”) with respect to the Award. If the Holder shall fail to advance the Required Tax
Payments after request by the Company, the Company may, in its discretion, deduct any Required
Tax Payments from any amoun
t then or thereafter payable by the Company to the Holder. The
Holder may elect to satisfy his or her obligation to advance the Required Tax Payments by any of
the following means: (i) a cash payment to the Company; (ii) if permitted by the Company,






	
	
6


delive
ry to the Company (either actual delivery or by attestation procedures established by the
Company) of previously owned whole shares of Common Stock having an aggregate Fair Market
Value, determined as of the date on which such withholding obligation arises

(the “
Tax Date
”),
equal to the Required Tax Payments; (iii) if permitted by the Company, authorizing the Company
to withhold whole shares of Common Stock which would otherwise be delivered to the Holder
having an aggregate Fair Market Value, determined as

of the Tax Date, equal to the Required Tax
Payments; (iv) to the extent permitted by applicable law, a cash payment by a broker
-
dealer
acceptable to the Company to whom the Holder has submitted an irrevocable notice of same
-
day
sale
;

or (v) any combinatio
n of (i), (ii) or (iii). Shares of Common Stock to be delivered or withheld
may not have a Fair Market Value in excess of the minimum amount of the Required Tax Payments
(or such higher withholding amount permitted by the Committee and which does not resul
t in
adverse accounting consequences to the Company). Any fraction of a share of Common Stock
which would be required to satisfy any such obligation shall be disregarded and the remaining
amount due shall be paid in cash by the Holder. No share of Common S
tock or certificate
representing a share of Common Stock shall be delivered until the Required Tax Payments have
been satisfied in full. Any determination by the Company with respect to the

tendering or
withholding of shares of Common Stock to satisfy the
Required Tax Payments shall be made by
the Committee if the Holder is subject to Section 16 of the Exchange Act.


7.3

Adjustment
..  In the event of any equity restructuring (within the meaning
of Financial Accounting Standards Board Accounting Standards Codifi
cation Topic 718,
Compensation
—
Stock Compensation, or the equivalent standard) that causes the per share value
of shares of Common Stock to change, such as a stock dividend, stock split, spinoff, rights offering
or recapitalization through an extraordinary

dividend, the terms of this Award, including the
number and class of securities subject hereto, shall be appropriately adjusted by the Committee,
and such adjustment shall be made in accordance with Section 409A of the Code. In the event of
any other chan
ge in corporate capitalization, including a merger, consolidation, reorganization, or
partial or complete liquidation of the Company, such equitable adjustments described in the
foregoing sentence may be made as determined to be appropriate and equitable b
y the Committee
(or, if the Company is not the surviving corporation in any such transaction, the board of directors
of the surviving corporation) to prevent dilution or enlargement of rights of the Holder. The
decision of the Committee regarding any such
adjustment shall be final, binding and conclusive.

7.4

Compliance with Applicable Law
..  The Award is subject to the condition
that if the listing, registration or qualification of the shares of Common Stock subject to the Award
upon any securities exchange or
under any law, or the consent or approval of any governmental
body, or the taking of any other action is necessary or desirable as a condition of, or in connection
with, the vesting or delivery of shares hereunder, the shares of Common Stock subject to the

Award
shall not vest or be delivered, in whole or in part, unless such listing, registration, qualification,
consent, approval or other action shall have been effected or obtained, free of any conditions not
acceptable to the Company. The Company agrees t
o use reasonable efforts to effect or obtain any
such listing, registration, qualification
, consent, approval or other action.

7.5

Award Confers No Rights to Continued Employment or Service
..  In no
event shall the granting of the Award or its acceptance by the

Holder, or any provision of the
Agreement or the Plan, give or be deemed to give the Holder

any right to continued employment,
or in the case of a consultant or director, any right to continued service by the Company, any






	
	
7


Subsidiary or any affiliate of th
e Company or affect in any manner the right of the Company, any
Subsidiary or any affiliate of the Company to terminate the employment or service, respectively,
of any person at any time.

7.6

Decisions of Board or Committee
..  The Board or the Committee shall
have
the right to resolve all questions which may arise in connection with the Award. Any interpretation,
determination or other action made or taken by the Board or the Committee regarding the Plan or
this Agreement shall be final, binding and conclusive.

7.7

Successors
..  This Agreement shall be binding upon and inure to the benefit
of any successor or successors of the Company and any person or persons who shall, upon the
death of the Holder, acquire any rights hereunder in accordance with this
Agreement or the Plan.

7.8

Notices
..  All notices, requests or other communications provided for in this
Agreement shall be made, if to the Company, to Porch Group, Inc., Attn: Stock Plan Administrator,
4
11

1st Avenue South, Suite
501
, Seattle, Washington 98
104
; stock@porch.com, and if to the
Holder, to the las
t known mailing address of the Holder contained in the records of the Company.
All notices, requests or other communications provided for in this Agreement shall be made in
writing either (a) by personal d
elivery, (b) by facsimile or electronic mail with confirmation of
receipt, (c) by mailing in the United States mails or (d) by express courier service. The notice,
request or other communication shall be deemed to be received upon personal delivery, upon
c
onfirmation of receipt of facsimile or electronic mail transmission or upon receipt by the party
entitled thereto if by United States mail or express courier service;
provided
,
however
, that if a
notice, request or other communication sent to the Company i
s not received during regular business
hours, it shall be deemed to be received on the next succeeding business day of the Company.

7.9

Governing Law; Personal Jurisdiction
..  This Agreement, the Award and all
determinations made and actions taken pursuant here
to and thereto, to the extent not governed by
the laws of the United States, shall be governed by the laws of the State of Delaware and construed
in accordance therewith without giving effect to principles of conflicts of laws. The Holder hereby
consents t
o personal jurisdiction in any action brought in any court, federal or state, within the
State of Delaware having subject matter jurisdiction in the matter.

7.10

Agreement Subject to the Plan
..  This Agreement is subject to the provisions
of the Plan and
shall be interpreted in accordance therewith. In the event that the provisions of this
Agreement and the Plan conflict, the Plan shall control. The Holder hereby acknowledges receipt
of a copy of the Plan.

7.11

Entire Agreement
..  This Agreement and the Plan con
stitute the entire
agreement of the parties with respect to the subject matter hereof and supersede in their entirety
all prior undertakings and agreements of the Company and the Holder with respe
ct to the subject
matter hereof
..

7.12

Partial Invalidity; Heading
s
..  The invalidity or unenforceability of any
particular provision of this Agreement by a court of law of competent jurisdiction

shall not affect
the other provisions hereof and, to the fullest extent permitted by applicable law, this Agreement
shall be co
nstrued in all respects as if such invalid or unenforceable provisions had never been






	
	
8


contained herein, and such provision or part thereof shall be reformed or construed so that it would
be enforceable to the maximum extent legally possible. Headings are f
or convenience only and are
not deemed to be part of this Agreement.


7.13

Amendment and Waiver
..  The Company may amend the provisions of this
Agreement at any time;
provided

that an amendment that would materially impair the Holder’s
rights under this Agreemen
t shall be subject to the written consent of the Holder. No course of
conduct or failure or delay in enforcing the provisions of this Agreement shall affect the validity,
binding effect or enforceability of this Agreement.  Waiver by any party of any breac
h of this
Agreement or failure to exercise any right hereunder shall not be deemed to be a waiver of any
other breach or right whether or not of the same or a similar nature.


7.14

Code Section 409A
..

It is intended that this Award be exempt from or
comply wi
th Section

409A of the Code and this Agreement shall be interpreted and administered
in a manner which effectuates such intent;

provided
,

however
, that in no event shall the Company
or any Subsidiary be liable for any additional tax, interest or penalty im
posed upon or other damage
suffered by the Holder on account of this Award being subject to but not in compliance with
Section

409A of the Code.

7.15

Section 280G of the Code
..



(a)

To the extent that the Holder would otherwise be eligible to receive
a payment or
benefit pursuant to the terms of this Agreement, any Related Agreement or otherwise
in connection with, or arising out of, the Holder’s employment with the Company or any
Subsidiary or a change in ownership or effective control of the Company or of a subst
antial portion
of its assets (any such payment or benefit, a “
Parachute Payment
”), that a nationally recognized
United States public accounting firm selected by the Company (the “
Accountants
”) determines,
but for this sentence would be subject to excise ta
x imposed by Section 4999 of the Code (the
“
Excise Tax
”), subject to clause (c) below, then the Company shall pay to the Holder whichever
of the following two alternative forms of payment would result in the Holder’s receipt, on an after
-
tax basis, of the
greater amount of the Parachute Payment notwithstanding that all or some portion
of the Parachute Payment may be subject to the Excise Tax: (1) payment in full of the entire amount
of the Parachute Payment (a “
Full Payment
”), or (2) payment of only a part
of the Parachute
Payment so that the Holder receives the largest payment possible without the imposition of the
Excise Tax (a “
Reduced Payment
”).

(b)

If a Reduced Payment is necessary pursuant to clause (a), then the
reduction shall occur in the following orde
r:

(1) cancellation of acceleration of vesting on any
equity awards for which the exercise price exceeds the then fair market value of the underlying
equity; (2) reduction of cash payments (with such reduction being applied to the payments in the
reverse o
rder in which they would otherwise be made, that is, later payments shall be reduced
before earlier payments); and (3) cancellation of acceleration of vesting of equity awards not
covered under (1) above;

provided
,
however
, that in the event that
acceleration of vesting of equity
awards is to be cancelled, acceleration of vesting of full value awards shall be cancelled before
acceleration of options and stock appreciation rights and within each class such acceleration of
vesting shall be cancelled
in t
he reverse order of the
grant

date

of such equity awards, that is, later
equity awards shall be canceled before earlier equity awards; and

provided
,

further
, that to the






	
	
9


extent permitted by Section 409A of the Code and Sections 280G and 4999 of the Co
de, if a
different reduction procedure would be permitted without violating Section 409A of the Code or
losing the benefit of the reduction under Sections 280G and 4999 of the Code, the Holder may
designate a different order of reduction.

(c)

For purposes of d
etermining whether any of the Parachute Payments
(collectively the “
Total Payments
”) will be subject to the Excise Tax and the amount of such Excise
Tax, (i) the Total Payments shall be treated as “parachute payments” within the meaning of Section
280G(b)(
2) of the Code, and all “parachute payments” in excess of the “base amount” (as defined
under Section 280G(b)(3) of the Code) shall be treated as subject to the Excise Tax, unless and
except to the extent that, in the opinion of the Accountants, such Total

Payments (in whole or in
part):

(1) do not constitute “parachute payments,” including giving effect to the recalculation of
stock options in accordance with Treasury Regu
lation Section 1.280G
-
1, Q&A 33;

(2) represent
reasonable compensation for services
actually rendered within the meaning of Section 280G(b)(4)
of the Code in excess of the “base amount” or (3) are otherwise not subject to the Excise Tax, and
(ii) the value of any non
-
cash benefits or any deferred payment or benefit shall be determined by
the Accountants in accordance with the principles of Section 280G of the Code.

(d)

All determinations hereunder shall be made by the Accountants,
which determinations shall be final and binding upon the Company and the Holder.

(e)

The federal tax returns filed by
the Holder (and any filing made by
a consolidated tax group which includes the Company) shall be prepared and filed on a basis
consistent with the determination of the Accountants with respect to the Excise Tax payable by
the Holder.

The Holder shall make

proper payment of the amount of any Excise Tax, and at the
request of the Company, provide to the Company true and correct copies (with any amendments)
of his or her federal income tax return as filed with the Internal Revenue Service, and such other
docu
ments reasonably requested by the Company, evidencing such payment (
provided

that the
Holder may delete information unrelated to the Parachute Payment or Excise Tax
and

provided
,

further

that the Company at all times shall treat such returns as confidenti
al and use
such return only for purpose contemplated by this paragraph).

(f)

In the event of any controversy with the Internal Revenue Service
(or other taxing authority) with regard to the Excise Tax, the Holder shall permit the Company to
control issues rela
ted to the Excise Tax (at its expense),
provided

that such issues do not potentially
materially adversely affect the Holder
, and

the Holder shall control any other issues.

In the event
that the issues are interrelated, the Holder and the Company shall in
good faith cooperate so as not
to jeopardize resolution of either issue.

In the event of any conference with any taxing authority
as to the Excise Tax or associated income taxes, the Holder shall permit the representative of the
Company to accompany the H
older, and the Holder and his representative shall cooperate with the
Company and its representative.

(g)

The Company shall be responsible for all charges of the
Accountants.







	
	
10


(h)

The Company and the Holder shall promptly deliver to each other
copies of any written

communications, and summaries of any verbal communications, with any
taxing authority regarding the Excise Tax covered by this

Section 7.1
5
..

(i)

Nothing in this

Section 7.1
5

is intended to violate the Sarbanes
-
Oxley Act of 2002 and to the extent that any adva
nce or repayment obligation hereunder would do
so, such obligation shall be modified so as to make the advance a nonrefundable payment to the
Holder and the repayment obligation null and void.

(j)

Notwithstanding the foregoing, any payment or reimbursement
mad
e pursuant to this

Section 7.1
5

shall be paid to the Holder promptly and in no event later than
the end of the calendar year next following the calendar year in which the related tax is paid by
the Holder or where no taxes are required to be remitted, the
end of the Holder’s calendar year
following the Holder’s calendar year in which the audit is completed or there is a final and
nonappealable settlement or other resolution of the litigation.

(k)

The provisions of this

Section 7.1
5

shall survive the termination

of
the Holder’s employment or service w
ith the Company or

any Subsidiary for any reason and the
termination of the Agreement.

7.16

Data Privacy Notice
..

(a)

Holder hereby acknowledges that the collection, use and transfer, in
electronic or other form, of Holder’s

personal data as described in this Agreement and any other
PRSU grant materials by the Company and its Subsidiaries is necessary for the purpose of
implementing, administering and managing Holder’s participation in the Plan. The Holder
authorizes, agrees
and unambiguously consents to the transmission by the Company and its
Subsidiaries of any personal data information related to this Award for legitimate business
purposes (including, without limitation, the administration of the Plan).

This authorization a
nd
consent is freely given by the Holder.

(b)

Holder

understands that the Company and its Subsidiaries may hold
certain personal information about
Holder
, including, but not limited to,
Holder
’s name, home
address and telephone number, email address, date of b
irth, social security, insurance, passport or
other identification number (e.g., resident registration number), salary, nationality, job title, details
of all PRSUs or any other entitlement to shares of Common Stock awarded, canceled, exercised,
vested, un
vested or outstanding in
Holder
’s favor (“
Data
”), for the purpose of implementing,
administering and managing the Plan.

(c)

Holder

understands that Data will be transferred to eShares, Inc.
DBA Carta, Inc. and its related companies (“
Carta
”) or any stock plan service provider as may be
selected by the Company in the future, which is assisting the Company with the implementation,
admi
nistration and management of the Plan.
Holder

understands that the recipients of the Data
may be located in the United States or elsewhere, and that the recipients’ country of operation
(e.g., the United States) may have different data privacy laws and pro
tections than
Holder
’s
country.
Holder

understands that if he or she resides outside the United States, he or she may
request a list with the names and addresses of any potential recipients of the Data by contacting






	
	
11


his or her local human resources represe
ntative. The Company, Carta, any stock plan service
provider selected by the Company in the future and any other possible recipients which may assist
the Company (presently or in the future) with implementing, administering and managing the Plan
may receiv
e, possess, use, retain and transfer the Data, in electronic or other form, for the sole
purpose of implementing, administering and managing his or her participation in the Plan.
Holder

understands that Data will be held only as long as is necessary to imp
lement, administer and
manage
Holder
’s participation in the Plan plus any required period thereafter for purposes of
complying with data retention policies and procedures.
Holder

understands that based on where
s/he resides, s/he may have additional rights

with respect to personal data collected, used or
transferred in connection with this Agreement or any other PRSU grant materials by the Company
and its Subsidiaries, and
Holder

may contact in writing his or her local human resources
representative.









	
	
12


This

Agreement

may be executed by facsimile or electronic means (including, without limitation,
PDF or, for Holder, by electronically accepting it on the Company’s third
-
party stock plan
administrator’s platform) and in one or more counterparts, each of which
shall be considered an
original instrument, but all of which together shall constitute one and the same agreement, and
shall become binding when one or more counterparts have been signed by each of the parties hereto
and delivered to the other party hereto
..



PORCH GROUP, INC.




By:




Name:




Title:




Acknowledgment, Acceptance and Agreement
:


By electronically accepting it on the Company’s third
-
party stock plan administrator’s platform
(which must be performed within 30 days from the Grant Date for th
is Agreement to be effective),
I hereby acknowledge receipt of the Agreement and the Plan, accept the PRSUs granted to me,
agree to be bound by the terms and conditions of
the Agreement and

the Plan.


HOLDER




By:




Name:




Title:





[Signature page to
PRSU Agreement
]










	
	
13


EXHIBIT
A

DETERMINATION OF
PERFORMANCE GOALS AND EARNED PRSU
s


[To be completed.]