Exhibit 10.1
	
	

Exhibit
1
0
..1

PORCH GROUP, INC.


Senior Level Performance Bonus Plan

(Effective as of
[DATE]
)


1.

Purpose
..

The purpose of this Senior Level Performance Bonus Plan (the “
Plan
”) is
to attract, motivate, reward

and retain eligible employees by making a portion of their ca
sh
compensation dependent on

the perf
ormance of
Porch Group, Inc.

(the “
Company
”)

and/or

individual performance.


2.

Participants
..
The individuals to whom incentive bonus payments may be made
here
under shall be the executive officers of the
Company

(the “
E
O

Participants
”)
, as determined
by the
Company
’s Board of Directors
(the “
Board
”)
or Compensation Com
mittee of the Board

(the “
Committee
”)
, and such other key employees of the
Company

and subsidiaries of the
Company

as the Chief Executive Officer shall determine in his or her sole discretion (the “
Other
Participants
” and, tog
ether with the
EO Participants
, the “
Participants
”)
, as set forth o
n
Exhibit A

attached hereto.

3.

Administration
..


The Committee
shall administer and interpret th
e Plan for the
Participant
s
, and
in the exercise of the
following
powers, shall be referred to as the
“
Administrator
..”

(a)

Subject to the express provisions and limitations of this Plan, applicable law and
the listing standards of the Nasdaq Stock Market (or other national securities exchange, as
applicable), the Administrator shall be authorized and empowered to do all things

necessary or
desirable, in its sole discretion, in connection with the administration of the Plan, including,
without limitation, the following:

(i)

To prescribe, amend and rescind rules and regulations relating to the Plan
and to define terms not otherwise d
efined herein, and to take or approve such further actions
as it determines necessary or appropriate to the administration of the Plan, such as
correcting a defect or supplying any omission, or reconciling any inconsistency so that the
Plan or any award co
mplies with applicable law, regulations and
stock exchange
listing
requirements and so as to avoid unanticipated consequences or address unanticipated
events deemed by the Administrator to be inconsistent with the purposes of the Plan;

(ii)

To designate Participants, to establish
and to determine the weighting of
P
erformance
G
oals
, the Performance M
odifier

and
the components of the
P
erformance
M
odifier
, to determine the Performance Period,
and to determine the incentive bonus
payments, if any
, to be made to such Participants

based on the achievement of such

Performance G
oals and
P
erformance
M
odifier

for the
applicable
Performance Period
;

(iii)

To prescribe and amend the terms of any agreements or other documents
under the Plan;







	
	

2


(iv)

To determine whether,

and the extent to which, adjustments are required
,

including any adjustments

t
o P
erformance

Goals, the

P
erformance
M
odifier

and the
components of the Performance Modifier
pursuant to Section 5

hereof;

(v)

To interpret and construe the Plan, any rules and
regulations under the Plan,
and the terms and conditions of any incentive bonus payment

provided hereunder, and to
make exceptions to any such provisions in good faith and for the benefit of the
Company
;
and

(vi)

To make all other determinations deemed necessar
y or advisable for the
administration of the Plan.

(b)

All decision
s,
determinations

and interpretations by the Administrator regarding
the Plan and incentive bo
nus payments shall be final and binding on all Participants. The
Administrator may consider such fa
ctors, as it deems relevant to making such decisions,
determinations and interpretations including, without limitation, the recommendations or advice
of any director, officer or employee of the
Company

and such attorneys, consultants and
accountants as it
may select.

4.

Target Bonus
and

Earned Bonus

(a)

Each
Participant sha
ll have a target ince
ntive bonus for each Performance Period

during the term of this Plan stated as a percentage of his or her annual base salary (the “
Target
Bonus Percentage
”).

Bonus payments

under this Plan, if any, shall be paid based on performance
measurements de
termined at the end of the
applicable
Performance Period
..


(b)

A Participant’s
actual

base salary

paid
for the
applicable

Perfor
mance Period
, as
reflected in the
Company
’s payroll records, s
hall be used to calculate the Base Bonus, Modified
Bonus and Earned B
onus for such Performance Period; provided, however, for
any Participant not
employed for the full Performance Period such actual base sa
lary shall be annualized
.. The
actual

base salary used to calcul
ate the Earned B
onus shall not be reduced for any contributions made to
the
Company
’s 401(k) plan

(if any)

or other deferred compensation plans, and shall be exclusive
of any awards under the P
lan or any other bonus, incentive (including equity incentive) or special
pay awards.


(c)

Except
as otherwise provided in any written employment, offer letter, severance,
change in control, or similar agreement between the Company or any of its
s
ubsidiaries
and
Participant

(each, a “
Related Agreement
”)
,
an

incentive bonus payment shall be paid to a
Participant
only if the
Participant

is, and has been, continuously (except for any absence for
vacation, leave, etc. in accordance with the Company's or its
s
ubsid
iaries' policies) employed by
the Company or any of its
s
ubsidiaries
, except as permitted by Section 6 hereof.

(d)

Financial results for
Performance Goals

and, if applicable,

the objective
components of the Performance Modifier

must

be finalized as appropriate by the Chief Financial
Officer (or person having similar duties) and must be computed using financial results audited by
an independent registered

public accounting firm

before Earned B
onuses can be calculated and
paid.

Further, no incen
tive bonus payments will be paid

unless and until the Administrator






	
	

3


approves payments in accordance with the Plan.

The incentive bonus
payments hereunder
shall,

in
the
Administrator
’s
dis
cretion, be
paid
in cash and/or securities
or other property.

(e)

Notwithstanding Section 4(d)

hereof,

Ear
ned Bonuses

payable hereunder

shall
,
generally,

be paid in

February or

March of the year subsequent to the Performance Period, with
the specific date

of p
ayment

in such

applicable period

determined by the Administrator
..

5.

Performance Measures and Earned Bonus

(a)

The Administrator shall determine one or more performance periods in
each fiscal

year
,
and
each
applicable period
is
referred to herein as a

“
Performance Period
”.

(b)

A base bonus
shall

be determined for each Participant for each Performance Period
based upon the achievement of
certain Performance G
oals
(as defined below)
as determined by
the
Admini
s
trator
, in its discretion
,

for the applicable Perf
ormance Period (referred to as the “
Base
Bonus
”).

The Base Bonus
may
be modified by
a
Performance M
odifier

(as defined below)

as
determined by the
Administrator
,

in its discretion,
and
as so modified
or not
shall be referred to as
the “
Modified Bonus
”.

T
he Modified Bonus may be further modified by the Administrator in its
sole discretion,
including as set forth in this Plan,
and as so further modified or not, shall be referred
to as the “
Earned Bonus
”.

(c)

Performance Goals

and
Performance
Modifier
..


(i)

Performance Goals
..
Performance goals as determined by the
Administrator,

in its discretion
,

shall

include
the achievement of
one or more
specific
financial or non
-
financial measurements

(the “
Performance Goals
”)
..


The
Administrator
may
also determine, fo
r each Performance Period, the minim
um
performance achievement

of one or more Performance Goals
necessary before any
b
onus may be paid under the
Plan.


(ii)

Performance Modifier
..

The “Modified Bonus,” if any, shall

be calculated
as the Base Bonus multiplied

by
a performance modifier,
if any,
as determined by the
Administrator
, in its discretion
..

The
p
erformance
m
odifier, if any, shall be
determined
by
the Administrator
, in its discretion,
based on the achievement of
one or more
components
consisting of
financial or non
-
financial measurements, each of which may be objective
and/or subjective,
for the Performance Period

(the “
Performance Modifie
r
”)
..

The
Administrator may also determine, for each Performance Period, the minimum
per
formance achievement
of one or more components of the Performance Modifier
necessary before

the Performance M
odifier

may be
applied
under the Plan.

(d)

Adjustments to
and Weighting of
Performance Goals and
Performance
Modifier

in
Performance Period
..

(i)

Adjustme
nts
..
The Administrator has the discretion to adjust Performance
Goals

and the components of the Performance Modifier
, as appropriate
, for

the occurrence
of
unusual, non
-
re
curring or extra
-
ordinary events
or matter
s
,
including if such event
s

or
matter
s

are

not reflective of the
Company
’s ongoing operations and related tax effects
..









	
	

4


(ii)

Weighting
..
The Administrator shall have the authority to determin
e
the
relative weight of (i)
the Performance G
oals
, the Performance Modifier

and the
components of the Performance Modifier
and (ii) the achievement of threshold, target and
maxim
um performance (and the

c
orrelation between such achievement levels
) that
comprise
such Performance G
oals
, the Performance Modifier

and
the components
Per
formance Modifier
..


(e)

Extraordinary Adjustments
..
Notwithstanding the

attainment of the Performance
Goals or the Performance Modifier, all Earned B
onuses under the Plan are subject to
adjustment,
reduction or elimination by the Administrator
, in its discret
ion,

prior to payment.

For example,

but
not as a limitation of the foregoing general provisi
on, a reduction in any and all Earned B
on
uses
may be made if performance is

achieved in ways that are considered not in the best interests of the
Company
’s
stockho
lders

or not auth
orized by the Board

or management.

Furthermore, the
Administrator also may adjust
the Base Bonus or Modified Bonus

of one or more Participants
in
order to ensure the
Company
’s aggregate
Earned Bonus
payments under the Plan do not
exceed
the funding authorized under the Plan.

(f)

The Earned Bonus

shall be payable at the time set forth in Section 4(e)

hereof
..


6.

Termination of Employment; Change in Control.

(a)

Death or Disability During the Performance Period
..

Except as required otherwise
b
y applicable law or regulation

or as
otherwise provided in any Related Agreement
, i
f the
Participant
’s employment with the Company terminates prior to the
payment date for the
applicable Performance Period

by reason of the
Participant
’s death or due to Dis
ability, then in
any such case,
the
Participant

shall
receive
a pro rata bonus for the applicable Participant for the
Performance Period during which the Participant was terminated in accordance with Section 7
hereof.

For purposes of this Agreement,
Participan
t

will be deemed to have a “Disability” if,
because of a physical or mental impairment,
Participant

has been unable to perform the essential
functions of their position, with or without reasonable accommodation, for a period of one hundred
eighty

(180) days within any 12
-
month period as determined by a medical doctor approved by the
Board
and the Participant
..

(b)

Voluntary Termination
..

Except
as otherwise provided in any Related Agreement
,
i
f a Participant’s employment is terminated due to a voluntar
y termination

prior to
the payment
date for the applicable Performance Period
, excluding a retirement that meets the definition of
retirement established by the
Administrator

(if any)

or when

payment is required for retirement
defined
under applicable law
or regulation (each, a “
qualifying retirement
”)
, no bonus will be
earned by or paid to the Participant.

In the case of qualifying retirement

meeting the definition
established by the
Administrator
, the Administrator shall have the discretion, but not the
obligation, to pay a pro rata bonus to such Participant for the Performance Period during which
the Participant retired in accordance with Section 7

hereof
..

(c)

Involuntary Termination
..

Except as

otherwise provided in any Related Agreement
,
i
f a Participant’s

employment is terminated for cause (but excluding any other event otherwise
described in this Section 6)

prior to
the payment date for the applicable Performance Period
, no
bonus will be earned by or paid to the Participant.

For purposes of the Plan, a t
ermination for






	
	

5


“cause” means a material failure to perform such employee’s duties and responsibilities to a
satisfactory degree, any violation of laws or regulations or a material violation of
Company

policies and procedures.

If a Participant’s employment is terminated without cause, the
Administrator shall have the discretion, but not the obligation, to approve a pro rata bonus for the
applicable Participant for the Performance Period during which th
e Participant was terminated in
accordance with Section 7

hereof
..


(d)

Change in Control
..
Except as

otherwise provided in any Related Agreement

, i
f
there is a Change in Control (as defined under the
Company
’s
2020 Stock
Incentive Plan, as
amended, or any suc
cessor equity incentive plan) and a Participant is terminated by the
Company

(or any successor thereof, by merger, acquisition or otherwise) within six months of such Change
in Control for any reason other than for intentional acts of material misconduct o
r omission in
carrying out the duties and responsibilities of such Participant’s position, such Participant shall
earn a

cash bonus equal to the

Target Bonus Percentage

for the applicable

Performance Period in
which the Change in Control occurred multiplie
d

by

the greater of

his or her actual base salary in
effect on the date of

(i)

the employment termination

and (ii) the Change in Control.

Such
payments shall be paid in cash to the Participant as soon as administratively possible, but not later
than 30 da
ys following such termination.

(e)

Section 409A
..

Notwithstanding anything in this Plan to the contrary, if it is
determined that any payment hereunder constitutes “nonqualified deferred compensation” that
would be paid upon “separation from service” of a “spe
cified employee” (as such terms are defined
in Section 409A of the Internal Revenue Code of 1986, as amended), then such payment that
otherwise would have been paid within six months after the Participant’s “separation from service”
shall be accrued, witho
ut interest, and its payment delayed until the first day of the seventh month
following the Participant’s “separation from service,” or if earlier, the Participant’s death, at which
point the accrued amount will be paid as a single, lump sum cash payment.

(f)

Timing of Payments
..

Except as set forth in Sections (6)
(d) and (e) hereof, Earned
B
onuses under this Section 6 will be paid to Participants at the same time as
Earned Bonuses are
paid

to other Participants under the Plan for the applicable Performance Per
iod.

7.

Pro Rata Bonuses
..

(a)

New Hires
..

A new employee who becomes a Participant in connection with such
hire shall earn a pro rata bonus from the date of hire
, but only if the date of hire is on or before
September 30 of

the Performance Period

(or such other d
ate determined by the Administrator)
..

(b)

Transfer; Promotion; Demotion; Retirement; Involuntary Termination Without
Cause
; Death or Disability
..

(i)

For an existing employee who is transferred to a new position which results
in such employee becoming a Participant
, the pro rata period shall begin from the date of
transfer.

(ii)

For an existing employee who was a Participant prior to a promotion and
who continues to be a Participant thereafter, and the Target Bonus Percentage is
increased,
the Earned B
onus will be based
on two pro rata periods: (i) from the beginning of the






	
	

6


Performance Period through the date immediately preceding such promotion, and (ii)

from
the date of such promotion until the end of the Performance Period.

(iii)

For an existing employee who was a Participan
t and who is demoted such
that the employee is no longer a Participant thereafter, the pro rata period will end on the
date immediately preceding such demotion.

(iv)

For an existing employee who retires and for whom a pro rata bonus is
approved by the Administr
ator under Section 6(b)

hereof
, the pro rata period will end on
the date immediately preceding such retirement.

(v)

For an existing employee who was a Participant and who is involuntary
terminated without cause

by the Company

or
its
s
ubsidiary

and for whom a
pro rata bonus
is approved by the Administrator under Section 6(c)

hereof
,
or due to death or Disability,
the pro rata period will end on the date immediately preceding such termination

of
employment.

(c)

Achievemen
t of

Performance Period
..

A pro rata bonus sha
ll

be earned
only
if the
applicable

P
e
rformance
G
oals
, as determi
ned by the Administrator
, in its discretion,

also are
satisfied for the

full

Performance Period.

(d)

Pro Rata Application of Performance Modifier
..  In determining a pro rata bonus,
the Performanc
e Modifier earned for the full Perform
ance Period will be utilized to calculate the
Modified Bonus
,

unless the Administrator determines otherwise.

(e)

Timing of Pro Rata Payments
..

Earned
Bonuses that are
pro rata under this Section
7 will be paid to Partici
pants at the same time as
Earned B
onuses are made to other Participants
under the Plan for the applicable Performance Period

8.

Bonus 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
Participant

was employed by the Company.

9.

General

(a)

Amendment and Termination
.. The
Company

reserves the right to amend or
terminate this Plan at any time by
action of the Board

or the
Administrator

with respect to future
services of Participants.

To comply with local laws, the
Company

(acting through the
Administrator) reserves the right to ad
opt amendments, rules, procedures, guidelines or other
documents (collectively “
Addendums
”) affecting this Plan at any time that are applicable only to
such local jurisdictions; provided, however, that any Addendums that are app
licable to any
EO
Participan
t

must be reflected in a written amendment to this Plan that is approved by the
Administrator
..

(b)

Tax Withholding
..

The Participant shall be responsible for all taxes required by law
to be withheld by the
Company

or a
s
ubsidiary in respect of the bonus paymen
t.
The
Company

shall have the right to make all payments or distributions pursuant to the Plan to any person, net
of any applicable federal, state and local payroll or withholding taxes, or the applicable taxes of






	
	

7


any foreign jurisdiction (collectively, “
Taxes”), required to be paid or withheld. The
Company

shall have the right to withhold from wages or other amounts otherwise payable to such Participant
such Taxes as may be required by law, or if permitted by law, to otherwise require the Participant
to p
ay such Taxes. If such person shall fail to make such Tax payments as are required, the
Company

shall, to the extent permitted by law, have the right to deduct any such Taxes from any
payment of any kind otherwise due to such Participant or to take such ot
her action as may be
necessary to satisfy such Tax obligations.

(c)

No Assignment
.. Unless the
Administrator

expressly provides otherwise in writing,
no Participant nor any other person may sell, assign, convey, gift, pledge or otherwise hypothecate
or
alienate any bonus payment
, except for a transfer under the laws of descent or distribution as a
result of the death of the Participant
..

(d)

Non
-
Exclusivity
.. The adoption of the Plan by th
e Board

shall not be construed as
creating any limitations on the

power
of the Board

or Administrator to adopt such other incentive
arrangements as either may deem desirable, including, without limitation, cash or equity
-
based
compensation arrangements, either tied to performance or otherwise, and any such other
arrangements a
s may be either generally applicable or applicable only in specific cases.

(e)

Employment at Will
..

Neither the Plan, the selection of a person as a Participant, the
payment of any

bonus

to any Participant, nor any action by the
Company

or the Administrator
sha
ll be held or construed to confer upon any person any right to be continued in the employ of
the
Company
.. The
Company

expressly reserves the right to discharge any Participant whenever in
the sole discretion of the
Company

its interest may so require.

(f)

No V
ested Interest or Right
..

Except as specified under Section 6 hereof

or
as
otherwise provided in any Related Agreement
, at no time before the actual payment of a bonus to
any Participant or other person shall any Participant or other person accrue any vest
ed interest or
right whatsoever under the Plan, and the
Company

has no obligation to treat Participants
identically under the Plan.

(g)

Beneficiary Designation
..

Each Participant may name, from time to time, any
beneficiary (who may be named contingently or su
ccessively) to whom any benefit under the Plan
is to be paid in case of his or her death before he or she receives any or all of such benefit.

Each
designation will revoke all prior designations by the same Participant, shall be in a form prescribed
by th
e
Company
, and will be effective only when filed by the Participant in writing with the
Company

during his or her lifetime.


(h)

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 Participant 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.

(i)

Severability
..  The invalidity or unenforceability of any provision of this P
lan in any
jurisdiction shall not affect the validity, legality or enforceability of the remainder of this Plan in
such jurisdiction or the validity, legality or enforceability of any provision of this Plan in any other






	
	

8


jurisdiction, it being intended that

all rights and obligations of the parties hereunder shall be
enforceable to the fullest extent permitted by law.

(j)

Headings
..

Headings are given to the sections and subsections of the Plan solely as
a convenience to facilitate reference.


Such headings shal
l not be deemed in any way material or
relevant to the construction or interpretation of the Plan or any provision thereof.

(k)

Governing Law
..

The Plan and any agreements and documents hereunder shall be
governed, construed and administered in accordance with

the laws of the State of
Delaware
(regardless of the laws that might otherwise govern under applicable principles of conflicts of laws
of such jurisdiction or any other jurisdiction) and applicable federal law.


(l)

Code Section 409A
.. It is intended that thi
s Plan be exempt from or comply with
Code Section 409A, and the Plan shall be interpreted and administered consistent with that intent;
provided, however, that under no circumstances whatsoever shall the
Company

be liable for any
additional tax, interest o
r penalty imposed upon a Participant, or any other damage suffered by a
Participant, on account of the bonus plan being subject to but not in compliance with Code Section
409A.








	
	

Exhibit
1
0
..1

EXHIBIT A


CALCULATION OF SENIOR LEVEL PERFORMANCE BONUS PAYMENTS


[To be complete
d
..]