Document

EXHIBIT 10.1



AMENDMENT TO 2020 AWARD AGREEMENTS
ISSUED UNDER THE 2014 EQUITY INCENTIVE PLAN


This AMENDMENT TO 2020 AWARD AGREEMENTS (this “Amendment”), dated as of August 4, 2021 (the “Effective Date”), is entered into by and between LENDINGCLUB CORPORATION, a Delaware corporation (the “Company”), and Scott Sanborn (“Participant”), and amends the following Award Agreements entered into by and between the Company and the Participant (collectively, the “Equity Award Agreements”):
 
(i)Award ID 1517610, dated February 26, 2020, evidencing 215,931 Restricted Stock Units (the Award Agreement evidencing such Award, the “RSU Agreement”); and


(ii)Award ID 1518342/1518343, dated July 6, 2020, evidencing a maximum of 736,314 Performance-Based Restricted Stock Units (the Award Agreement evidencing such Award, the “PBRSU Agreement”).


Capitalized terms used but not otherwise defined in this Amendment shall have the respective meanings set forth in the Company’s 2014 Equity Incentive Plan, as amended (the “Plan”).


Recitals


A.      The Company and Participant wish to amend certain provisions of the Equity Award Agreements as of the Effective Date to provide that: (i) the remaining 148,453 of unvested RSUs evidenced by the RSU Agreement shall be cash settled and (ii) up to 3,792 RSUs evidenced by the PBRSU Agreement shall be cash settled (collectively, the “Purpose”).


B.        Pursuant to the Equity Award Agreements, such amendment must be set forth in a written agreement by and between the Company and Participant.
Amendment


NOW THEREFORE, in consideration of foregoing premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and Participant hereby agree as follows: 


1.Amendment of RSU Agreement.  Section 1 of the RSU Agreement is hereby amended and restated, as of the Effective Date, in its entirety as follows:


“1. Settlement. Settlement of RSUs shall be made in the same calendar year as the applicable date of vesting under the vesting schedule set forth in the Notice; provided, however, that if the vesting date under the vesting schedule set forth in the Notice is in December, then settlement of any RSUs that vest in December shall be within 30 days of vesting. Settlement of RSUs shall be in cash. Settlement means the delivery of cash in an amount equal to the product of (a) the Fair Market Value of a Share on the settlement date, multiplied by (b), the number of RSUs that vest. No fractional RSUs or rights for fractional Shares (or corollary cash payment) shall be created pursuant to this RSU Agreement.”


2.Amendment of PBRSU Agreement.  Section 1 of the PBRSU Agreement is hereby amended and restated, as of the Effective Date, in its entirety as follows:


“1. Settlement. Settlement of RSUs shall be made in the same calendar year as the applicable date of vesting under the vesting schedule set forth in the Notice; provided, however, that if the vesting date under the vesting schedule set forth in the Notice is in December, then settlement of any RSUs that vest in December shall be within 30 days of vesting. Settlement of RSUs shall be in Shares; except with respect to the final 3,792 Earned Adjusted EBITDA Units (i.e., those 3,792 RSUs subject to the highest Adjusted EBITDA Multiplier that, if earned, would vest on 








February 25, 2023, such portion if earned the “Excess RSUs”), which Excess RSUs shall be settled in cash. Settlement means the delivery of the Shares in respect of RSUs (other than any Excess RSUs) that vest or, if applicable, the delivery of cash in an amount equal to the product of (a) the Fair Market Value of a Share on the settlement date, multiplied by (b), the number of Excess RSUs that vest. No fractional RSUs or rights for fractional Shares (or corollary cash payment) shall be created pursuant to this RSU Agreement.”


3.Interpretation. The Company and Participant acknowledge and agree that the intent of this Amendment is to effectuate the Purpose and delegate to the Company’s legal department the authority to resolve any ambiguities or conflicts in or caused by this Amendment in a manner that it deems consistent with effectuating the Purpose. 


4.No Other Amendments. Except as expressly amended hereby, the provisions of the Equity Award Agreements are and will remain in full force and effect and, except as expressly provided herein, nothing in this Amendment will be construed as a waiver of any of the rights or obligations of the Company and Participant under the Equity Award Agreements.


5.Counterparts. This Amendment may be executed in counterparts, each of which when signed by the Company or Participant will be deemed an original and all of which together will be deemed the same agreement.


6.Entire Agreement. This Amendment, the Equity Award Agreements and the Plan contain the entire understanding and agreement of the Company and Participant concerning the subject matter hereof, and collectively supersede any other agreement or understandings, written or oral, between the parties with respect thereto.


7.Governing Law. This Amendment and the rights of all persons claiming hereunder will be construed and determined in accordance with the laws of the State of California without giving effect to the conflict of law principles thereof.


IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first written above.
									
			
			
	LENDINGCLUB CORPORATION
		
	By:		/s/ Thomas Casey
		
	Name:		Thomas Casey
		
	Title:		Chief Financial Officer
			
	PARTICIPANT
		
	Signature:		/s/ Scott Sanborn
		
	Name:		Scott Sanborn