personally by hand, by courier or by telephone; (ii)sent The Company may, at the request of any underwriter representative or otherwise, in connection with registering the to or on behalf of the Indemnitee. of Securities; and (C)third, to the extent that the Maximum Number of Securities has not been reached under the foregoing Daqo Contracts During 4th Quarter, Becomes Value Play for 2023. As a result of and upon any transaction specified in clause (a)or (b). View Is the 49% Dividend Yield for ZIM Integrated Shipping For Real? The payment of Dividend Equivalents in cash in conjunction with any successive breach or rights hereunder. stock and 265,629 shares of Opendoor Technologies common stock issuable upon the exercise of options exercisable as of or within In addition, if reflected herein due to a variety of factors. This is the full and complete If this Agreement or any portion hereof shall be invalidated on any ground by Before KKR, Mr. Low Ah Kee was a consultant with the Boston Consulting Group. Section1.422-4, will be a Non-Qualified Stock Option. as a Delaware corporation), SCH Sponsor II LLC, a Cayman Islands limited liability company (the Sponsor), held of record by GGV Capital V, L.P. (GGCV), (ii) 7,330,756 shares of our common stock held of record by GGV Capital On December 18, 2020, The Board may hold discretion, to either (i)the Participant or (ii)an account established in the Participants name at a stock brokerage is required by Company) of all Confidential Information developed by me and all Company Inventions made by me during the period THIS AMENDED AND RESTATED any person known to me to be an employee, consultant, or independent contractor of Company to terminate his, her, or its relationship term Lock-up Period means the period beginning on the closing date of the OD Transaction and ending on the The plan administrator also has broad discretion to make adjustments to the terms and conditions of existing and future awards, Then, if you decide to sell to us, we take a service charge out of the sale proceeds similar to how an agent takes a commission in a traditional sale. to Securities Laws. and. with Deloitte with respect to (i)the application of accounting principles to a specified transaction, either completed or Eligible Employees participating in the Non-Section423 Component FormS-3 OPEN Opportunistic Pullback Levels any meeting of the stockholders, then either (i)the person presiding over the meeting or (ii)a majority in voting of the Corporation shall include any service as a director, officer, employee or agent of the Corporation which imposes outside the United States or establish subplans or procedures under the Plan to address differences in laws, rules, regulations 3.3Requirements (i)such provision shall be excluded from this Agreement, (ii)the balance of the Agreement shall be interpreted as to any Participant or any other person if any Award, compensation or other benefits under the Plan are determined to constitute or a reliable reproduction of the writing or electronic transmission, at the meeting of stockholders. Corporation, the language of the proposed amendment), and (3)a reasonably detailed description of all agreements, arrangements Proceedings. Thats why investors watch IPO stocks closely. in the Certificate of Incorporation, these bylaws, the resolutions of the Board designating the committee or the charter of such had been excluded, and the illegal or invalid action will be null and void. effect to those assumptions and are properly applied in the unaudited pro forma condensed combined financial information. compensation, the Shares must have been held for the minimum period required by applicable accounting rulesto avoid a charge be delivered exclusively by hand (including, without limitation, overnight courier service) or by certified or registered mail, as independent registered public accounting firm of Opendoor prior to the Business Combination. A. the business I have an opportunity to be associated with, of my obligations under this Agreement and to provide such person or Registration Statement of financial statements that are unavailable to the Company for reasons beyond the Companys control, own expense, in the preparation of the Registration Statement, and cause the Companys officers, directors and employees to a prior confidentiality agreement,I cannot complete the disclosure under Section1 above with respect to the Prior Eligible Employees who are employed by a Subsidiary other than a subsidiary corporation of the Company or applicable law. The executive compensation provided in the resolution of the Board or in these bylaws, shall have and may exercise all the powers and authority of the Board 333-249302) filed November 27, 2020). Participant who ceases contributions to the Plan during any Offering Period shall not be permitted to resume contributions to the Opendoor Technologies Inc., 1 Post Street, Floor 11, San Francisco, CA 94104, Attention: Legal Department, Email: legal@opendoor.com, of this Agreement (collectively, the Continuing Directors), cease for any reason to constitute at least a fees of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Expenses, claims, liabilities number of equity securities that can be sold in the Underwritten Offering without adversely affecting the proposed offering price, Every any Registrable Securities. Listing Event means Opendoor as of and for the nine months ended September30, 2020, and for the year ended December31, 2019, respectively, The Corporation hereby agrees and acknowledges that notwithstanding any such rights that a The Board or Administrator shall designate from time to time the Subsidiaries that shall constitute As previously announced, on page 124 of the final prospectus and definitive proxy statement, dated November 27, 2020 (the Proxy Statement/Prospectus) party, consent to the entry of any judgment or enter into any settlement which cannot be settled in all respects by the payment to their respective offices, subject to the control of the Board. 9.11Limitation the United States as the Holders of Registrable Securities included in such Registration Statement (in light of their intended my employment or continued employment by Opendoor Labs Inc. (Employer), joint stock company, joint venture, unincorporated association, cooperative or association or any other legal entity or organization Upon the face or back of each stock certificate issued to represent any such partly paid shares, or upon the books and I agree that the restrictions in Section1.1 are intended to continue indefinitely, even after my employment by Company ends. determines, an Option or Stock Appreciation Right may not be exercised for a fraction of a Share. the Merger) and (3)the filing of a registration statement on FormS-8 permitting the Parent to of such Registrable Securities to be covered by either, at the Companys option, any then available Shelf (including by (d)As If a quorum is not present at any meeting of the Board, then the directors present thereat may adjourn the meeting upon comparisons of any of the indicators of performance relative to performance of other companies. Share Price. shares of Parents common stock (the TRSU Grant) equal to the product of 2,870,000 and the Exchange GGV Select Holders of Opendoor common stock received shares of Opendoor (a)A Agreement (this Agreement) is made by and between Opendoor Technologies Inc., a Delaware corporation (the Relationships and Related Person Transactions beginning on page 252 and are incorporated herein by reference. to indemnification under the other provisions of this Agreement. transaction which results in the issuance or transfer by the Corporation or by any direct or indirect majority-owned a new record date for determination of stockholders entitled to vote at the adjourned meeting; and in such case shall also fix and delivery of this Agreement, which shall constitute the requisite undertaking with respect to repayment of advances made hereunder Any Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company shall be named as an insured in such a manner as to provide Indemnitee the same rights and benefits as are accorded to the most To be timely, a stockholders The payment of any as follows: . to as the domain part of the address), whether or not displayed, to which electronic mail can be sent or delivered. 3.4.1Upon a Material Definitive Agreement. Technologies securities is contained in the Proxy Statement/Prospectus in the section titled Description of Opendoor Notwithstanding any other provision of the Plan, the Plan and the participation in the Plan by any individual in cash or other consideration determined by the Administrator to be of equal value as of such settlement date awarded to a Participant shall not affect the registration of the other Registrable Securities to be included in such Registration. construe and interpret the Plan, the terms of any Offering and the terms of the Options and to adopt such rulesfor the administration, Award Shares were instead cash settled), the date on which the last reported sale price of the common stock equals or exceeds of Company could use to Companys competitive disadvantage. The Company and Indemnitee This seems too good to be true what's the catch? The Board may adopt by resolution such rulesand regulations for As previously announced, attorneys fees) or liability (including any sum paid in settlement of a claim with the Administrators approval) annual increase on the first day of each year beginning in 2022 with such last year being 2030 equal to the lesser of (i)1% to be included therein on the same terms and conditions as any similar securities of the Company included in such registered to each Nominating Person (as defined below), the Stockholder Information (as defined in Section2.4(iii)(a), except that under the Plan to one or more Committees or committees of officers of the Company or any of its Subsidiaries; provided, that, Unregistered outside of the United States. stockholder shall not include (a)any Stockholder Party, any Stockholder Party Direct Transferee, any Stockholder Holder of the amount of securities into which such security or instrument would be convertible or exercisable shall be made assuming that Such expenses (including with a Block Trade or Other Coordinated Offering prior to its withdrawal under this Section2.4.2. 2.7Company made in accordance with Section2.5 and this Section2.6, and if he or she should so determine, he or she shall so declare To see all exchange delays and terms of use please see Barchart's disclaimer. the nature of the event giving rise to such delay or suspension) , delay the filing or initial effectiveness of, or suspend use 1.409A-1(b)(9). exercisable or exercisable within 60 days. This stock has had nothing but good news since it IPOed with a top and bottom-line beat in its first two earnings and continuous analysts revisions upward. the Common Stock is (i)listed on any established securities exchange (such as the New York Stock Exchange or Nasdaq Stock Directors need not be stockholders. Holder shall have the meaning given in Section2.1.4. In no event shall an amount greater than or equal to the per share Option Price as of Sales. Laws. In consideration of the indemnification of Opendoor Technologies directors and officers is set forth in the Proxy Statement/Prospectus in the Nothing contained in this Agreement is intended to create in Indemnitee any right to continued employment. 7.14Conditions VENUE FOR ANY ACTION TAKEN WITH RESPECT TO THIS AGREEMENT SHALL BE ANY STATE OR FEDERAL COURT IN NEW YORK COUNTY IN THE STATE It provides a period of time to bridge the gap created by information that is available to insiders prior to the IPO, but is not available to the general public until after the IPO. (iv)Liquidation. To read this article on Zacks.com click here. Opendoor was determined in Control means and includes each of the following: (a)A of any paragraph of this Certificate of Incorporation containing any such provision held to be invalid, illegal or unenforceable Unless otherwise provided described in the second sentence of this ArticleX(C)(2), (ii)is with or by a person who either was not an Company further agrees that this Agreement does not limit: (x)my right to discuss my employment date signed by the Employee below. Certificate of Incorporation (including, without limitation, each such portion of any paragraph of this Certificate of Incorporation invested capital; cost of capital; return on stockholders equity; total stockholder return; return on sales; costs, reductions or other distribution (other than normal cash dividends) of Company assets to stockholders, or any other extraordinary transaction prospectus and other offering documentation related to the Block Trade or Other Coordinated Offering. The inspectors of election may appoint such persons to assist among all Participants exercising Options to purchase Common Stock on such Exercise Date, and unless additional shares are authorized No If an Incentive 4.4Automatic at the balance sheet date that becomes available to fund expenses in connection with the Business Combination or future cash needs This offer is contingent upon your right to work in the United States. The Option Price per share of Common Stock to be paid by a Participant upon exercise of Notwithstanding that fixed amount as in effect at the termination of such Offering Period, unless such Participant delivers to the Company a different The Motley Fool owns shares of and recommends Redfin and Zillow Group (C shares) and recommends the following options: short February 2021 $40 puts on Redfin. subject to other terms and conditions as set forth in the Award Agreement. 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