Exhibit 10.5
Offerpad SOLUTIONS INC.
AMENDED AND RESTATED NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM
Eligible Directors (as defined below) on the board of directors (the “Board”) of Offerpad Solutions Inc. (the “Company”) shall be eligible to receive cash and equity compensation as set forth in this Amended and Restated Non-Employee Director Compensation Program (this “Program”). The cash and equity compensation described in this Program shall be paid or be made, as applicable, automatically as set forth herein and without further action of the Board, to each member of the Board who is not an employee of the Company or any of its parents, affiliates or subsidiaries, and who is determined by the Board to be eligible to receive compensation under this Program (each, an “Eligible Director”), who may be eligible to receive such cash or equity compensation, unless such Eligible Director declines the receipt of such cash or equity compensation by written notice to the Company.
This Program shall become effective upon the Effective Date (as defined below), and shall remain in effect until it is revised or rescinded by further action of the Board. This Program may be amended, modified or terminated by the Board at any time in its sole discretion. No Eligible Director shall have any rights hereunder, except with respect to equity awards granted pursuant to Section 2 of this Program. For purposes of this Program, the “Effective Date” shall mean June 21, 2023.
(i) Audit Committee Chairperson. An Eligible Director serving as Chairperson of the Audit Committee shall be eligible to receive an additional annual retainer of $20,000 for such service.
(ii) Audit Committee Member. An Eligible Director serving as a non-Chairperson member of the Audit Committee shall be eligible to receive an additional annual retainer of $10,000 for such service.
(iii) Compensation Committee Chairperson. An Eligible Director serving as Chairperson of the Compensation Committee shall be eligible to receive an additional annual retainer of $20,000 for such service.
(iv) Compensation Committee Member. An Eligible Director serving as a non-Chairperson member of the Compensation Committee shall be eligible to receive an additional annual retainer of $10,000 for such service.
(v) Nominating and Governance Committee Chairperson. An Eligible Director serving as Chairperson of the Nominating and Governance Committee shall be eligible to receive an additional annual retainer of $10,000 for such service.
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(vi) Nominating and Governance Committee Member. An Eligible Director serving as a non-Chairperson member of the Nominating and Governance Committee shall be eligible to receive an additional annual retainer of $5,000 for such service.
(vii) Lead Independent Director. An Eligible Director serving as the Lead Independent Director shall be eligible to receive an additional annual retainer of $25,000 for such service.
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(i) The number of Restricted Stock Units subject to an Initial Award shall be determined by dividing the value of the Initial Award by the average closing price of the Company’s Common Stock for the 30 consecutive calendar days prior to (and including) the date immediately preceding the applicable grant date.
(ii) An Eligible Director’s Director Award(s) shall vest in full immediately prior to the occurrence of a Change in Control, to the extent outstanding at such time, if the Eligible Director will not become, as of immediately following such Change in Control, a member of the board of the Company or the ultimate parent of the Company.
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