OPEN LENDING CORP: Change of Directors or Principal Officers, Financial Statements and Supporting Documents (Form 8-K)

Article 5.02 Departure of directors or certain officers; Election of directors;

Appointment of certain leaders; Compensatory schemes for certain

Officers.

Executive and Board Transitions

On October 6, 2022, Open loan company (the “Company”) announced that John J. Flynn has retired from his position as Chief Executive Officer and that the Company’s Board of Directors (the “Board”) has appointed Mr. Flynn to the Board of Directors as Chairman, each taking effect on the same date.

The Company also announced that Ross M. Jessup retired as President and Chief Operating Officer and member of the Board of Directors effective October 5, 2022. Mr Jessup will transition to an advisory role within the Company.

On October 6, 2022the Council has appointed Keith A. Jezek58 years old, to succeed Mr. Flynn as Chief Executive Officer of the Company and elected Mr Jezek as a member of the Board of Directors, each taking effect on the same date.

On October 6, 2022, Jessica Snydera current director who acts as Chairman of the Audit Committee of the Board, was appointed Vice-Chairman of the Board, effective the same date.

Before joining the Company, Mr Jezek served as president, Retail Solutions Group for Cox Automotive group, which includes brands such as DealerTrack,
Autotrader, Kelley’s Blue BookvAuto, Dealer.com, Wine Solutions and xtimeamong others, since 2015. Mr Jezek co-founded vAuto, Inc. and in September 2010led vAuto through its successful acquisition by AutoTrader Group (now Cox Automotive). Mr Jezek has served as President and CEO of vAuto since
January 2007 through September 2010. Before vAuto, Mr Jezek held various key management positions at ADP (now CDK), Digital Motorworks and TraveLogix. Mr Jezek earned a Bachelor of Arts in English from the University of Texas at Austinand his MBA in Finance McCombs School of Business to
University of Texas at Austin. We believe that Mr Jezek is qualified to serve on our Board of Directors due to his extensive experience as a leader of several companies in the automotive market.

Mr Jezek has no family relationship with any director or officer of the Company, or any person appointed or selected by the Company to become a director or officer, and has no direct or indirect material interest in any transaction required to be disclosed under of Article 404(a) of Regulation SK.

The Company will also enter into its standard Form of Directors’ Indemnification Agreement and Form of Directors’ Indemnification Agreement with Mr Jezekthe forms of which are filed as Exhibit 10.11 and Exhibit 10.12, respectively, to the Company’s Current Report on Form 8-K filed on June 15, 2020.

On October 6, 2022, the Company has issued a press release regarding the aforementioned transitions. A copy of this press release is provided as Exhibit 99.1 to this report on Form 8-K.

Employment contract with Mr Jezek

The Company has entered into an employment contract with Keith A. Jezek (the “Jezek Employment Agreement”), dated October 6, 2022in which Mr Jezek will assume the duties of Chief Executive Officer of the Company as of October 7, 2022 (the “CEO Effective Date”).

According to Jezek’s employment contract, Mr Jezek will receive an annual base salary of $550,000 and, beginning in 2023, he will be eligible to receive an annual cash incentive with a target of 100% of his base salary and with the ability to earn up to 150% of his base salary based on Achievement of performance measures to be established by the board or the compensation committee of the board. In the event of a change of control of the Company, Mr Jezek will be eligible to receive an annual cash incentive bonus prorated to the greater of the target or actual level of performance on the date of the change of control. Jezek’s employment contract provides that from 2023, Mr Jezek will receive annual long-term incentive awards with a target value of $4,000,000, of which 60% will be awarded in the form of performance-based restricted stock units that will vest or forfeit at the end of a three-year performance period and 40% will be in the form of stock units time-based restrictions that vest over a four-year period following the grant date, in both cases, subject to continuous employment until the applicable vesting dates. Jezek’s employment agreement further provides for an initial long-term incentive award of 825,000 time-based restricted stock units, which will vest at 25% on the 12-month anniversary of the start date. employment of the CEO and, thereafter, on each of the first thirty-six (36) monthly anniversaries of the

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original vesting date, in each case, subject to At Mr. Jezek’s continuous employment until each of these dates. The initial long-term share award will vest in full upon At Mr. Jezek’s termination of the Company for cause or, within 12 months of a change of control of the Company, termination by the Company without cause.

In addition, Jezek’s employment contract provides, on At Mr. Jezek’s termination of employment of the Company for cause or termination of employment by the Company without cause, in either case, other than immediately before, during or within 12 months following a change of control of the Company, Mr Jezek will be eligible to receive (i) continued payment of his then-current base salary for (x) 12 months, if such termination occurs within 12 months of the CEO’s start date of employment, (y) 18 months, if such termination occurs within 12 months -24 months after the CEO’s start date of employment, and (z) 24 months, if such termination occurs no later than 24 months after the CEO’s start date of employment, and (ii) up to 18 months of subsidized COBRA coverage. Jezek’s employment agreement further provides that if such termination occurs immediately prior to, during, or within 12 months of a change in control of the company, Mr Jezek shall be eligible to receive (i) a lump sum equal to twice the sum of (x) his then-current base salary plus (y) his annual incentive bonus based on the achievement of the actual performance level as determined by the board of directors or the compensation committee of the board immediately before the date of the change of control and extrapolated for the remainder of the financial year in which the change of control occurs or, if greater, At Mr. Jezek’s target annual cash incentive for the current year if such termination occurs during the first half of the year, and (ii) up to 18 months of subsidized COBRA coverage.

The foregoing severance benefits are subject to the execution and non-revocation of a release of claim in favor of the Company and continued compliance with covenants after termination of employment. Jezek’s employment contract provides that if Mr Jezek receives an amount, whether under the Jezek Employment Agreement or otherwise, which is subject to excise tax imposed under Section 4999 of the Internal Revenue Code, the amount of payments to be made to the Participant will be reduced in the extent necessary to avoid the imposition of excise tax, but only if the net amount of the reduced payments exceeds the net amount that Mr Jezek would receive after the imposition of excise tax and all related income and taxes.

The foregoing description of Jezek’s Employment Agreement is qualified in its entirety by reference to the text of Jezek’s Employment Agreement, which is attached hereto as Exhibit 10.1, and incorporated herein by reference.

Transition Services Agreement with Mr. Flynn

The Company and Mr. Flynn has entered into a Transition Services Agreement (the “Transition Services Agreement”), dated October 6, 2022in which Mr. Flynn will provide transition services to the Company as an independent contractor.

The Transition Services Agreement provides that the duration of At Mr. Flynn’s services as an independent contractor will begin on or after October 6, 2022 and end on the earliest of the following dates October 6, 2023 and the date on which either party terminates the Arrangement in accordance with its terms. During the mandate, Mr. Flynn will help (1) the integration of Mr Jezek as Chief Executive Officer of the Company, (2) assist in the transition of the roles, responsibilities and duties of the Chief Executive Officer of the Company to Mr Jezek(3) assist in the management of key customers, and (4) provide any other transition services and support to Mr Jezek and the Company as mutually agreed by the Board, Mr Jezek and Mr. Flynn. In consideration for the Transition Services, the Transition Services Agreement provides that Mr. Flynn will receive a monthly consulting fee of $45,833will remain eligible to receive the annual cash incentive compensation provided for in his employment contract and based on the achievement of the applicable performance measures, and, subject to the execution and non-revocation of a release of claim in favor of the Company, continued participation without the cost of the Company’s healthcare plan until the end of the term and accelerated vesting from the effective date of publication of At Mr. Flynn’s outstanding and unvested time-based Company stock awards that were granted prior to the date of At Mr. Flynn’s retirement. Monthly consulting fees will continue to be paid at Mr. Flynn in the event that its service under the Transition Services Agreement is terminated by the Company without cause prior to the end of the term, subject to its performance and non-revocation of a Release of Claims in favor of the society. The Transition Services Agreement further provides that At Mr. Flynn’s then outstanding and unvested performance-based corporate stock awards will remain outstanding after the end of the term on the twelve (12) month anniversary of the date of the agreement, subject to his continued performance of the services of transition until such date or the date of an early termination of the service by the Company without cause, and will be acquired or lost according to the

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achievement of applicable performance parameters. The previous treatment of At Mr. Flynn’s performance-based awards of Company stock are subject to the execution and non-revocation of a release of claims in favor of the Company and continued compliance with covenants after termination.

The foregoing description of the Transition Services Agreement is qualified in its entirety by reference to the text of the Transition Services Agreement, which is attached hereto as Schedule 10.2, and incorporated herein by reference.

Item 9.01 Financial statements and supporting documents

(d) Exhibits

10.1      Employment Agreement by and between the Company and Keith A. Jezek,
        dated October 6, 2022.

10.2      Transition Services Agreement by and between the Company and John J.
        Flynn, dated October 6, 2022.

99.1      Press Release issued by the Company on October 6, 2022.

104     Cover Page Interactive Data File (embedded within the Inline XBRL
        document)



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