BLEND LABS, INC.
March 29, 2021
Re: Board of Directors of Blend Labs, Inc.
As we have discussed, we expect that you will be elected as a member of the Board of Directors (the Board) of Blend Labs, Inc. (Blend or the Company). We appreciate your willingness to accept this position, and we look forward to your valuable contributions.
As you may be aware, Blend is a Delaware corporation and, therefore, your rights and duties as a Board member are prescribed by Delaware law and our charter documents, as well as by the policies established by our Board from time to time. In the near-term, Blend may consider an initial public offering of its Class B common stock (the IPO) and if it does, your rights and duties would be further governed by the rules and regulations of the U.S. Securities and Exchange Commission (the SEC) and the stock exchange on which the Class B common stock is traded. Further, you would become a Section 16 reporting person of Blend. In addition, please note that, as a member of the Board, you will be subject to the corporate policies of Blend, including any code of business conduct, communication policies and insider trading policies that may be adopted and/or amended from time-to-time. You may also be requested to serve as a director of one or more of our subsidiaries in which case you may be subject to other laws while serving in such a capacity.
We are prepared to offer you compensation approximating $400,000 per year for the first two years of your term in the form of equity, cash, or a combination of the two, with the form of your compensation determined at the Companys sole discretion.
You have indicated a preference to receive a combination of cash and equity as compensation for the first year of your term. For the second year of your term, any request you make to receive your compensation in the form of cash, equity or a combination of the two, must be made in the calendar year prior to the year in which you are providing the services that are being compensated (that is, by no later than December 31, 2021 for the second year of your term). In the second year of your term, if you receive an equity award from the Company, the number of shares of Class B common stock (Shares) subject to the equity award will be based on the-then per Share value of the Companys stock with similar vesting and acceleration terms as the Option (as defined below).
Following your appointment to the Board, as compensation for the first year of your term, the Company will pay you cash compensation of $100,000 paid in equal quarterly installments [in arrears], and at its next meeting following your appointment, the Board will grant you an option (the Option) to purchase 104,895 Shares. The number of Shares subject to the Option was calculated by dividing $300,000 by the Companys current per Share fair market value, rounded down to the nearest whole Share. The exercise price per Share of the Option will be determined