The following table summarizes the payments that would be made to our NEOs upon the occurrence of certain qualifying terminations of employment or a “change in control”, in any case, occurring on December 31, 2025. Amounts shown do not include (i) accrued but unpaid base salary through the date of termination or (ii) other benefits earned or accrued by the NEO during his employment that are available to all salaried employees.
| Name | Payment or Benefit | Termination WithoutCause, for GoodReason or due toNon-Renewal (noChange in Control)($)(1) | Change in Control(no Termination)($)(2) | Termination WithoutCause, for GoodReason or due toNon-Renewal inConnection with aChange in Control($) |
|---|
| Brian Bair | Cash | 650,000 | – | 1,950,000 |
|---|
| Equity Acceleration(3) | – | – | 1,210,000 |
| Continued Healthcare | 30,506 | – | 45,745 |
| Total(4) | 680,506 | – | 3,205,745 |
| Peter Knag | Cash | 500,000 | – | 875,000 |
|---|
| Equity Acceleration(3) | – | – | 738,100 |
| Continued Healthcare | 44,793 | – | 44,793 |
| Total(4) | 544,793 | – | 1,657,893 |
| Adam Martinez | Cash | 375,000 | – | 656,250 |
|---|
| Equity Acceleration(3) | – | – | 418,004 |
| Continued Healthcare | 28,127 | – | 28,127 |
| Total(4) | 403,127 | – | 1,102,381 |
| (1) | Amounts reflect the payments that would be made to Messrs. Bair, Knag or Martinez on a termination of employment by the Company without “cause,” by the executive for “good reason” (each, as defined in the applicable employment agreement) or due to the Company’s non-renewal of the employment term. |
| (2) | With respect to options, RSU awards, and LTIP Awards, amounts assume the awards are assumed or substituted in connection with the Change in Control. |
| (3) | Amounts reflected were calculated by (i) multiplying the number of accelerated shares of common stock underlying the award by $1.21, the closing trading price of our Class A Common Stock on December 31, 2025 and (ii) for the option awards, subtracting the exercise price for the options. |
| (4) | Amounts shown for each NEO are the maximum potential payment the NEO would have received as of December 31, 2025. Amounts of any reduction pursuant to a 280G best pay provision, if any, would be calculated upon actual termination of employment. |
| Offerpad Solutions Inc. 2026 Proxy Statement | 49 |
