Oportun Financial (OPRT) - 2025 Q4 - Annual Results

Compensation and Benefits - Executive's base salary during the Transition Period will remain unchanged, and he will be eligible for a bonus under the Company's 2025 bonus plan[6] - Executive will receive a total severance payment of $1,102,500, equivalent to eighteen months of his base salary, paid in equal installments[11] - Executive's annual target bonus for 2026 is set at $918,750, with a prorated amount based on the number of days employed in 2026[12] - The Company will cover COBRA premiums for Executive and eligible dependents for up to eighteen months after the Employment End Date[13] - Executive will vest in 200,891 time-based RSUs if he remains employed through the Planned Transition Date[14] - Two-thirds of any PSUs granted to Executive on April 2, 2025, will remain eligible to vest if they become "Economic ROA Eligible Units"[15] - Executive will serve as a strategic advisor after the Transition Period, receiving a monthly fee of $61,250 until July 3, 2026[8] Transition Agreement - The Transition Agreement allows for an orderly transition of Executive's duties, with a Planned Transition Date set for April 3, 2026[3] - Executive acknowledges that the Transition Agreement will become effective on the date it has been signed by all Parties[32] - The Company agrees to provide the Executive with Severance in consideration of the Executive's execution and non-revocation of the Agreement[43] - Executive represents that the Company and Parent have paid or provided all salary, wages, bonuses, and other benefits due to the Executive[51] - Executive's health insurance benefits shall cease on the Separation Date, with the option to continue under COBRA[52] - The Transition Agreement represents the entire agreement between the Parties concerning the subject matter and supersedes any prior agreements[29] Legal and Arbitration - Any disputes arising out of the terms of the Agreement shall be subject to arbitration under the Federal Arbitration Act[54] - The arbitration must be completed within twelve months of the initial demand for arbitration[55] - The prevailing party in any arbitration is entitled to recover attorneys' fees and costs[67] - The agreement represents the entire understanding between the parties and supersedes all prior agreements[59] - The agreement is governed by the laws of the State of California[68] - The agreement will become effective on the eighth day after the Executive signs it, provided it has not been revoked[69] - The parties agree to waive their right to have any dispute resolved in a court of law[55] Confidentiality and Compliance - Executive agrees to take reasonable precautions to prevent unauthorized use or disclosure of Company trade secrets[7] - Executive certifies the return of all Company and Parent property and information[56] - Any material breach of the agreement allows the Company to recover consideration provided to the Executive[57] - Executive acknowledges that they executed the agreement voluntarily and with understanding of its terms[73] - Executive has no pending or future lawsuits against the Company or any of the Releasees[53] - Executive's resignation from the Board is not due to any disagreement with the Company[7] - The Company will use reasonable best efforts to ensure any successor assumes and agrees to perform the Agreement[35] - The Company will use reasonable best efforts to ensure any successor assumes the agreement[71]