On Deck Capital, Inc. (NYSE:ONDK) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Change in Control and Severance Agreements

(e) On July 28, 2017, On Deck Capital, Inc. (the "Company") entered into (i) a Change in Control and Severance Agreement (the "CiC Agreement") with its Chief Executive Officer and (ii) a CiC Agreement with its Chief Financial Officer (together, with its Chief Executive Officer, the "Covered Parties," and each, a "Covered Party"), in each case, effective July 27, 2017. The CiC Agreements were approved by the Compensation Committee of the Company's Board of Directors. The CiC Agreements replace similar agreements that were approaching their original automatic renewal/expiration deadline. Each CiC Agreement requires the Company to make specific payments and provide certain benefits in connection with the termination of a Covered Party's employment under certain circumstances. Each CiC Agreement supersedes any other agreement or arrangement relating to severance benefits with the Covered Parties, or any terms of their respective option agreements related to vesting acceleration or other similar severance-related terms.

Each CiC Agreement remains in effect for an initial term of three years. At the end of the initial term, each CiC Agreement will automatically renew for an additional one-year period unless either party provides notice to the other party of nonrenewal within 90 days prior to the date of automatic renewal.

Each CiC Agreement provides for, among other things, the following in the event of termination of employment without "cause" (as defined in each CiC Agreement) outside of a "change in control period" (as defined in each CiC Agreement), (i) continued payment of base salary for nine months (12 months for the Company's Chief Executive Officer), (ii) payment of the target bonus for the year of termination (pro-rated based on time served), (iii) paid COBRA benefits for nine months (12 months for the Company's Chief Executive Officer) and (iv) accelerated vesting of a portion of then-unvested stock options, time-based restricted stock units and other time-based equity awards (for the Company's Chief Executive Officer only). Each CiC Agreement provides for, among other things, the following in the event of termination of employment without "cause" (as defined in each CiC Agreement), or a resignation for "good reason" (as defined in each CiC Agreement), in each case, during a "change in control period" (as defined in each CiC Agreement), (i) lump-sum payment equal to 12 months of base salary, (ii) lump-sum payment equal to 50% of the target bonus, (iii) payment of the target bonus for the year of termination (pro-rated based on time served) (iii) paid COBRA benefits for 12 months and (iv) accelerated vesting for all unvested equity awards.

The foregoing description of each CiC Agreement does not purport to be complete and is qualified in its entirety by reference to each CiC Agreements, forms of which will be filed as an exhibit to the Company's Quarterly Report on Form 10-Q for the quarter ending September 30, 2017.

About On Deck Capital, Inc. (NYSE:ONDK)
On Deck Capital, Inc. offers an online platform for small business lending. The Company’s platform aggregates and analyzes data points from disparate data sources to assess the creditworthiness of small businesses. Small businesses apply for a term loan or line of credit on the Company’s Website, and using its OnDeck Score, the Company makes a funding decision and transfers the funds. It offers a financing solution for small businesses, including short-term loans of over 10 months and long-term loans of over 40 months, and lines of credit. The Company’s integrated platform includes the Company’s Website, which allows small businesses to apply for a loan, round the clock; data and analytics engine, which analyzes data attributes from disparate sources to assess the real-time creditworthiness of a small business; the technology, which offers funding of loans, and daily and weekly collections, and ongoing servicing system.