(e) Adoption of Compensatory Plan, Contract or Arrangement

On March 18, 2018, the Compensation Committee of the Board of Directors (the “Committee”) of On Deck Capital, Inc. (the “Company”) approved new executive compensation arrangements for Noah Breslow, the Company's Chief Executive Officer (the “Executive”).

Base Salary and Incentive Compensation Target

The table below sets forth the Executive's new annual base salary and annual incentive compensation targets. The annual base salary is effective as of March 1, 2018, and the annual incentive compensation targets are in effect on a prorated basis for the six-month period from January 1, 2018 through June 30, 2018. These annual incentive compensation targets will automatically continue for the six-month period from July 1, 2018 through December 31, 2018, unless the Committee determines otherwise.

Granting of Stock Options, Performance-Based Restricted Stock Units and Performance Units

The table below also sets forth grants to the Executive of stock options (the “Options”), performance-based restricted stock units to be settled solely in shares of the Company’s common stock (the “Performance RSUs”) and performance units to be settled solely in cash (the “Performance Units”), and their related vesting schedules. All of these grants were made under and are subject to the terms of the Company’s 2014 Equity Incentive Plan (the "2014 Equity Incentive Plan"). The 2014 Equity Incentive Plan and the forms of Stock Option Agreement and Restricted Stock Unit Agreement were filed with the Securities and Exchange Commission as Exhibit 10.3 to Amendment No. 2 to the Company’s Registration Statement on Form S-1/A on December 4, 2014. The form of Performance Unit Agreement was filed with the Securities and Exchange Commission as Exhibit 10.1 to the Company’s Current Report on Form 8-K on September 21, 2016.

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(1)Twenty-five percent of the shares subject to the Options vest on the first anniversary of the applicable vesting commencement date, and one forty-eighth of the shares subject to the Options vest each month thereafter on the same day of the month as the vesting commencement date (and if there is no corresponding day, on the last day of the month), subject to participant continuing to be a Service Provider (as defined in the 2014 Equity Incentive Plan) through each such date.

(2)Performance RSUs will vest for a performance period as described below only if the Company achieves certain financial performance metrics for the applicable performance period. There are three performance periods for the Performance RSUs: January 1, 2018 to December 31, 2018, January 1, 2019 to December 31, 2019 and January 1, 2020 to December 31, 2020, in each case, subject to the participant continuing to be a Service Provider through the applicable vesting date. For each performance period, one-third of the total Performance RSUs awarded to a participant are eligible for possible vesting. The awards that become eligible to vest during the performance period ending December 31, 2018 will be based on a comparison of the Company’s achievement of certain financial performance metrics to the target performance level pre-established by the Committee, as plan administrator for the 2014 Equity Incentive Plan, for such performance period. For the performance periods ending December 31, 2019 and December 30, 2020, the plan administrator will determine the target performance levels for such periods. The Executive has the ability to earn up to 150% of the baseline award based on certain levels of achievement in excess of the relevant target performance level or could earn less than the baseline award, or nothing at all, based on certain levels of achievement below the relevant target performance level.

(3)Performance Units are performance-based awards that will vest for a performance period as described below only if the Company achieves certain financial performance metrics for the applicable performance period. There are three performance periods for the Performance Units: January 1, 2018 to December 31, 2018, January 1, 2019 to December 31, 2019 and January 1, 2020 to December 31, 2020, in each case, subject to the participant continuing to be a Service Provider through the applicable vesting date. For each performance period, one-third of the total Performance Units awarded to a participant are eligible for possible vesting. The awards that become eligible to vest during the performance period ending December 31, 2018 will be based on a comparison of the Company’s achievement of certain financial performance metrics to the target performance level pre-established by the Committee, as plan administrator for the 2014 Equity Incentive Plan, for such performance period. For the performance periods ending December 31, 2019 and December 31, 2020, the plan administrator will determine the target performance levels for such periods. The Executive has the ability to earn up to 150% of the baseline award based on certain levels of achievement in excess of the relevant target performance level or could earn less than the baseline award, or nothing at all, based on certain levels of achievement below the relevant target performance level.

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.