X0306 4 2017-01-31 0 0001462120 Live Oak Bancshares, Inc. LOB 0001603621 Thompson Gregory Bruce 1741 TIBURON DRIVE WILMINGTON NC 28403 0 1 0 0 Chief Operating Officer Voting Common Stock 20000 D Performance Restricted Stock Units 2017-01-31 4 A 0 4218 0.00 A 2024-01-31 Voting Common Stock 4218 4218 D Performance Restricted Stock Units 2023-11-30 Voting Common Stock 100000 100000 D Employee Stock Option (right to buy) 14.55 2025-11-19 Voting Common Stock 60000 60000 D Each performance restricted stock unit ("RSU") represents a contingent right to receive one share of Live Oak Bancshares, Inc. (the "Company") voting common stock. The vesting of the performance RSUs under this award is subject to the Company achieving total revenue of at least $100 million for the period from January 1, 2017 through December 31, 2017. In addition, in order for the RSUs to vest, the Company's voting common stock must attain a closing price equal to or greater than $38.00 per share for at least twenty (20) consecutive trading days at any time prior to January 31, 2024. Each performance RSU represents a contingent right to receive one share of the Company's voting common stock. The vesting of the performance RSUs under this award is subject to the Company achieving total revenue of at least $100 million for the period from October 1, 2016 through September 30, 2017. In addition, in order for the RSUs to vest, the Company's voting common stock must attain a closing price equal to or greater than $34.00 per share for at least twenty (20) consecutive trading days at any time prior to November 30, 2023. The shares subject to this option vest and become exercisable yearly in seven installments beginning on November 19, 2016, as follows: 10% of the shares subject to the option vest on each of November 19, 2016, 2017, 2018, 2019,and 2020; and 25% of the shares subject to the option vest on each of November 19, 2021 and 2022. /s/ Jonathan A. Greene, by Power of Attorney 2017-02-02