Your annual target bonus is 50% of your gross annual base salary, prorated for partial years of service.

For the 2021 plan year, you will be entitled to a guaranteed minimum bonus in the gross amount of $150,000, payable at the same time as annual bonuses for the 2021 plan year generally are payable (but in no event later than March 15 following the end of the plan year), subject to your continued employment with Vroom through the payment date.

Payments in respect of annual bonuses are generally made on or before the end of the first quarter following the relevant performance year. No part of any bonus is earned unless you are actively employed by Vroom on the date the bonus is to be paid.

The details of the bonus plan will be governed and outlined in a plan document that has been provided to you. In the event of any conflict between such bonus plan and the terms of this letter, this letter shall control.

Sign-on Bonus. You shall be entitled to a sign-on bonus in the gross amount of $150,000 (the “Sign-on Bonus”), payable on the first payroll date following your Start Date. If you voluntarily terminate employment without Good Reason (as defined in the Vroom Executive Severance Plan) or your employment is terminated by Vroom for Cause (as defined in the Vroom Executive Severance Plan) prior to September 13, 2022, you shall repay the full amount (net of applicable taxes) of the Sign-on Bonus within 30 days following the date of termination.

Anniversary Bonus. Subject to your continued employment with Vroom through September 13, 2022, you will be entitled to a one-time cash bonus in the gross amount of $100,000, payable on the first payroll date following September 13, 2022.

Initial RSU Award. Within 30 days following your Start Date, you shall be granted a restricted stock unit award with a grant date fair value of $1,800,000 (the “Initial RSU Award”) pursuant to the Vroom 2020 Incentive Award Plan (as in effect from time to time, the “Plan”). The Initial RSU Award shall vest in 1/3 increments on the first three anniversaries of the grant date subject to your continued employment through the applicable vesting date. If your employment is involuntarily terminated by Vroom without Cause or you resign for Good Reason (in each case, as defined in the Vroom Executive Severance Plan) prior to the final vesting date of the Initial RSU Award, subject to your execution of a release of claims (substantially in the form attached to the Vroom Executive Severance Plan) and your compliance with all restrictive covenants applicable to you in connection with your service to Vroom, you shall be entitled to accelerated vesting of 50% of the then-unvested portion of the Initial RSU Award.

Annual Grants. Subject to your continued employment with Vroom through the grant date, in March 2022, your annual equity award grant for 2022 shall be granted in the form of a performance stock unit award pursuant to the Plan with a target grant date fair value of at least $1,000,000 (with a payout range from 0% to 200% of the target number of shares subject thereto), which award shall vest based on the satisfaction of the applicable performance goals (which shall be measured over a three-year performance period) and your continued employment with Vroom through the applicable vesting date. Commencing in 2023, you shall be entitled to participate in an annual grant process along with other senior executives of Vroom. Such grants are expected to be made in March of each year, subject to the approval of the Board or its Compensation Committee.

Your consent to submit to a drug and alcohol screen, which may be required at any time and in Vroom’s sole discretion based upon your position. Refusal to submit to a drug and alcohol screen, or positive test results for drug(s) and/or alcohol, may result in termination.

Receipt of satisfactory proof of your identity and legal authorization to work in the United States, as required by the Immigration Reform and Control Act of 1986, on your Start Date.

Your execution of Vroom’s Proprietary Information and Inventions Assignment Agreement (“Vroom PIIA”), a copy of which is enclosed. In the event of a conflict between this letter and the Vroom PIIA, this letter shall control.

Your representation, indicated by your signature below, that: (a) your acceptance of this offer and employment with Vroom does not violate any agreement with a third party or duties to your current or former employers; and (b) you will not bring with you to Vroom any proprietary or confidential information in violation of any agreement with a third party, including current or former employers. Without limiting the generality of the foregoing, Vroom acknowledges that it has reviewed the agreement with your prior employer that you provided to Vroom, and you represent that such agreement will not interfere with your ability to perform the role of Chief Financial Officer at Vroom.

Your representation, indicated by your signature below, that you agree to comply with Vroom’s policies, including, without limitation, the policies set forth in Vroom’s Employee Handbook, which may be updated from time to time (“Policies”). In the event of a conflict between this letter and the Policies, this letter shall control.