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Healthequity, Inc. – ‘10-K’ for 1/31/19 – ‘EX-10.31’

On:  Thursday, 3/28/19, at 4:22pm ET   ·   For:  1/31/19   ·   Accession #:  1428336-19-6   ·   File #:  1-36568

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  As Of               Filer                 Filing    For·On·As Docs:Size

 3/28/19  Healthequity, Inc.                10-K        1/31/19   80:8.7M

Annual Report   —   Form 10-K   —   Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                       HTML    955K 
 2: EX-10.28    Material Contract                                   HTML     35K 
 3: EX-10.29    Material Contract                                   HTML     26K 
 4: EX-10.30    Material Contract                                   HTML     68K 
 5: EX-10.31    Material Contract                                   HTML     32K 
 6: EX-10.32    Material Contract                                   HTML     44K 
 7: EX-23.1     Consent of Experts or Counsel                       HTML     23K 
 8: EX-31.1     Exhibit 31.1 CEO                                    HTML     31K 
 9: EX-31.2     Exhibit 31.2 CFO                                    HTML     31K 
10: EX-32.1     Exhibit 32.1 CEO                                    HTML     26K 
11: EX-32.2     Exhibit 32.2 CFO                                    HTML     26K 
18: R1          Document and Entity Information                     HTML     56K 
19: R2          Consolidated Balance Sheets                         HTML    109K 
20: R3          Consolidated Balance Sheets (Parenthetical)         HTML     45K 
21: R4          Consolidated Statements of Operations and           HTML    100K 
                Comprehensive Income                                             
22: R5          Consolidated Statements of Stockholders' Equity     HTML     64K 
23: R6          Consolidated Statements of Cash Flows               HTML    117K 
24: R7          Summary of business and significant accounting      HTML    158K 
                policies                                                         
25: R8          Net income per share                                HTML     53K 
26: R9          Cash, cash equivalents and marketable securities    HTML     59K 
27: R10         Property and equipment                              HTML     39K 
28: R11         Intangible assets and goodwill                      HTML     59K 
29: R12         Commitments and contingencies                       HTML     57K 
30: R13         Indebtedness                                        HTML     32K 
31: R14         Income taxes                                        HTML    153K 
32: R15         Stock-based compensation                            HTML    158K 
33: R16         Fair value                                          HTML     39K 
34: R17         Employee benefits                                   HTML     30K 
35: R18         Supplementary quarterly financial data (Unaudited)  HTML     77K 
36: R19         Summary of business and significant accounting      HTML    208K 
                policies (Policies)                                              
37: R20         Summary of business and significant accounting      HTML    114K 
                policies (Tables)                                                
38: R21         Net income per share (Tables)                       HTML     52K 
39: R22         Cash, cash equivalents and marketable securities    HTML     56K 
                (Tables)                                                         
40: R23         Property and equipment (Tables)                     HTML     40K 
41: R24         Intangible assets and goodwill (Tables)             HTML     57K 
42: R25         Commitments and contingencies (Tables)              HTML     45K 
43: R26         Income taxes (Tables)                               HTML    145K 
44: R27         Stock-based compensation (Tables)                   HTML    145K 
45: R28         Fair value (Tables)                                 HTML     35K 
46: R29         Supplementary quarterly financial data (Unaudited)  HTML     76K 
                (Tables)                                                         
47: R30         Summary of business and significant accounting      HTML    116K 
                policies (Details)                                               
48: R31         Summary of business and significant accounting      HTML     31K 
                policies - New Accounting Pronouncements (Details)               
49: R32         Summary of business and significant accounting      HTML     45K 
                policies - Adoption of New Accounting                            
                Pronouncements - Balance Sheet Effects (Details)                 
50: R33         Summary of business and significant accounting      HTML     50K 
                policies - Adoption of New Accounting                            
                Pronouncements - Statement of Operations Effects                 
                (Details)                                                        
51: R34         Summary of business and significant accounting      HTML     42K 
                policies - Schedule Of Deferred Tax Assets                       
                (Details)                                                        
52: R35         Net income per share (Details)                      HTML     60K 
53: R36         Cash, cash equivalents and marketable securities    HTML     48K 
                (Details)                                                        
54: R37         Cash, cash equivalents and marketable securities -  HTML     33K 
                Narrative (Details)                                              
55: R38         Property and equipment - Schedule of property and   HTML     39K 
                equipment (Details)                                              
56: R39         Property and equipment - Narrative (Details)        HTML     25K 
57: R40         Intangible assets and goodwill - Narrative          HTML     45K 
                (Details)                                                        
58: R41         Intangible assets and goodwill - Schedule of        HTML     39K 
                finite-lived intangible assets (Details)                         
59: R42         Intangible assets and goodwill - Schedule for       HTML     40K 
                future amortization expense (Details)                            
60: R43         Commitments and contingencies - Future Minimum      HTML     50K 
                Rentals (Details)                                                
61: R44         Commitments and contingencies - Narrative           HTML     37K 
                (Details)                                                        
62: R45         Indebtedness (Details)                              HTML     58K 
63: R46         Income taxes - Components of Income tax (Details)   HTML     52K 
64: R47         Income taxes - Reconciliation of Income tax         HTML     57K 
                (Details)                                                        
65: R48         Income taxes (Details)                              HTML     63K 
66: R49         Income taxes - Deferred Tax Assets and Liabilities  HTML     68K 
                (Details)                                                        
67: R50         Income taxes - Unrecognized Tax Benefits (Details)  HTML     43K 
68: R51         Stock-based compensation (Details)                  HTML     50K 
69: R52         Stock-based compensation - Narrative (Details)      HTML    105K 
70: R53         Stock-based compensation - Assumptions (Details)    HTML     39K 
71: R54         Stock-based compensation - Stock Option Activity    HTML     95K 
                (Details)                                                        
72: R55         Stock-based compensation - Stock Options Granted    HTML     30K 
                and Exercised (Details)                                          
73: R56         Stock-based compensation - Restricted Stock         HTML     55K 
                Activity (Details)                                               
74: R57         Fair value (Details)                                HTML     32K 
75: R58         Employee benefits (Details)                         HTML     40K 
76: R59         Supplementary quarterly financial data (Unaudited)  HTML     61K 
                (Details)                                                        
77: R9999       Uncategorized Items - hqy-20190131.xml              HTML     34K 
79: XML         IDEA XML File -- Filing Summary                      XML    134K 
78: EXCEL       IDEA Workbook of Financial Reports                  XLSX     91K 
12: EX-101.INS  XBRL Instance -- hqy-20190131                        XML   2.30M 
14: EX-101.CAL  XBRL Calculations -- hqy-20190131_cal                XML    228K 
15: EX-101.DEF  XBRL Definitions -- hqy-20190131_def                 XML    637K 
16: EX-101.LAB  XBRL Labels -- hqy-20190131_lab                      XML   1.62M 
17: EX-101.PRE  XBRL Presentations -- hqy-20190131_pre               XML    994K 
13: EX-101.SCH  XBRL Schema -- hqy-20190131                          XSD    141K 
80: ZIP         XBRL Zipped Folder -- 0001428336-19-000006-xbrl      Zip    242K 


‘EX-10.31’   —   Material Contract


This Exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]



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  Exhibit  



THIRD AMENDMENT TO LEASE AGREEMENT
THIS THIRD AMENDMENT TO LEASE AGREEMENT (this “Amendment”) is entered into as of this 26th day of September, 2018, by and between BG SCENIC POINT OFFICE 2, L.C., a Utah limited liability company (the “Landlord”), and HEALTHEQUITY, INC., a Delaware corporation (the “Tenant”).
RECITALS:
A.Landlord and Tenant entered into that certain Lease Agreement dated May 15, 2015, which was amended by that certain First Amendment to Lease Agreement dated November 3, 2015 (collectively, the “Original Lease”), pursuant to which Landlord leased to Tenant the second (2nd) and third (3rd) floors of the Building (as defined in the Lease) (the “Original Leased Premises”).
B.Landlord and Tenant entered into that certain Second Amendment to Lease Agreement dated September 16, 2016 (the “Second Amendment”; and together with the Original Lease, collectively, the “Lease”), which added the Third Expansion Premises (as defined in the Second Amendment) to the Leased Premises and provided, among other things, that Tenant would pay Common Area Expenses as to the Third Expansion Premises only on a full-service basis in accordance Subsection 2(f) of the Second Amendment.
C.Landlord and Tenant now desire to enter into this Amendment to provide that Tenant will pay Common Area Expenses as to the Third Expansion Premises on the same terms applicable to the Original Leased Premises.
AGREEMENT:
NOW, THEREFORE, for the foregoing purposes, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Landlord and Tenant agree as follows:
1.Recitals; Defined Terms. The Recitals set forth above are incorporated herein and into the Lease by reference. Capitalized terms used but not defined herein shall have their meanings set forth in the Lease.
2.Additional Rent for the Third Expansion Premises. Subsection 2(f) of the Second Amendment is hereby deleted in its entirety. Notwithstanding anything to the contrary in the Second Amendment, from and after January 1, 2018, the provisions of Article IV of the Original Lease shall apply to the Third Expansion Premises to the same extent applicable to the Original Leased Premises. Tenant’s Proportionate Share of Common Area Expenses is 100%.
3.Basic Annual Rent. From and after January 1, 2018, Subsection 2(d) of the Second Amendment is hereby deleted in its entirety and replaced with the following:
“(d)    Basic Annual Rent with respect to the Third Expansion Premises is initially $18.00 per rentable square foot of the Third Expansion Premises. Commencing on the first anniversary of the Third Expansion Premises Rent Commencement Date and on each anniversary of the Third Expansion Premises Rent Commencement Date thereafter, Basic Annual Rent for the Third Expansion Premises shall escalate using a two and one-half of one percent (2.5%) annually compounded rate.”
4.Miscellaneous.
(a)Headings. The captions and headings of the various sections of this Amendment are for convenience only and are not to be construed as defining or as limiting in any way the scope or intent of the provisions hereof. Wherever the context requires or permits, the singular shall include the plural, the plural shall include the singular, and the masculine, feminine and neuter shall be freely interchangeable.
(b)Entire Amendment. This Amendment contains all amendments between the Landlord and Tenant with respect to the matters set forth herein, and no amendment not contained herein shall be





recognized by Landlord and Tenant. In the event of any amendment or modification of this Amendment, the amendment or modification shall be in writing signed by Landlord and Tenant in order to be binding upon Landlord and Tenant. This Amendment is only for the benefit of Landlord and Tenant, and no third party shall be entitled to rely on the provisions of this Amendment. In the event of a conflict between the provisions of this Amendment and the Lease, the provisions of this Amendment shall control.
(c)Counterparts. This Amendment may be executed in counterparts, each of which shall be deemed an original. An executed counterpart of this Amendment transmitted by facsimile shall be equally as effective as a manually executed counterpart.
(d)Authority. Each individual executing this Amendment does thereby represent and warrant to each other person so signing (and to each other entity for which such other person may be signing) that he or she has been duly authorized to deliver this Amendment in the capacity and for the entity set forth where she or he signs.
{Signature Page Follows}

IN WITNESS WHEREOF, Landlord and Tenant have executed this Amendment as of the date first above written.
LANDLORD:
BG SCENIC POINT OFFICE 2, L.C., a Utah limited liability company, by its manager

The Boyer Company, L.C., a Utah limited liability company


By:
_______________________
Name:
Title: Manager



TENANT:
HEALTHEQUITY, INC., a Delaware corporation



By: ____________________________        
Its: ____________________________        






Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-K’ Filing    Date    Other Filings
Filed on:3/28/194
For Period end:1/31/19
1/1/18
9/16/168-K
11/3/15
5/15/158-K
 List all Filings 


4 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 3/22/24  HealthEquity, Inc.                10-K        1/31/24   86:10M
 3/30/23  HealthEquity, Inc.                10-K        1/31/23   81:8.9M
 3/31/22  HealthEquity, Inc.                10-K        1/31/22   88:10M
 3/31/21  HealthEquity, Inc.                10-K        1/31/21   80:9.2M
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Filing Submission 0001428336-19-000006   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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