Common use of Annual Equity Awards Clause in Contracts

Annual Equity Awards. In addition to the Base Salary and Annual Bonus, Executive shall be eligible to be granted, for each calendar year ending during the Employment Period, an annual equity award (the “Annual Equity Award”) under the Rev Renewables, Inc. 2022 Long Term Incentive Plan as amended from time to time (together with any successor equity incentive plans adopted by the Company or New PubCo, the “Equity Plan”). The Annual Equity Award for calendar year 2022 shall have a target aggregate grant date fair value, as determined by the Board or the Compensation Committee as of the applicable date of grant, of $1,400,000 and will be granted within sixty (60) days following the time when shares of the New PubCo or one of its affiliates become listed on a public securities exchange (whether through an initial public offering, special purpose acquisition company transaction, or otherwise) (a “Public Listing”). The form of each Annual Equity Award, if any, and the terms and conditions (including vesting) applicable to each Annual Equity Award, shall be determined by the Board or the Compensation Committee annually, in its sole discretion, and may include one or more of the following: stock options, stock appreciation rights, restricted stock awards or units, vested stock awards, dividend equivalents, other stock- or cash-based awards, cash awards and/or substitute awards. Each Annual Equity Award shall be subject in all respects to, and governed by, the terms and conditions set forth in the Equity Plan (if applicable) and the applicable award agreement governing each such award. Executive acknowledges that any Annual Equity Award is subject to the approval of the Board or Compensation Committee in its sole discretion. Subject to the approval of the Board or the Compensation Committee, it is currently expected that with respect to the Annual Equity Award for calendar year 2022 (1) payout opportunities for any performance-based restricted stock units granted will range from 50% of target for threshold performance achievement to 200% of target for maximum performance achievement, (2) awards will be settled in shares, (3) any performance-based restricted stock units granted would contain a three-year performance period, and (4) any time-based restricted stock units or stock options granted would have a ratable three-year vesting period.

Annual Equity Awards. In addition to the Base Salary and Annual Bonus, (i) Executive shall will be eligible to be granted, for each calendar year ending during participate in the Employment Period, an annual equity award (the “Annual Equity Award”) under the Rev Renewables, Inc. 2022 Long Term Incentive Plan as amended from time to time (together with any successor long-term equity incentive plans plan(s) adopted by the Company or New PubCofrom time to time, including without limitation, under the Company’s 2021 Omnibus Equity Incentive Plan (as applicable, the “Equity Plan”). The Annual Equity Award for calendar In addition, commencing in fiscal year 2022 and for each fiscal year thereafter, Executive shall be entitled to receive a long-term equity award under the Equity Plan subject to such vesting, other performance terms, including Company business objectives, and other conditions as the Compensation Committee shall determine. Such award shall have a value equal to 75% of Executive’s Base Salary at the threshold level (which number is the “Threshold Equity Award”), 150% of Executive’s Base Salary at the target aggregate grant date fair valuelevel (which number is the “Target Equity Award”), as and 300% of Executive’s Base Salary at the maximum level (which number is the “Maximum Equity Award”). The number of shares underlying any such equity award shall be determined by dividing the Board or dollar value of the award by the Average Fair Market Value of the Company’s common stock. If the level of Company business objectives and other performance terms set by the Compensation Committee falls between achievement levels (i.e., threshold, target, or maximum), lineal interpolation shall be used to determine the amount of Executive’s long-term equity award for such year. On the third, the fifth, and the seventh anniversary of the Effective Date, Threshold Equity Award, Target Equity Award, and Maximum Equity Award, all as percentages of Executive’s Base Salary shall be reviewed by the Compensation Committee who may (but is not obligated to) adjust such percentages in its sole discretion. (ii) Except as set forth in this Section 4(c)(ii), Executive shall not directly or indirectly, pledge, hypothecate, or otherwise encumber shares of the Company’s common stock awarded under the Equity Plan as collateral for indebtedness, including but not limited to, holding such shares in a margin account or any other account that could cause the common stock to be subject to a margin call or otherwise be available as collateral for a margin loan. Executive may pledge Pre IPO Shares that are owned by him in a number that shall not exceed the Stock Pledge Cap as collateral for loans and investments, provided that (A) the maximum aggregate loan or investment amount collateralized by such pledged stock does not exceed fifty percent (50%) of the total Pledging Average Fair Market Value of the pledged stock as of the applicable date Pledging Date of grant, of $1,400,000 and will be granted within sixty (60) days following the time when shares Determination as of the New PubCo or one of its affiliates become listed on a public securities exchange (whether through an initial public offering, special purpose acquisition company transaction, or otherwise) (a “Public Listing”). The form of each Annual Equity Award, if any, and date that the terms and conditions (including vesting) applicable to each Annual Equity Award, shall be determined by the Board or the Compensation Committee annually, in its sole discretion, and may include one or more of the following: stock options, stock appreciation rights, restricted stock awards or units, vested stock awards, dividend equivalents, other stock- or cash-based awards, cash awards and/or substitute awards. Each Annual Equity Award shall be subject in all respects to, and governed by, the terms and conditions set forth in the Equity Plan (if applicable) and the applicable award agreement governing each such award. Executive acknowledges that any Annual Equity Award is subject to the approval of the Board or Compensation Committee in its sole discretion. Subject to the approval of the Board or the Compensation Committee, it is currently expected that with respect to the Annual Equity Award for calendar year 2022 (1) payout opportunities for any performance-based restricted stock units granted will range from 50% of target for threshold performance achievement to 200% of target for maximum performance achievement, (2) awards will be settled in shares, (3) any performance-based restricted stock units granted would contain a three-year performance periodpledge becomes effective, and (4B) the terms of any time-based restricted stock units or stock options granted would have a ratable three-year vesting periodsuch pledge are reviewed and approved by the Chief Compliance Officer of the Company, who shall do so timely and in accordance with the Company’s policies. The Board and/or its committees shall be informed of any pledges made by Executive.

Annual Equity Awards. In addition to the Base Salary and Annual Bonus, Executive shall be eligible to be granted, for each calendar Each fiscal year ending during the Employment Period, commencing with the 2012 fiscal year, the Executive shall be entitled to receive an annual equity award at the same time that other senior executives of the Company are generally granted equity awards. Each such annual equity award may be an award of stock options or an award of restricted stock, at the election of the Executive. If the Executive elects to receive a stock option (the “Annual Equity Option Award”) under ), such option shall provide the Rev Renewables, Inc. 2022 Long Term Incentive Plan as amended from time Executive with the right and option to time (together with any successor equity incentive plans adopted purchase a number of Common Shares equal to five times the Executive’s Annual Base Salary for the previous year divided by the price per share of Common Stock on the date the Compensation Committee approves or determines annual option grants for senior executives of the Company or New PubCogenerally. All Annual Option Awards shall have an exercise price per share equal to the fair market value of a share of Common Stock on the date of grant (as determined by the Board, consistent with Section 409A). If the Executive elects to receive restricted stock (“Equity PlanAnnual Restricted Stock Award”). The , such award shall consist of a number of Common Shares equal in value on the date of grant to the value of the Annual Equity Option Award for calendar year 2022 shall the Executive could have a target aggregate grant elected to receive on such date fair valueusing the Black-Scholes pricing model, as determined by the Board or the Compensation Committee as of the applicable date of grant, of $1,400,000 and will be granted within sixty (60) days following the time when shares of the New PubCo or one of its affiliates become listed on a public securities exchange (whether through an initial public offering, special purpose acquisition company transaction, or otherwise) (a “Public Listing”). The form of each Annual Equity Award, if any, and the terms and conditions (including vesting) applicable to each Annual Equity Award, shall be determined by the Board or the Compensation Committee annually, in its sole discretion, and may include one or more of the following: stock options, stock appreciation rights, restricted stock awards or units, vested stock awards, dividend equivalents, other stock- or cash-based awards, cash awards and/or substitute awardsgood faith. Each Annual Equity Option Award or Annual Restricted Stock Award shall vest in four equal annual installments each of the first four anniversaries of the date of grant and shall be subject in all respects to, and governed by, to the terms and conditions set forth in the Company’s 2010 Equity Incentive Plan (if applicable) and an award agreement entered into thereunder, which shall not be inconsistent herewith. Each outstanding Annual Option Award and Annual Restricted Stock Award shall immediately vest in full upon the Executive’s termination of employment due to death or Disability. The portion of each outstanding Annual Option Award and Annual Restricted Stock Award that would have otherwise vested had the Executive remained employed through the second anniversary of the Date of Termination shall immediately vest upon the Executive’s termination of employment by the Company without Cause or by the Executive for Good Reason, and the applicable award agreement governing remainder of each such awardoutstanding Annual Option Award and Annual Restricted Stock Award shall be immediately forfeited. Executive acknowledges After taking into account any vesting that any occurs in connection with the two preceding sentences, upon the Executive’s termination of employment, the unvested portion of each Annual Equity Option Award is subject and Annual Restricted Stock Award shall be immediately forfeited. The Annual Option Awards may be exercised, to the approval extent then vested, at any time prior to the earliest to occur of (i) the tenth (10th) anniversary of the Board or Compensation Committee in its sole discretion. Subject to date of grant, (ii) the approval date of the Board or Executive’s termination of employment by the Compensation Committee, it is currently expected that with respect to the Annual Equity Award Company for calendar year 2022 (1) payout opportunities for any performance-based restricted stock units granted will range from 50% of target for threshold performance achievement to 200% of target for maximum performance achievementCause, (2iii) awards will be settled in shares, (3) any performance-based restricted stock units granted would contain a three-one year performance periodfollowing the date of the Executive’s termination of employment due to death or disability, and (4iv) sixty days following the date of the Executive’s termination of employment for any time-based restricted stock units or stock options granted would have other reason. For the avoidance of doubt, in no event may the Executive receive both an Annual Option Award and an Annual Restricted Stock Award in a ratable three-year vesting periodsingle year.

Annual Equity Awards. In addition (a) As part of the respective consideration for the Executive’s services to the Base Salary Company and Annual Bonusfor the Executive’s Services to each Service Company, Executive shall be eligible to be grantedas applicable, for each calendar year ending during the Employment Period, for each of calendar years 2020, 2021, 2022, 2023 and 2024, the Company and each Service Company, respectively, will grant the following types of equity awards to the Executive in the amounts determined in accordance with this Section 4.11: (i) performance-based Restricted Stock Units issued pursuant to Section 4.11(c), which grants will be made pursuant to a Restricted Stock Unit award agreement in the form attached as Exhibit G, (ii) Options issued pursuant to Section 4.11(c), which grants will be made pursuant to an annual equity Option award agreement in the form attached as Exhibit H, or (iii) a combination of the foregoing. The Restricted Stock Units and the Options granted to the Executive pursuant to this Section 4.11 are collectively referred to as the “Annual Equity AwardAwards.” (b) under No later than March 15th of each such calendar year, the Rev Renewables, Inc. 2022 Long Term Executive will be entitled to receive Annual Equity Awards with a target value (determined pursuant to Section 4.11(d) below) equal to the Aggregate Equity Incentive Plan Target Amount as amended from time follows: (i) For so long as the Executive is providing services to time (together with any successor equity incentive plans adopted by the Company and one or New PubComore Service Companies, the “Aggregate Equity Plan”)Incentive Target Amount shall be allocated among the Company (and the Series C Common Stock of the Company) and the Service Companies initially as set forth on Exhibit B-1 and beginning with the 2021 calendar year, allocated as provided in Exhibit B-2 and pursuant to the applicable Services Agreements in consultation with the Executive. The Company and the Service Companies, respectively, shall be responsible for the issuance to Executive of Annual Equity Award for calendar year 2022 shall have Awards with a target aggregate grant date fair value, as value (determined by the Board or the Compensation Committee as pursuant to Section 4.11(d) below) equal to its allocated portion of the applicable date of grant, of $1,400,000 and will be granted within sixty Aggregate Equity Incentive Target Amount. (60ii) days following the time when shares That portion of the New PubCo or one of its affiliates become listed on Aggregate Equity Incentive Target Amount for a public securities exchange (whether through an initial public offering, special purpose acquisition company transaction, or otherwise) (a given year that is allocated to the Company in accordance with the foregoing is referred to in this Agreement as the “Public Listing”). The form of each Annual Equity Award, if anyLMC Target Amount” for such year, and the terms and conditions Company shall be responsible for the issuance to Executive of Annual Equity Awards with a target value (including vestingdetermined pursuant to Section 4.11(d) applicable below) equal to the LMC Target Amount. That portion of the Aggregate Equity Incentive Target Amount for a given year that is allocated to each Annual Equity Award, shall be determined by Service Company in accordance with the Board or the Compensation Committee annually, foregoing is referred to in its sole discretion, and may include one or more of the following: stock options, stock appreciation rights, restricted stock awards or units, vested stock awards, dividend equivalents, other stock- or cash-based awards, cash awards and/or substitute awards. Each Annual Equity Award shall be subject in all respects to, and governed by, the terms and conditions set forth in the Equity Plan (if applicable) and the applicable award agreement governing each such award. Executive acknowledges that any Annual Equity Award is subject to the approval of the Board or Compensation Committee in its sole discretion. Subject to the approval of the Board or the Compensation Committee, it is currently expected that this Agreement with respect to each such Service Company as the “Service Company Target Amounts” for such year, and such Service Company has agreed pursuant to the applicable Services Agreement to issue to Executive Annual Equity Award Awards with a target value (determined pursuant to Section 4.11(d) below) equal to its Service Company Target Amount. The Company will promptly notify the Executive in writing following the determination of the LMC Target Amount and the Service Company Target Amounts for each calendar year 2022 (1) payout opportunities for any performance-based restricted stock units granted will range from 50% of target for threshold performance achievement to 200% of target for maximum performance achievement, (2) awards will be settled in shares, (3) any performance-based restricted stock units granted would contain a three-year performance period, and (4) any time-based restricted stock units or stock options granted would have a ratable three-year vesting periodduring the Employment Period.

Annual Equity Awards. In addition to Following the Base Salary Start Date and Annual Bonus, Executive shall be eligible to be granted, for each calendar year ending during of the Employment PeriodPeriod thereafter, an annual Employee will be eligible to receive equity award awards on the same basis and terms (including value of the “Annual Equity Award”award, form and mix of awards, vesting and forfeiture terms and date on which such awards are granted) under no less favorable to him than those applicable to any Peer Executive (other than the Rev Renewables, Inc. 2022 Long Term Incentive Plan as amended from time Chief Executive Officer or for one-off grants) subject to time (together with any successor equity incentive plans adopted by the Company or New PubCo, the “Equity Plan”). The Annual Equity Award for calendar year 2022 shall have a target aggregate grant date fair value, as determined by the Board or the Compensation Committee as of Employee’s continued employment through the applicable date of grant. In January or February 2021 (but in all events no later than when the Company provides annual equity grants to Peer Executives for such calendar year), the Company will grant to Employee RSUs having a grant date value of a minimum of $1,400,000 4,500,000. In addition, the Company will recommend to the Compensation Committee that Employee be granted an equity award having a grant date value of a minimum of $5,000,000 in both the year 2022 and 2023, the value of which will be granted within sixty (60) days following the time when shares of the New PubCo or one of its affiliates become listed on a public securities exchange (whether through an initial public offering, special purpose acquisition company transaction, or otherwise) (a “Public Listing”). The form of each Annual Equity Award, if any, at least 80% in RSUs and the terms and conditions (including vesting) applicable to each Annual Equity Award, shall be determined by the Board or the Compensation Committee annually, remainder in its sole discretion, and may include one or more of the following: stock options, stock appreciation rights, restricted stock awards or units, vested stock awards, dividend equivalents, other stock- or cash-based awards, cash awards and/or substitute awards. Each Annual Equity Award shall be subject in all respects to, and governed by, the terms and conditions set forth in the Equity Plan (if applicable) and the applicable award agreement governing each such award. Executive acknowledges that any Annual Equity Award is subject to the approval of the Board or Compensation Committee in its sole discretion. Subject to the approval of the Board or the Compensation Committee, it is currently expected that with respect to the Annual Equity Award for calendar year 2022 (1) payout opportunities for any performance-based restricted stock units (“PSUs”) if PSUs are also granted will range from 50to Peer Executives for such year and 100% in RSUs if PSUs are not granted to Peer Executives for the applicable year. The number of target RSUs and, if applicable, PSUs granted to Employee for threshold performance achievement to 200% each of target for maximum performance achievementthe grants in 2021, (2) awards 2022 and 2023 will be settled determined by dividing the grant amount by a 30-trading day volume weighted average price of the Company’s NASDAQ-traded Common Stock. Except as otherwise provided in sharesSection 8(f)(3) below, the RSUs and, if applicable, the PSUs will vest according to the terms of the Equity Plan and grant agreements applicable to Peer Executives; provided that Employee’s rights under any applicable grant agreement may not be materially impaired (3other than an impairment that is or that would likely be the result of Company’s lawful compliance with the terms of this Agreement) any performance-based restricted stock units granted would contain a three-year performance periodwithout his written consent, which consent will not be unreasonably withheld, conditioned or delayed. The Compensation Committee has ultimate authority over the recommended awards and (4) any time-based restricted stock units or stock options granted would have a ratable three-year vesting periodto issue final approval before they would be granted. With respect to any granted RSU awards, Employee will be entitled to dividend equivalents on both vested and unvested RSUs if and to the extent granted to Peer Executives.

Annual Equity Awards. In addition to the Base Salary and Annual Bonus, The Executive shall be eligible to be granted, for granted annual equity awards under the terms of the Incentive Plan and the implementing award agreements in each calendar year ending during the Employment Period, an annual equity award conditioned upon the Executive being employed by a Company Entity on the applicable grant date (the “Annual Equity AwardGrant”) under the Rev Renewables, Inc. 2022 Long Term Incentive Plan as amended from time to time (together with any successor equity incentive plans adopted by the Company or New PubCo). For calendar year 2023, the Annual Equity Grant shall have a target equity value of Seven Million Two Hundred Fifty Thousand Dollars ($7,250,000) and each subsequent Annual Equity Grant through 2026 shall be increased by Two Hundred Fifty Thousand Dollars ($250,000) over the target equity value for the previous year’s Annual Equity Grant (the “Equity PlanAnnual Grant Value”). The target Annual Equity Award for calendar year 2022 shall have a target aggregate grant date fair value, as determined Grant Value will be reviewed annually and may be adjusted upward (but not downward) by the Board or the Compensation Committee as of the applicable date of grant, of $1,400,000 and will be granted within sixty (60) days following the time when shares of the New PubCo or one of its affiliates become listed on a public securities exchange (whether through an initial public offering, special purpose acquisition company transaction, or otherwise) (a “Public Listing”). The form of each Annual Equity Award, if any, and the terms and conditions (including vesting) applicable to each Annual Equity Award, shall be determined by the Board or the Compensation Committee annually, in its sole discretion, and may include one or more of the following: stock options, stock appreciation rights, restricted stock awards or units, vested stock awards, dividend equivalents, other stock- or cash-based awards, cash awards and/or substitute awards. Each Annual Equity Award shall be subject in all respects to, and governed by, the terms and conditions set forth in the Equity Plan (if applicable) and the applicable award agreement governing each such award. Executive acknowledges that any Annual Equity Award is subject to the approval of the Board or Compensation Committee in its sole discretion. Subject to The Annual Equity Grant may be granted in the approval form of performance-based restricted share units, share appreciation rights or other forms of equity awards or any other compensation settled in or based on equity of the Board Parent or that replaces the Parent’s Annual Equity Grant, in each case as determined by the Compensation Committee (with the presumption that 50% of the Annual Equity Grant will be in the form of performance share units and the other 50% will be in the form of share appreciation rights). The Annual Equity Grant shall be split between Class A Shares and Class C Shares on a 1:2 basis (or other weighting between performance-based restricted share units and share appreciation rights or other forms of equity, equity awards, modified split ratio or any other compensation settled in or based on equity of the Parent or that replaces the Parent’s Annual Equity Grant, in each case as determined by the Compensation Committee, it is currently expected that with respect and having the same value) and at the same time and on otherwise substantially the same terms and conditions as annual equity grants are made to the Parent’s other senior executive officers (except as set forth in this Agreement and pursuant to a grant award agreement in respect thereof to be established by the Parent). The Annual Equity Award Grant for calendar year 2022 (1shall be determined in accordance with the provisions of Section 3.1(e) payout opportunities for any performance-based restricted stock units granted will range from 50% of target for threshold performance achievement to 200% of target for maximum performance achievement, (2) awards will be settled in shares, (3) any performance-based restricted stock units granted would contain a three-year performance period, and (4) any time-based restricted stock units or stock options granted would have a ratable three-year vesting periodthe Prior Agreement.

Annual Equity Awards. In addition A. Beginning in the 2023 calendar year and in each subsequent calendar year thereafter during the Term, the Company will recommend to the Base Salary and Annual Bonus, Compensation Committee that the Executive shall be eligible to be granted, for each granted a number of RSUs with an aggregate value of $6,000,000 per calendar year ending during the Employment Period(each, an annual equity award (the “Annual Equity Award”) ), calculated using the then-standard conversion methodology for annual equity grants to similarly situated senior executives, subject to the Executive’s continued employment with the Company through the applicable grant date. The Company’s current practice, subject to change, is that one-half of the RSUs conferred under the Rev Renewables, Inc. 2022 Long Term Incentive Plan as amended from time to time (together with any successor equity incentive plans adopted by the Company or New PubCo, the “Equity Plan”). The Annual Equity Award for calendar year 2022 shall have a target aggregate grant date fair value, as determined by the Board or the Compensation Committee as of the applicable date of grant, of $1,400,000 and will be granted within sixty (60) days following the time when shares of the New PubCo or one of its affiliates become listed on a public securities exchange (whether through an initial public offering, special purpose acquisition company transaction, or otherwise) (a “Public Listing”). The form of each Annual Equity Award, if any, and the terms and conditions (including vesting) applicable to each Annual Equity Award, shall be determined by the Board or the Compensation Committee annually, in its sole discretion, and may include one or more of the following: stock options, stock appreciation rights, restricted stock awards or units, vested stock awards, dividend equivalents, other stock- or cash-based awards, cash awards and/or substitute awards. Each Annual Equity Award shall be subject to time-based vesting and the remaining one-half of the RSUs conferred under the Annual Equity Award shall be subject to performance-based vesting (and time-vesting) (such performance-based RSUs, “PSUs”), in each case, as determined by the Compensation Committee at the time of grant. Except as set forth below with regard to the Initial Equity Award and PSUs granted to the Executive in the 2024 calendar year (the “2024 Annual PSU Award”), the additional terms and conditions of the Initial Equity Award and any Annual Equity Awards (including the vesting schedule and, if applicable, the performance conditions) will, in each case, be on the same terms and conditions as those applicable to similarly situated senior executives generally, and will be determined by the Compensation Committee and set forth in a separate award agreement in a form prescribed by Parent and consistent with the provisions of this Agreement, and will be governed in all respects to, and governed by, by the terms and conditions set forth in of Parent’s Fifth Amended and Restated 2005 Stock and Annual Incentive Plan, as amended (the Equity Plan (if applicable) “Incentive Plan”), and the applicable award agreement governing each such awardagreement. Executive acknowledges that any Annual Equity Award is subject B. In addition, the Company will recommend to the approval of the Board or Compensation Committee that in its sole discretion. Subject to the approval of event the Board or the Compensation CommitteeExecutive resigns for any reason other than for Good Reason (as defined below), it is currently expected that then (A) with respect to the 2024 Annual Equity PSU Award for calendar year 2022 only, that such award shall (1I) payout opportunities for any performance-based restricted stock units granted will range from 50% in the event such resignation occurs after the fourth anniversary of target for threshold performance achievement to 200% of target for maximum performance achievementthe Effective Date, (2) awards will be settled in shares, (3) any performance-based restricted stock units granted would contain a three-year performance period, and (4) any time-based restricted stock units or stock options granted would have a ratable three-year vesting period.remain