Participant Name. You have been granted the right to receive an Award of Performance Units, subject to the terms and conditions of the Plan and this Award Agreement, as follows: Grant Number Date of Grant Vesting Commencement Date Number of Performance Units Vesting Schedule Subject to Section 3 of this Award Agreement, the Performance Units will vest in accordance with the following schedule, as determined by the Administrator: If Participant ceases to be a Service Provider for any or no reason before Participant vests in any Performance Unit, whether or not earned as of such date, the Performance Unit and Participant’s right to acquire any Shares hereunder will terminate in accordance with Section 3 of this Award Agreement. Notwithstanding anything to the contrary herein, to the extent Performance Units may not be settled pursuant to Applicable Laws or Company policy at the times specified herein, Performance Units shall be settled as soon as practicable thereafter. By Participant’s signature and the signature of the representative of SOC Telemed, Inc. (the “Company”) below, or by Participant otherwise accepting this Award, Participant and the Company agree that this Award of Performance Units is granted under and governed by the terms and conditions of the Plan and this Award Agreement, including the terms and conditions of Performance Unit Grant, attached hereto as Exhibit A, all of which are made a part of this document. Participant has reviewed the Plan and this Award Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Award Agreement and fully understands all provisions of the Plan and Award Agreement. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator on any questions relating to the Plan and Award Agreement. PARTICIPANT: SOC TELEMED, INC. Signature By Print Name Title EXHIBIT A
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Samples: Performance Unit Award Agreement (SOC Telemed, Inc.)
Participant Name. You This Participation Agreement (this “Agreement”) is made and entered into by and between Bar Harbor Bankshares, a Maine corporation (the “Company”), and the undersigned individual (“you”), who is an employee of the Company and/or Bar Harbor Bank & Trust, a subsidiary of the Company. The Company adopted the Bar Harbor Bankshares Executive Change in Control Severance Plan (the “Plan”). Unless otherwise defined in this Agreement, any capitalized terms used in this Agreement will have been granted the right meanings set forth in the Plan. A copy of the Plan is attached as Annex A and is deemed to receive an Award be part of Performance Unitsthis Agreement. The Company has selected you to become a Participant in the Plan. Under the Plan, subject you may become entitled to certain Severance Payments if you incur a Qualifying Termination within 12 months after a Change in Control, and you otherwise satisfy all of the terms and conditions of the Plan and Plan. By executing this Award Agreement, as followsyou acknowledge and agree that you are a Participant in the Plan, and that any Severance Payments that you may become entitled to receive under the Plan will be based on the following multipliers that have been established by the Company: Grant Number Date of Grant Vesting Commencement Date Number of Performance Units Vesting Schedule Subject to Section 3 of Applicable Severance Multiplier Applicable Benefits Multiplier [___] months [___] months Further, by executing this Award Agreement, you acknowledge and agree that your participation in the Performance Units will vest Plan is in accordance consideration for your strict compliance with the following schedule, as determined by the Administrator: If Participant ceases to be a Service Provider for any or no reason before Participant vests restrictive covenants in any Performance Unit, whether or not earned as of such date, the Performance Unit and Participant’s right to acquire any Shares hereunder will terminate in accordance with Section 3 of this Award Agreement. Notwithstanding anything to the contrary herein, to the extent Performance Units may not be settled pursuant to Applicable Laws or Company policy at the times specified herein, Performance Units shall be settled as soon as practicable thereafter. By Participant’s signature and the signature Article VIII of the representative Plan, which include covenants for non-competition, non-solicitation, non-disparagement, and non-disclosure of SOC TelemedConfidential Information, Inc. and that any Severance Payments that you may become entitled to receive under the Plan will be subject to your strict compliance with each restrictive covenant in Article VIII of the Plan for the duration of the Restrictive Period. [You previously entered into a Change in Control Agreement with the Company dated [DATE] (the “CompanyCIC Agreement”) below). By executing this Agreement and becoming a Participant in the Plan, or by Participant otherwise accepting this Award, Participant you acknowledge and the Company agree that this Award of Performance Units the CIC Agreement is granted hereby terminated and you will have no further right, title or interest under and governed by the terms and conditions of the Plan and this Award CIC Agreement, including the terms and conditions of Performance Unit Grant, attached hereto as Exhibit A, all of which are made a part of this document. Participant has reviewed the Plan and this Award Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Award Agreement and fully understands all provisions of the Plan and Award Agreement. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator on any questions relating to the Plan and Award Agreement. PARTICIPANT: SOC TELEMED, INC. Signature By Print Name Title EXHIBIT A.] [INCLUDE IF BEING USED TO REPLACE A CIC AGREEMENT]
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Participant Name. Address: You have been granted an option (“Option”) to purchase Ordinary Shares (“Shares”) of Fabrinet (the right to receive an Award of Performance Units“Company”), subject to the terms and conditions of the Plan and this Award Agreement, as follows: Grant Number Date of Grant Vesting Commencement Date Exercise Price per Share $ Total Number of Performance Units Shares Granted Total Exercise Price $ Type of Option: Incentive Stock Option Nonstatutory Stock Option Term/Expiration Date: Vesting Schedule Schedule: Subject to Section 3 of any acceleration provisions contained in the Plan or set forth below, this Award AgreementOption may be exercised, the Performance Units will vest in whole or in part, in accordance with the following schedule, as determined by the Administrator: If [INSERT VESTING SCHEDULE] Termination Period: This Option will be exercisable for three (3) months after Participant ceases to be a Service Provider for any or no reason before Participant vests in any Performance UnitProvider, whether or not earned as of unless such date, the Performance Unit and termination is due to Participant’s right death or Disability, in which case this Option will be exercisable for twelve (12) months after Participant ceases to acquire any Shares hereunder will terminate in accordance with Section 3 of this Award Agreementbe Service Provider. Notwithstanding anything the foregoing, in no event may this Option be exercised after the Term/Expiration Date as provided above and may be subject to earlier termination as provided in Section 7 of the contrary herein, to the extent Performance Units may not be settled pursuant to Applicable Laws or Company policy at the times specified herein, Performance Units shall be settled as soon as practicable thereafterPlan. By Participant’s signature and the signature of the Company’s representative of SOC Telemed, Inc. (the “Company”) below, or by Participant otherwise accepting this Award, Participant and the Company agree that this Award of Performance Units Option is granted under and governed by the terms and conditions of the Plan and this Award Agreement, including the terms Terms and conditions Conditions of Performance Unit Share Option Grant, attached hereto as Exhibit A, all of which are made a part of this document. Participant has reviewed the Plan and this Award Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Award Agreement and fully understands all provisions of the Plan and Award Agreement. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator on upon any questions relating to the Plan and Award Agreement. Participant further agrees to notify the Company upon any change in the residence address indicated below. PARTICIPANT: SOC TELEMED, INC. FABRINET Signature By Print Name Title Residence Address: EXHIBIT A
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Participant Name. Address: You have been granted an Option to purchase Stock of TeleNav, Inc. (the right to receive an Award of Performance Units“Company”), subject to the terms and conditions of the Plan and this Award Agreement, as follows: Grant Number Date of Grant Vesting Commencement Date Exercise Price per Share $ Total Number of Performance Units Shares Granted Total Exercise Price $ Type of Option: Incentive Stock Option Nonstatutory Stock Option Term/Expiration Date: Vesting Schedule Schedule: Subject to Section 3 of any acceleration provisions contained in the Plan or set forth below, this Award AgreementOption may be exercised, the Performance Units will vest in whole or in part, in accordance with the following schedule, as determined by the Administrator: If [INSERT VESTING SCHEDULE] Termination Period: This Option will be exercisable for thirty (30) days after Participant ceases to be an employee, director, Consultant or key person of the Company or any Subsidiary (a “Service Provider for any or no reason before Participant vests in any Performance UnitProvider”), whether or not earned as of unless such date, the Performance Unit and termination is due to Participant’s right death or Disability, in which case this Option will be exercisable for six (6) months after Participant ceases to acquire any Shares hereunder will terminate in accordance with Section 3 of this Award Agreementbe Service Provider. Notwithstanding anything the foregoing, in no event may this Option be exercised after the Term/Expiration Date as provided above and may be subject to the contrary herein, to the extent Performance Units may not be settled pursuant to Applicable Laws or Company policy at the times specified herein, Performance Units shall be settled earlier termination as soon as practicable thereafter. By Participant’s signature and the signature provided in Section 14 of the representative of SOC Telemed, Inc. (the “Company”) below, or by Participant otherwise accepting this Award, Plan. Participant and the Company agree that this Award of Performance Units Option is granted under and governed by the terms and conditions of the Plan and this Award Agreement, including the terms Terms and conditions Conditions of Performance Unit Stock Option Grant, attached hereto as Exhibit A, all of which are made a part of this document. Participant has reviewed the Plan and this Award Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing accepting this Award Agreement and fully understands all provisions of the Plan and Award Agreement. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator on Committee upon any questions relating to the Plan and Award Agreement. PARTICIPANT: SOC TELEMEDParticipant further agrees to notify the Company upon any change in the residence address indicated above. Participant acknowledges and agrees that by clicking the “ACCEPT” button on the E*TRADE on-line grant agreement response page, it will act as Participant’s electronic signature to this Award Agreement and will constitute Participant’s acceptance of the Award Agreement with all of the terms and conditions of the Option, as set forth in this Award Agreement and the Plan. TELENAV, INC. Signature By Print Name Title EXHIBIT A
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