2 - By Grantee’s signature and the signature of the representative of the Company below, Grantee and the Company agree that this Award of PSUs is granted under and governed by the terms and conditions of the Plan and this Award Agreement, including...
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Exhibit 10.13 BAKKT HOLDINGS, INC. 2021 OMNIBUS EMPLOYEE INCENTIVE PLAN PERFORMANCE UNIT AGREEMENT NOTICE OF PERFORMANCE UNIT GRANT Unless otherwise defined herein, the terms defined in the Bakkt Holdings, Inc. 2021 Omnibus Employee Incentive Plan (the “Plan”) will have the same meanings in this Performance Unit Agreement which includes the Notice of Performance Unit Grant (the “Notice of Grant”), the Terms and Conditions of Performance Unit Grant, attached hereto as Exhibit A, and all other exhibits, appendices, and addenda attached hereto (the “Award Agreement”). Grantee Name: ______________________________ The undersigned Grantee has been granted an Award of Performance Units (“PSUs”), subject to the terms and conditions of the Plan and this Award Agreement, as follows: Grant Number: ______________________________ Date of Grant: ______________________________ Vesting Commencement Date: ______________________________ Total Target Number of PSUs: ______________________________ Total Maximum Number of PSUs: ______________________________ Vesting Schedule: Vesting Date(s): This Award shall vest on the date(s) set forth on Exhibit B subject to the satisfaction of the terms and conditions described in the exhibits (including all schedules subject thereto).
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- 2 - By Xxxxxxx’s signature and the signature of the representative of the Company below, Grantee and the Company agree that this Award of PSUs 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, and all other exhibits, appendices and addenda attached hereto, all of which are made a part of this document. Xxxxxxx acknowledges receipt of a copy of the Plan. Xxxxxxx 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 this Award Agreement. Grantee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee upon any questions relating to the Plan or this Award Agreement. Xxxxxxx further agrees to notify the Company upon any change in Xxxxxxx’s residence address indicated below. GRANTEE BAKKT HOLDINGS, INC. ____________________________________ ____________________________________ Signature Signature ____________________________________ ____________________________________ Print Name Print Name ____________________________________ Title Grantee Residence Address: ____________________________________ ____________________________________ ____________________________________ ____________________________________
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EXHIBIT A BAKKT HOLDINGS, INC. 2021 OMNIBUS EMPLOYEE INCENTIVE PLAN PERFORMANCE UNIT AGREEMENT TERMS AND CONDITIONS OF PERFORMANCE UNIT GRANT 1. Grant of PSUs. The Company hereby grants to the individual (“Grantee”) named in the Notice of Performance Unit Grant of this Award Agreement (the “Notice of Grant”) under the Plan an Award of PSUs, and subject to the terms and conditions of this Award Agreement and the Plan, which is incorporated herein by reference. Subject to Section 3.1 of the Plan, in the event of a conflict between the terms and conditions of the Plan and this Award Agreement, the terms and conditions of the Plan shall prevail. 2. Company’s Obligation to Pay. Each PSU represents the right to receive a share of Company Class A Common Stock (a “Share”) on the date it vests. Unless and until a PSU has vested in the manner set forth in Section 3 or 4, Grantee will have no right to payment of any such PSU. Prior to actual payment of any vested PSUs, such PSU will represent an unsecured obligation of the Company, payable (if at all) only from the general assets of the Company. 3. Vesting Schedule. Except as provided in Section 4, and subject to Section 5, the PSUs awarded by this Award Agreement will vest in accordance with the vesting provisions set forth in the Notice of Grant. Unless specifically provided otherwise in this Award Agreement or other written agreement authorized by the Committee between Grantee and the Company or any Subsidiary of the Company, as applicable, governing the terms of this Award, PSUs scheduled to vest on a certain date or upon the occurrence of a certain condition will not vest in accordance with any of the provisions of this Award Agreement, unless Grantee will have been continuously a Service Provider from the Date of Grant until the date such vesting occurs. 4. Payment after Vesting. (a) General Rule. Subject to Section 7, any PSUs that vest will be paid to Grantee (or in the event of Xxxxxxx’s death, to his or her properly designated beneficiary or estate) in whole Shares. Subject to the provisions of Section 4(c), such vested PSUs shall be paid in whole Shares as soon as practicable after vesting, but in each such case within sixty (60) days following the vesting date. In no event will Grantee be permitted, directly or indirectly, to specify the taxable year of payment of any PSUs payable under this Award Agreement. (b) Discretionary Acceleration. The Committee, in its discretion, may accelerate the vesting of the balance, or some lesser portion of the balance, of the unvested PSUs at any time, subject to the terms of the Plan. If so accelerated, such PSUs will be considered as having vested as of the date specified by the Administrator. (c) Section 409A.
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-7- the exclusive purpose of implementing, administering and managing Xxxxxxx’s participation in the Plan. Grantee understands that the Company and the Service Recipient may hold certain personal information about Grantee, including, but not limited to, Xxxxxxx’s name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, any Shares or directorships held in the Company, details of all PSUs or any other entitlement to Shares awarded, canceled, exercised, vested, unvested or outstanding in Grantee’s favor (“Data”), for the exclusive purpose of implementing, administering and managing the Plan. Xxxxxxx understands that Data may be transferred to a stock plan service provider, as may be selected by the Company in the future, assisting the Company with the implementation, administration and management of the Plan. Grantee understands that the recipients of the Data may be located in the United States or elsewhere, and that the recipients’ country of operation (e.g., the United States) may have different data privacy laws and protections than Grantee’s country. Xxxxxxx understands that if he or she resides outside the United States, he or she may request a list with the names and addresses of any potential recipients of the Data by contacting his or her local human resources representative. Xxxxxxx authorizes the Company, any stock plan service provider selected by the Company and any other possible recipients which may assist the Company (presently or in the future) with implementing, administering and managing the Plan to receive, possess, use, retain and transfer the Data, in electronic or other form, for the sole purpose of implementing, administering and managing his or her participation in the Plan. Xxxxxxx understands that Data will be held only as long as is necessary to implement, administer and manage Xxxxxxx’s participation in the Plan. Xxxxxxx understands if he or she resides outside the United States, he or she may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing his or her local human resources representative. Further, Grantee understands that he or she is providing the consents herein on a purely voluntary basis. If Xxxxxxx does not consent, or if Xxxxxxx later seeks to revoke his or her consent, his or her status as a Service Provider and career with the Service Recipient will not be adversely affected. The only adverse consequence of refusing or withdrawing Xxxxxxx’s consent is that the Company would not be able to grant Grantee PSUs or other equity awards or administer or maintain such awards. Therefore, Xxxxxxx understands that refusing or withdrawing his or her consent may affect Xxxxxxx’s ability to participate in the Plan. For more information on the consequences of Xxxxxxx’s refusal to consent or withdrawal of consent, Xxxxxxx understands that he or she may contact his or her local human resources representative. 14. Address for Notices. Any notice to be given to the Company under the terms of this Award Agreement will be addressed to the Company at Bakkt Holdings, Inc., 00000 Xxxxxx Xxxxxxxxx, Xxxxx 0000, Xxxxxxxxxx, Xxxxxxx 00000, or at such other address as the Company may hereafter designate in writing. 15. Successors and Assigns. The Company may assign any of its rights under this Award Agreement to single or multiple assignees, and this Award Agreement shall inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer herein set forth, this Award Agreement shall be binding upon Grantee and Xxxxxxx’s heirs, executors, administrators, successors and assigns. The rights and obligations of Grantee under this Award Agreement may be assigned only with the prior written consent of the Company.
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-9- relocates to one of the countries included in the Country Addendum (if any), the special terms and conditions for such country will apply to Grantee, to the extent the Company determines that the application of such terms and conditions is necessary or advisable for legal or administrative reasons. The Country Addendum (if any) constitutes a part of this Award Agreement. 23. Modifications to the Award Agreement. This Award Agreement constitutes the entire understanding of the parties on the subjects covered. Grantee expressly warrants that he or she is not accepting this Award Agreement in reliance on any promises, representations, or inducements other than those contained herein. Modifications to this Award Agreement can be made only in an express written contract executed by a duly authorized officer of the Company. Notwithstanding anything to the contrary in the Plan or this Award Agreement, the Company reserves the right to revise this Award Agreement as it deems necessary or advisable, in its sole discretion and without the consent of Grantee, to comply with Section 409A or to otherwise avoid imposition of any additional tax or income recognition under Section 409A in connection with this Award of PSUs. 24. No Waiver. Either party’s failure to enforce any provision or provisions of this Award Agreement shall not in any way be construed as a waiver of any such provision or provisions, nor prevent that party from thereafter enforcing each and every other provision of this Award Agreement. The rights granted both parties herein are cumulative and shall not constitute a waiver of either party’s right to assert all other legal remedies available to it under the circumstances. 25. Governing Law; Severability. This Award Agreement and the PSUs are governed by the internal substantive laws, but not the choice of law rules, of the State of Delaware. In the event that any provision hereof becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, this Award Agreement shall continue in full force and effect. 26. Entire Agreement. The Plan is incorporated herein by reference. The Plan and this Award Agreement (including the exhibits, appendices, and addenda attached to the Notice of Grant) constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Grantee with respect to the subject matter hereof, and may not be modified adversely to Grantee’s interest except by means of a writing signed by the Company and Grantee. * * *
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EXHIBIT B PERFORMANCE VESTING TERMS The PSUs will vest according to the Company’s performance against two metrics, which are weighted on a 50/50 basis, set forth below. The Company’s performance will be measured at the end of each calendar year, and up to one-third of the total PSU award will vest according to the table below, and subject to the “catch-up” provision described below. Transacting Accounts: Fifty percent (50%) of the PSUs will vest according to the Company’s performance against the following “Transacting Accounts” targets: Performance vs. Target Payout 2022 Target 2023 Target 2024 Target <25% of Target None >25% but <100% of Target Ratable according to Company’s performance against Target (i.e., from 25% to 99%) 100% of Target 100% 6,000,000 12,000,000 18,000,000 >100% of Target Ratable according to Company’s performance against Target, but capped at 150% payout Net Revenue: The other fifty percent (50%) of the PSUs will vest according to the Company’s performance against the following “Net Revenue” targets: Performance vs. Target Payout 2022 Target 2023 Target 2024 Target <25% of Target None >25% but <100% of Target Ratable according to Company’s performance against Target (i.e., from 25% to 99%) 100% of Target 100% $ 55,000,000 $ 224,000,000 $ 357,000,000 >100% of Target Ratable according to Company’s performance against Target, but capped at 150% payout Catch-Up: At the end of the three-year measurement period, the Company’s performance against the two target metrics will be measured. As to each such metric, if (and only if) the Company has exceeded the relevant metric, then:
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• As to year 3, the portion of the PSU award that vests shall remain calculated according to the table; and • A “catch-up” amount of the PSU award, equal to the number of PSUs required to bring the year 1 and year 2 PSUs vested to 100% for such years, shall be added; however, these additional catch-up units will vest as of the end of the three-year measurement period. For clarity, the catch-up shall be separately calculated as to each such metric, and may be triggered as to both metrics, one, or none. (continued on next page)
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Example Assume a total PSU award of 3,000 PSUs. According to the 50/50 weighting, over the three-year measurement period, 1,500 PSUs are allocated to the Transacting Accounts metric, and 1,500 PSUs are allocated to the Net Revenue metric. 2022 Goal 2022 Performance 2022 Percentage vs. Target Percentage of 2022 PSUs Vesting Number of PSUs Vesting for 2022 Performance Percentage of PSUs Vesting After Catch-Up Additional Number of PSUs Vesting After Catch- Up Total Number of PSUs Vesting After Catch-Up Transacting Accounts 6,000,000 2,000,000 33% 33% 167 167 Net Revenue $ 55,000,000 $ 55,000,000 100% 100% 500 100% 0 500 2023 Goal 2023 Performance 2023 Percentage vs. Target Percentage of 2023 PSUs Vesting Number of PSUs Vesting for 2023 Performance Transacting Accounts 12,000,000 9,000,000 75% 75% 375 375 Net Revenue $ 224,000,000 $ 156,800,000 70% 70% 350 100% 150 500 2024 Goal 2024 Performance 2024 Percentage vs. Target Percentage of 2024 PSUs Vesting Number of PSUs Vesting for 2024 Performance Transacting Accounts 18,000,000 16,000,000 89% 89% 445 445 Net Revenue $ 357,000,000 $ 400,000,000 112% 112% 560 560 2,547 Catch-up Goal Performance vs. Catch-up Goal Transacting Accounts 18,000,000 16,000,000 Net Revenue $ 357,000,000 $ 400,000,000 Total Units Vested Before Catch-Up 80% 2,397 Catch-Up Units Added 150 Total Percentage of PSUs Vested After Catch-Up 85% 2,547