Name of Participant] PERFORMANCE BASED RESTRICTED STOCK UNIT AGREEMENT
Exhibit 10.17
[Name of Participant]
PERFORMANCE BASED
RESTRICTED STOCK UNIT AGREEMENT
This Restricted Stock Unit Agreement (this “Agreement”) dated this ___ day of _____, 2021 (the “Grant Date”), is between _________ (the "Participant") and Xxxxxx Consulting Group Ltd. (the "Company"), a Delaware corporation, and governs a grant of Restricted Stock Units (“RSU”s) to the Participant pursuant to the Xxxxxx Consulting Group Ltd. 2021 Omnibus Equity Incentive Plan (the "Plan") and the Xxxxxx Consulting Group 2021 Executive Long Term Incentive Plan (the “LTIP Plan”). Capitalized terms not explicitly defined in this Agreement have the definitions ascribed to them in the Plan or the LTIP Plan. The Company and the Participant agree as follows:
1.Restricted Stock Unit Grant. Subject to, and in accordance with the terms, conditions and restrictions set forth in the Plan, the LTIP Plan and this Agreement, the Company hereby grants to the Participant ________ RSUs effective as of the Grant Date (the “Award”) Each RSU is equivalent to one share of Common Stock of the Company (the “Shares”) for the purposes of determining the number of Shares subject to this Award.
2.Restriction on Transfer. RSUs may not be transferred, sold, pledged, exchanged, assigned or otherwise encumbered or disposed of by Participant unless and until they have become nonrestricted and nonforfeitable in accordance with Section 3; provided, however, that Participant's interest in this Award may be transferred by will or the laws of descent and distribution. Any purported transfer, encumbrance or other disposition of the RSUs that is in violation of this Section 2 shall be null and void, and the other party to any such purported transaction shall not obtain any rights to or interest in the RSUs.
3.Vesting, Release and Lapse of Restrictions.
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(a) |
Subject to paragraphs (b) and (c) of this Section, the RSUs shall vest in one installment for the Performance Period on the date that the Committee determines the Company’s results on Relative Total Shareholder Return for the Performance Period. Based on such result, vesting will be as follows: |
If the Company’s Relative TSR at end of Performance Period is |
Then the percentage of the RSU that will vest will be: |
75th Percentile or higher |
100% |
55th Percentile |
50% |
35th Percentile |
25% |
Below 35th Percentile |
0% |
The actual number of RSUs that will vest shall be interpolated between the vesting percentages as set forth in the LTIP Plan to the extent that the Relative Total Shareholder Return is between the amounts set forth above in the chart.
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(b) |
The RSUs shall become fully vested immediately upon the (i) the Participant’s death or Disability, or (ii) if the Participant’s employment with the Company is terminated (A) by the |
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Company without Cause, (B) by the Participant for Good Reason, or (C) by the Participant for Good Reason related to a Change in Control, (iii) provided that in each of (ii) A, B, or C, the Participant (or his or her personal representative) executes the Company’s release agreement. The terms Disability, Cause, and Good Reason shall be as defined in the written employment letter or agreement between the Company and the Participant in effect at the time of such event of termination. |
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(c) |
If the Participant's employment with the Company is terminated by the Company for Cause or by the Participant without Good Reason, then any unvested RSUs shall be forfeited and all of the Participant's rights hereunder with respect to such unvested RSUs (and any Dividend Equivalent Rights, as defined below) shall cease as of the effective date of such termination of employment. |
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(d) |
If the Participant's employment with the Company is terminated by the Participant by Retirement or Early Retirement: |
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(i) |
prior to July 1 in the first year of the Performance Period, then all unvested RSU’s shall be forfeited; |
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(iii) |
at any time in the second year of the Performance Period, then two-thirds (2/3) of any unvested RSUs shall remain eligible to vest at the end of the Performance Period on the date that the Committee determines the Company’s results on Relative Total Shareholder Return for the Performance Period pursuant to 3(a) above; and |
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(iv) |
at any time in the third year of the Performance Period, then any and all unvested RSUs shall remain eligible to vest at the end of the Performance Period on the date that the Committee determines the Company’s results on Relative Total Shareholder Return for the Performance Period pursuant to 3(a) above. |
The Dividend Equivalent Rights will be subject to the same terms, conditions, and restrictions of this Agreement as are the RSUs to which they relate and will be payable at the same time as the underlying RSUs are settled and released following vesting of such RSUs. None of the RSUs will be issued (nor will the Participant have any of the rights of a stockholder with respect to the underlying shares) and no Dividend Equivalent Rights (if any) will be paid until the vesting and other conditions under the Agreement and Plan are satisfied. If such RSUs are forfeited, the Participant shall have no right to such Dividend Equivalent Rights.
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5.No Rights as Stockholder; Change in Shares. The Participant shall have none of the rights or privileges of a stockholder in respect of the RSUs or the Shares deliverable under this Award unless and until the RSUs vest and electronic delivery representing the Shares have been completed, recorded on the records of the Company or its transfer agents and registrars, and delivered to Participant. After such issuance, recordation and delivery, Participant shall have all the rights of a stockholder of the Company, including the right to vote such Shares. If any of the Company shares of common stock are split, combined, or in any other manner changed, modified or amended, or the Company is recapitalized, restructured, or reorganized, the RSUs may be adjusted as provided in the Plan.
6.Compliance with Laws and Claw-Back.
(a) Repayment/Forfeiture. Any benefits that the Participant may receive hereunder shall be subject to repayment or forfeiture as may be required to comply with the requirements of the U.S. Securities and Exchange Commission or any applicable law, rule or regulation, including the requirements of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and any rules or regulations thereunder, as may be in effect from time to time.
(b) Claw-back. If the Participant performs any activity that is in violation of any of the restrictive covenants in any exhibit to the Employment Letter the Company may recoup from the Participant any proceeds, gains or other economic benefit the Participant actually or constructively received or derived from the Shares.
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Participant expressly warrants that he or she is not accepting this Agreement in reliance on any promises, representations or inducements other than those contained in this Agreement. Except as otherwise provided in the Plan, this Agreement cannot be modified or changed by any prior or contemporaneous or future oral agreement of the parties. Except as otherwise provided in the Plan, this Agreement shall only be modified by the express written agreement of the parties.
13.Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to choice of law or conflict of law rules.
14.Beneficiary of Deceased Participant. Any distribution or delivery to be made to the Participant under this Agreement shall, if the Participant is then deceased, be made to the Participant's designated beneficiary named pursuant to the Plan, or if no beneficiary survives the transferee must furnish the Company with (a) written notice of his or her status as transferee, and (b) evidence satisfactory to the Company to establish the validity of the transfer and compliance with any laws or regulations pertaining to said transfer.
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Prior to the relevant taxable or tax withholding event, as applicable, the Participant shall pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax Related Items. In the event the Participant fails to pay or make such adequate arrangements, as determined by the Company and/or the Employer, the Participant hereby authorizes the Company and/or the Employer, or their respective agents, at their discretion and without further notice or authorization by Participant, to satisfy the obligations with regard to all Tax-Related Items by withholding in Shares to be issued upon vesting/settlement of the Shares as provided for in the Plan.
Accepted by the Participant: |
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For the Company: |
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