FORM OF NEO RESTRICTED STOCK AWARD AGREEMENT
Exhibit 10.15
FORM OF NEO
RESTRICTED STOCK AWARD AGREEMENT
This Restricted Stock Agreement (this "Agreement"), dated this ___ day of April, 2021 but effective for all purposes as of the Grant Date set forth below, is between _______________ (the "Participant") and Xxxxxx Consulting Group Ltd. (the "Company"), a Delaware corporation, and governs a grant to the Participant of common stock of the Company (the "Shares") pursuant to the Xxxxxx Consulting Group Ltd. 2021 Omnibus Equity Incentive Plan (the "Plan"). Capitalized terms not explicitly defined in this Agreement have the definitions ascribed to them in the Plan. The Company and the Participant agree as follows:
3.VESTING, RELEASE AND LAPSE OF RESTRICTIONS.
(a)Subject to paragraphs (b) and (c) of this Section, the Restricted Shares shall become vested in [three (3)] equal annual installments over a [three (3)] year period with the first installment occurring on the first anniversary of the Grant Date, provided that the Participant is employed by the Company on the applicable vesting dates.
(b)The Restricted Shares shall become fully vested prior to the third anniversary of the Grant Date (i) upon the Participant’s death or Disability, or (ii) if the Participant’s employment with the Company is terminated (A) by the Company without Cause, (B) by the Participant for Good Reason or (C) by the Participant for Good Reason related to a Change in Control, 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. If no such written employment letter or agreement is then in existence, then Disability shall have the same definition as contained in the Plan and Cause and Good Reason shall be as defined on Exhibit A attached hereto and incorporated herein by reference.
(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 Restricted Shares shall be forfeited and all of the Participant's rights hereunder with respect to such unvested Restricted Shares (and any Dividend Equivalent Right with respect to such unvested Shares) shall cease as of the effective date of such termination of employment. The determination of whether Restricted Shares are vested, not vested, or forfeited, as applicable, shall be made by the Compensation Committee (the "Committee") of the Board of Directors of the Company in its discretion.
(d)If a vesting date falls on a Saturday or Sunday or a day on which NASDAQ is not open for the transaction of business, then the applicable portion of the Restricted Shares shall vest on the next business day. Upon vesting, Restricted Shares shall be released by the Company and the restrictions on transfer and any other restrictive legends that the Company shall have deemed advisable shall be removed within thirty (30) days following each applicable vesting date.
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The Dividend Equivalent Rights will be subject to the same terms, conditions, and restrictions of this Agreement as are the Restricted Shares to which they relate and will be payable at the same time as the underlying Restricted Shares are settled and released following vesting of such Restricted Shares. None of the Restricted Shares 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 Restricted Shares are forfeited, the Participant shall have no right to such Dividend Equivalent Rights.
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 Restricted Shares.
9.THE PLAN. The Restricted Shares awarded by the Company and described in this Agreement are made in accordance with and subject to the Plan. The terms of this Agreement are intended to be in full accordance with the Plan. However, in the event of any potential or actual conflict between any term of this Agreement and the Plan, this Agreement shall automatically be amended to comply with the terms of the Plan.
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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.
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 Restricted Shares to be issued upon vesting/settlement of the Restricted Shares as provided for in the Plan.
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EXHIBIT A TO RESTRICTED STOCK AWARD AGREEMENT
“Good Reason” shall mean, without Participant’s express written consent, the occurrence of any one or more of the following, provided that in each case the Company had an opportunity to cure but failed to do so (any such cure to be effected within 30 days after appropriate written notice is given by Participant to the Company): (i) a material reduction or adverse alteration in the nature of Participant’s position, duties, or responsibilities from those then in effect as of the Grant Date or date hereof, excluding any change that is solely a diminution in title or reporting relationships; (ii) a reduction by the Company in Participant’s rate of base salary or hourly compensation as in effect on the date hereof or as the same may be increased from time to time ("Base Compensation"); or (iii) a material change in the office or location at which the Company requires you to be based that requires you to regularly travel or commute more than 25 miles further than required immediately prior to the date that change in office or location is required without Participant’s consent, which shall not be unreasonably withheld. Irrespective of (ii) in the foregoing sentence, if the Company directs that compensation of all senior staff be temporarily reduced, and Participant’s Base Compensation is temporarily reduced by an amount that is no greater than proportional to the temporary reduction of salary of all Company Principals, Vice Presidents, Executive Vice Presidents and Chief Executive Officer (collectively "Company Senior Staff") and the duration of such temporary reduction is not greater than the duration of temporary reduction of salary of all Company Senior Staff, then such temporary reduction of Participant’s Base Compensation shall not be an event that justifies termination of Participant’s employment with the Company by you for Good Reason.
"Cause" exists (and a termination is without Cause if none of the following circumstances exist) if Participant’s termination follows: (i) dishonesty or theft by Participant in any manner connected with the performance of Participant’s duties to the Company; (ii) Participant’s conviction of, or a pleading of guilty or nolo contendere to any felony or to a misdemeanor that will materially injure the reputation of the Company; (iii) a material breach by Participant of the terms of either Participant’s employment letter or offer letter (including, without limitation, Participant’s breach of or non-compliance with the terms and conditions of non-solicitation, non-competition, and/or non-disclosure agreement; (iv) Participant’s failure for any reason, following thirty (30) days written notice thereof to Participant from the Company of the need to correct, cease, or otherwise alter any failure to comply with reasonable instructions or other action or omission to act by Participant which the Company reasonably believes is material and does or may adversely affect its business or operations; or (v) material misconduct by Participant which, in the Company's reasonable judgment, is of such a nature that a likelihood exists that such misconduct will materially injure the reputation of the Company if Participant were to remain employed by the Company.