COOL COMPANY LTD LONG TERM INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT
Exhibit 99.2
COOL COMPANY LTD LONG TERM INCENTIVE PLAN
THIS AGREEMENT (this "Agreement") is effective as of [●] (the "Grant Date"), by and between Cool
Company Ltd. an exempted company limited by shares incorporated under the laws of Bermuda (the "Company"), and [●] (the "Grantee"). The Company has adopted the Cool
Company Ltd Long Term Incentive Plan (as amended, modified or supplemented from time to time, the "Plan"), by this reference made a part hereof, for the benefit of eligible employees, officers and directors
of the Company and its Affiliates. Capitalized terms used and not otherwise defined herein shall have the meaning ascribed thereto in the Plan, and in the event of any conflict, the terms of the Plan will control. The Company and Grantee therefore
agree as follows:
1. Grant of Restricted
Stock Units. Pursuant to the Plan, effective as of the Grant Date, the Company hereby awards to the Grantee, in consideration of the payment by the Grantee of $1.00 (the “Consideration”), the
right (the "Restricted Stock Unit") to receive [●] common shares of the Company, par value $1.00 per share ("Stock").
2. Vesting Schedule
and Settlement. The Restricted Stock Units shall vest equally in [●] increments (rounded up to the nearest whole number) on each of [●] (each, a "Vesting Date");
provided that the Grantee remains in continuous employment or service with the Company or any Affiliate (or the successor of any such company) through each Vesting Date. As soon as practicable but in no event later than thirty (30) days following
the occurrence of a Vesting Date, the Company shall cause the applicable number of shares of Stock to be transferred into the Grantee's name.
3. Termination of
employment or service. Upon termination of the Grantee's employment or service with the Company or any Affiliate (or the successor of any such company) as a result of the death or Permanent Disability of the Grantee, the Restricted
Stock Units shall immediately vest, and such termination shall be deemed a Vesting Date. Upon termination of the Grantee's employment or service with the Company or any Affiliate (or the successor of any such company) for any reason other than
death and Permanent Disability, all unvested Restricted Stock Units shall be immediately forfeited by the Grantee, unless the Committee in its discretion determines otherwise, in which case the extent to which unvested Restricted Stock Units may
vest and any conditions of such vesting will be determined by the Committee as appropriate in the circumstances.
4. No Ownership
Rights Prior to Issuance of Shares of Stock. Neither the Grantee nor any other person shall become the beneficial owner of the shares of Stock underlying the Restricted Stock Units, nor have any rights of a shareholder (including,
without limitation, dividend and voting rights) with respect to any such shares of Stock, unless and until and after such shares of Stock have been delivered to the Grantee as described in paragraph 2.
5. Dividend
Equivalent. On vesting of a Restricted Stock Unit, the number of shares subject to the Restricted Stock Unit shall be increased by a number of shares which have a value on the Vesting Date which is equal to the value of any dividends
payable by the Company on Stock between the Grant Date and the Vesting Date (assuming dividend reinvestment on such basis as the Committee may determine).
6. Data Protection Policy and Consent. The
Grantee is referred to the Cool Company Ltd Data Protection and Privacy Notice available on the Company intranet for an explanation of the personal data which the Company holds or may hold and the
Grantee's rights in respect of such personal data. By accepting this award, the Grantee acknowledges that the Company and its Affiliates may hold and process data relating to the Grantee (including personal data, i.e., the Grantee’s: name,
contact information (e-mail address and phone number), bank information and information on granted awards) in relation to and as a consequence of the Grantee’s awards for the purpose of administering the Plan and the awards and for such other
purposes as set out in the Company’s internal privacy notice and any other applicable privacy policy. Any processing of the Grantee’s personal data in relation to the Plan shall be in accordance with such notice and policies, including where data
is disclosed (even outside the UK or the EU) to the Company and its Affiliates and its or their advisors.
7. Mandatory
Withholding. To the extent such obligations are not wholly discharged by the Grantee as at the Vesting Date, Grantee hereby authorizes the Company or the Company's Stock Plan Administrator where relevant, to (i) sell on his behalf a
number of shares of Stock issued or outstanding pursuant to the award, which number of shares of Stock the Company determines has at least the market value sufficient to meet the tax withholding obligations and any outstanding Consideration, plus
additional shares of Stock to account for rounding and market fluctuations and (ii) pay such tax withholding and Consideration to the Company. The shares of Stock may be sold as part of a block trade with other Participants such that all
Participants receive an average price.
8. Tax Indemnity. The
Grantee agrees that the Grantee is liable for and shall indemnify and keep indemnified the Company, the employer (if different) and their Affiliates from and against any liability for or obligation to pay any tax liability being any liability for
income tax, employee’s social security, or any other similar obligations to pay or account for tax or social security (wherever in the world arising) that may arise in respect of this Agreement, any award or shares acquired in respect of any
award, including, but not limited to, as a result of:
(a) the assignment or termination of this Agreement;
(b) the grant, vesting, assignment, forfeiture, surrender, release of, the receipt of any benefit in connection with, or the release or variation of
any right or restriction attaching to, any award or shares;
(c) the disposal of any award or shares;
(d) the holding of any award or shares;
(e) the acquisition of any award or shares or any other interest under this Agreement;
(f) the operation of Part 7A of the United Kingdom's Income Tax (Earnings and Pensions) Act 2003 (“ITEPA 2003”)
(or equivalent legislation in any jurisdiction) with respect to this Award Agreement or any Award or Shares; or
(g) any amount due under pay as you earn in respect of any award or shares, including any failure by the
Participant to make good such an amount within the time limit specified in section 222 of ITEPA 2003 (or equivalent legislation in any jurisdiction).
9. Grantee Employment or Provision
of Services. Nothing contained in this Agreement, and no action of the Company or the Committee with respect hereto, shall confer or be construed to confer on the Grantee any right to continue in the
employ or service of the Company or any of its Affiliates or interfere in any way with the right of the Company or any employing company to terminate the Grantee's employment or service at any time, with or without cause. The grant of the
Restricted Stock Units is discretionary in nature, is a one-time benefit, and does not create any contractual or other right to receive future grants of Restricted Stock Units or other equity-based awards, or benefits in lieu of Restricted Stock
Units or other equity-based awards. All determinations with respect to any such future grants will be at the sole discretion of the Committee. Xxxxxxx's participation in the Plan is voluntary. The grant of the Restricted Stock Units is an
extraordinary item of compensation which is outside the scope of Grantee's oral, written or implied employment contract, if any. The Restricted Stock Units are not part of normal or expected compensation for purposes of calculating any severance,
resignation, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments. The vesting of this Restricted Stock Unit ceases upon termination of employment or service for any reason except
as otherwise explicitly provided in this Agreement. If the Grantee ceases to be employed by or to provide services to the Company or any of its Affiliates for any reason (including as a result of a repudiatory breach of contract by the
Grantee’s employer, the Company or any of its Affiliates) the Grantee shall not be entitled, and by participating in the Plan the Grantee shall be deemed irrevocably to have waived any entitlement, to any compensation for loss of employment, breach
of contract or otherwise to any sum or other benefit (unless provided for in the Plan or the Agreement) to compensate the Grantee for any rights or prospective rights under the Plan. This exclusion applies equally (and without limitation) to any
loss arising from the way in which discretion is (or is not) exercised under the Plan even if the exercise (or non-exercise) of such discretion is, or appears to be, irrational or perverse or breaches, or is claimed to breach, any implied term of
the Plan or any other contract between the Grantee and the Grantee’s employer or the Company.
10. Governing Law;
Entire Agreement. All questions arising with respect to the provisions of the Plan and this Agreement shall be determined by application of English law without giving effect to any conflict of law provisions thereof. Grantee and the
Company hereby declare and represent that no promise or agreement not herein expressed has been made and that the Plan and this Agreement contains the entire agreement between the parties hereto with respect to the Restricted Stock Units and
replaces and makes null and void any prior agreements, oral or written, between Grantee and the Company regarding the Restricted Stock Units.
Please indicate acceptance of the terms and conditions herein by executing this Agreement and returning an executed copy to the Company without delay.
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COOL COMPANY LTD
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By:
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[director]
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ACCEPTED:
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Grantee
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