Evolve Transition Infrastructure LP 2021 Equity Inducement Award Program Inducement Award Agreement Relating to Restricted Units – NYSE American: SNMP
Exhibit 10.8
Evolve Transition Infrastructure LP
2021 Equity Inducement Award Program
Inducement Award Agreement Relating to
Restricted Units – NYSE American: SNMP
Participant: Xxxx Xxxxx
Xxxxx Date: November 3, 2021
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Tranche | Number of Restricted Units | Vesting Event |
First | 1,224,480 | Earlier of (i) the occurrence of the “Offtake Condition” for the “Initial Project” or a “Subsequent Project” within the Vesting Period (as defined below) or (ii) the achievement of the First Tranche TSR Goal. |
Second | 2,265,288 | Earlier of (i) the occurrence of “Financial Close” for the “Initial Project” or a “Subsequent Project” within the Vesting Period or (ii) the achievement of the Second Tranche TSR Goal. |
Third | 2,265,288 | Earlier of (i) the occurrence of “Commercial Operation” for the “Initial Project” or a “Subsequent Project” within the Vesting Period or (ii) the achievement of the Third Tranche TSR Goal. |
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TSR = ((Closing Average Value - Opening Average Value) + Distributions) ÷ Opening Average Value
Each of the foregoing amounts shall be equitably adjusted for unit splits, unit distributions, recapitalizations, and other similar events affecting the units in question.
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For purposes of this Award Agreement, “Involuntary Termination” shall mean any termination of Participant’s service with the Partnership or any subsidiary or Affiliate of the Partnership, including the General Partner (any of whom is the “Service Recipient”) that results from: a termination of Participant’s services with respect to the Service Recipient without Cause (as defined below) at a time when Participant is otherwise willing and able to continue providing services. The term “Involuntary Termination” shall not include a termination for Cause or any termination as a result of Participant’s death. An “Involuntary Termination” is intended to constitute an “involuntary separation from service” pursuant to Treasury Regulation 1.409A-1(n).
For purposes of this Award Agreement, “Change in Control” and “Cause” shall have the meaning set forth in the Employment Agreement; provided that, “Cause” for purposes of this Award Agreement shall also mean:
Participant’s willful and continued failure to substantially perform his or her services to the Service Recipient (other than any such failure resulting from his or
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her incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to Participant by the Service Recipient, which demand specifically identifies the manner in which the Service Recipient believes that Participant has not substantially performed his or her services to the Partnership or an Affiliate thereof (the “Additional Cause Event Clause”);
provided, however, that, any of the events described in Section 4(b)(iv)(3) or Section 4(b)(iv)(4) of the Employment Agreement or in the Additional Cause Event Clause shall constitute Cause only if Participant fails to cure such event to the reasonable satisfaction of the Service Recipient within 30 calendar days of receiving written notice from the Service Recipient of the event which allegedly constitutes Cause.
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[signature page follows]
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IN WITNESS WHEREOF, the parties hereto have executed this Award Agreement to be effective as of November 3, 2021.
| Evolve Transition Infrastructure LP By: Evolve Transition Infrastructure GP LLC, its general partner By: /s/ Xxxxxxx Xxxx Name:Xxxxxxx Xxxx Title:Chief Financial Officer |
[Signature Page to Grant Agreement]
PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE RESTRICTED UNITS SUBJECT TO THE INDUCEMENT AWARD SHALL VEST AND THE FORFEITURE RESTRICTIONS SHALL LAPSE, IF AT ALL, ONLY DURING THE PERIOD OF PARTICIPANT’S CONTINUOUS QUALIFICATION AS AN ELIGIBLE PERSON OR AS OTHERWISE PROVIDED IN THIS AWARD AGREEMENT (NOT THROUGH THE ACT OF BEING GRANTED THE INDUCEMENT AWARD). PARTICIPANT FURTHER ACKNOWLEDGES AND AGREES THAT NOTHING IN THIS AWARD AGREEMENT, THE INCORPORATED PLAN OR THE EMPLOYMENT AGREEMENT SHALL CONFER UPON PARTICIPANT ANY RIGHT WITH RESPECT TO FUTURE AWARDS OR CONTINUATION OF PARTICIPANT’S CONTINUOUS SERVICE. Participant acknowledges receipt of a copy of the Inducement Plan and the Employment Agreement, represents that he or she is familiar with the terms and provisions thereof, and hereby accepts the Inducement Award subject to all of the terms and provisions hereof and thereof. Participant has reviewed this Award Agreement, the Inducement Plan and the Employment Agreement in their entirety, has had an opportunity to obtain the advice of tax and legal counsel prior to executing this Award Agreement, and fully understands all provisions of this Award Agreement, the Inducement Plan and the Employment Agreement. Participant hereby agrees that all disputes arising out of or relating to this Award Agreement, the Inducement Plan and the Inducement Provision shall be resolved in accordance with the Plan. Participant further agrees to notify the Partnership upon any change in the address for notice indicated in this Agreement.
Dated: November 3, 2021 Name: /s/ Xxxx Xxxxx
[Signature Page to Grant Agreement]
APPENDIX A
INDUCEMENT PLAN
A-1
APPENDIX B
EMPLOYMENT AGREEMENT
A-2