PREMIER EXHIBITIONS, INC. NON-EMPLOYEE DIRECTOR RESTRICTED STOCK UNIT AWARD AGREEMENT (2009 Equity Incentive Plan)
Exhibit 10.46#
Premier Exhibitions, Inc. (the “Company”), pursuant to its 2009 Equity Incentive Plan (the
“Plan”), hereby grants to the non-employee director listed below (the “Participant”), the number of
units (the “Units”) set forth below (the “Award”). The Award is subject to the terms and
conditions of this Restricted Stock Unit Award Agreement (this “Agreement”) and the Plan, which is
attached hereto as Exhibit A and incorporated herein by reference. Any capitalized term
used but not otherwise defined herein shall have the meaning ascribed to such term in the Plan.
| Participant: | [ ] | |||
| Number of Units awarded: | [ ] | |||
| Date of grant: | January 1, 2010 |
Period of Restriction: The Period of Restriction shall end on January 1, 2011, or such earlier
date as provided in the Plan (the “Vesting Date”), provided that the Participant continuously
serves on the Board from the date of grant until the Vesting Date. Notwithstanding the above, the
Units shall immediately vest on a pro-rata basis (proportionally to the number of days that the
Participant served on the Company’s Board during the 2010 calendar year) upon the Participant’s
resignation or other termination from the Board prior to the Vesting Date. Any Units that do not
vest shall be forfeited.
Payment: Once vested, the Units shall be paid to the Participant, in the form of one Share per
vested Unit, within 20 days after becoming vested.
By signing below, the Participant acknowledges that he shall bear the risk of loss with
respect to the Shares underlying the Units. The Participant further acknowledges receipt of, and
understands and agrees to the terms and conditions of, this Agreement and the Plan. As of the date
of grant of the Units, the Participant accepts this Award and acknowledges that this Agreement and
the Plan set forth the entire understanding between the Participant and the Company regarding the
Award and supersede all prior oral and written agreements relating thereto. This Agreement can be
executed in two counterparts, each of which shall be deemed an original, but both of which together
shall constitute one and the same document.
| PREMIER EXHIBITIONS, INC. | Participant: [ ] | |||||||
| By: | ||||||||
| Name: | ||||||||
| Title: | Date: | |||||||
