STOCK BONUS AWARD AGREEMENT
Exhibit 10.1
2014 OMNIBUS EQUITY INCENTIVE PLAN
This Stock Bonus Award Agreement (this “Agreement”), made as of the 12th day of March, 2019 by and between Green Brick Partners, Inc., a Delaware corporation (the “Company”), and Xxx Xxxxxx (the “Participant”), evidences the grant by the Company of an Award of Common Stock under
Section 10 of the Plan (as defined below) to the Participant and the Participant’s acceptance of the Award in accordance with the provisions of the Company’s 2014 Omnibus Equity Incentive Plan (the “Plan”). Unless otherwise provided herein, all capitalized terms shall have the same meaning as set forth in the Plan. The Company and the Participant agree as follows:
WHEREAS, the Committee has determined that it
is in the best interests of the Company to pay the Participant a discretionary bonus in the amount of $550,000, 50% of such amount payable in cash on or before March 15, 2019 and the remaining 50% of such amount payable in the form of an Other
Stock Based Award, of fully vested shares of Common Stock (the “Additional 2018 Bonus”) granted under the Plan on March 12, 2019.
1. Basis
for Award. This Stock Bonus Award (as defined below) is made under Section 10 of the Plan for services rendered to the Company by the Participant.
2. Stock
Awarded. The Company hereby awards to the Participant 29,891 shares of Common Stock payable for the Additional 2018 Bonus subject to the terms and conditions set forth in the Plan and this
Agreement (the “Stock Bonus Award”).
3. Vesting. The Stock Bonus Award is 100% vested and non-forfeitable.
4. Compliance
with Laws and Regulations. The transfer of Common Stock shall be subject to compliance by the Company and the Participant with all applicable requirements of federal and state securities
laws and with all applicable requirements of any stock exchange on which the Common Stock may be listed at the time of such transfer.
5. Tax
Withholding. The Company shall have the right, and is hereby authorized, to withhold the amount of any applicable withholding taxes in respect of the Annual Bonus, including in respect of the
Stock Bonus Award granted hereunder. The Participant may satisfy such withholding (i) in cash or by check, (ii) by having the Company withhold from the number of shares of Common Stock otherwise issuable pursuant to the Award a number of shares
with a fair market value equal to such withholding liability or (iii) by such other method as the Committee may permit in accordance with applicable law.
6. Nontransferability. Except as otherwise provided in the Plan, the Stock Bonus Award may not be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by the Participant other than by will or by
the laws of descent and distribution and any such purported assignment, alienation, pledge, attachment, sale, transfer or encumbrance shall be void and unenforceable against the Company or an Affiliate; provided that the designation of a beneficiary shall not constitute an assignment, alienation, pledge, attachment,
sale, transfer or encumbrance.
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7. Representations and Warranties of Participant. The Participant represents and warrants to the Company that:
(a) Agrees
to Terms of the Plan. The Participant has received a copy of the Plan and has read and understands the terms of the Plan and this Agreement, and agrees to be bound by their terms and conditions. The Participant acknowledges that
there may be adverse tax consequences upon the grant of the Stock Bonus Award or disposition of such shares of Common Stock and that the Participant should consult a tax adviser prior to such time.
(b) Cooperation.
The Participant agrees to sign such additional documentation as may reasonably be required from time to time by the Company to effectuate the transfer of the Common Stock underlying the Stock Bonus Award or as otherwise contemplated by this
Agreement or the Plan.
8. Governing
Law; Modification. This Agreement shall be governed by the laws of the State of Delaware without regard to the conflict of law principles. The terms of this Agreement may not be modified or
waived except in writing signed by both parties that expressly refers to the term being waived or modified.
9. Plan. The terms and provisions of the Plan are incorporated herein by this reference and the Participant hereby, acknowledges receiving the copy of the Plan. Except as otherwise specifically provided herein, this
Award shall be subject to all of the terms of the Plan. If the provisions of this Agreement conflict with the discretionary terms of the Plan, the Agreement shall govern and control.
10. Counterparts/Facsimile. This Agreement may be signed in counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the
same instrument. Facsimile copies or other reproduction of the parties’ signatures shall have the same force and effect as original signatures.
[Signature Page Next]
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IN WITNESS WHEREOF, the parties hereto have signed this Agreement as of the date first above written.
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/s/ Xxxxx X. Xxxxxxxx
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Name: Xxxxx X. Xxxxxxxx
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Title: Chief Executive Officer
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PARTICIPANT
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/s/ Xxx Xxxxxx
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Name: Xxx Xxxxxx
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[Signature Page to Stock Bonus Award Agreement (Xxxxxx)]
