2 - with the “Vesting Schedule” below. If, the Administrator determines that the performance goal was not achieved at maximum levels, the Restricted Stock Units that do not become Earned Units will immediately terminate as of the date of such...
![slide1](https://www.sec.gov/Archives/edgar/data/1124796/000112479622000109/nlight-formofprsuagreeme001.jpg)
- 1 - NLIGHT, INC. 2018 EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT AGREEMENT (PERFORMANCE-BASED) Unless otherwise defined herein, the terms defined in the nLIGHT, Inc. 2018 Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Restricted Stock Unit Agreement (performance-based) (“PRSU Agreement”), which includes the Notice of Restricted Stock Unit Grant (the “Notice of Grant”), Terms and Conditions of Restricted Stock Unit Grant attached hereto as Exhibit A, and all appendices and exhibits attached thereto (all together, the “Award Agreement”). NOTICE OF RESTRICTED STOCK UNIT GRANT Participant Name: Address: The undersigned Participant has been granted the right to receive an Award of Restricted Stock Units, subject to the terms and conditions of the Plan and this Award Agreement, as follows: Grant Number Date of Grant Performance Period July 1, 2022 to June 30, 2025 Target Number of Restricted Stock Units Maximum Number of Restricted Stock Units 200% of Target Number of Restricted Stock Units Earliest Vesting Date August 14, 2025 Performance Matrix The number of Restricted Stock Units in which Participant may vest in accordance with the Vesting Schedule below will depend upon achievement of performance metrics set forth in and in accordance with the Performance Matrix, attached hereto as Exhibit B, as determined by the Administrator. Any Restricted Stock Units that are earned based on achievement of the performance metrics set forth in the attached Performance Matrix shall be referred to herein as “Earned Units” and be eligible for vesting in accordance Exhibit 10.1
![slide2](https://www.sec.gov/Archives/edgar/data/1124796/000112479622000109/nlight-formofprsuagreeme002.jpg)
- 2 - with the “Vesting Schedule” below. If, the Administrator determines that the performance goal was not achieved at maximum levels, the Restricted Stock Units that do not become Earned Units will immediately terminate as of the date of such determination. Vesting Schedule Subject to any acceleration provisions contained in the Plan, in the Performance Matrix attached hereto, or as otherwise provided in any employment, change in control, separation or similar agreement by and between the Company and Participant, or a Company policy applicable to Participant, any Earned Unit will vest in accordance with the following schedule: 100% of the Earned Units will vest on the Vesting Date. In the event Participant ceases to be a Service Provider for any or no reason before the Vesting Date, the Restricted Stock Units and Participant’s right to acquire any Restricted Stock Units hereunder will terminate as set forth in Section 5 of the Terms and Conditions of Restricted Stock Unit Grant. Vesting Date The later of (i) the date following the Performance Measurement Date on which the Administrator determines achievement against the applicable performance metric(s) set forth on Exhibit B or (ii) the Earliest Vesting Date, but in no event will the Administrator determine achievement later than 60 days after the end of the Performance Period.
![slide3](https://www.sec.gov/Archives/edgar/data/1124796/000112479622000109/nlight-formofprsuagreeme003.jpg)
- 3 - By Participant’s signature and the signature of the representative of the Company below, Participant and the Company agree that this Award of Restricted Stock Units is granted under and governed by the terms and conditions of the Plan and this Award Agreement, including the Terms and Conditions of Restricted Stock Unit Grant, attached hereto as Exhibit A and the Performance Matrix, attached hereto as Exhibit B, all of which are made a part of this document. Participant acknowledges receipt of a copy of the Plan. Participant has reviewed the Plan and this Award Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Award Agreement, and fully understands all provisions of the Plan and this Award Agreement. Participant hereby agrees to accept as binding, conclusive, and final all decisions or interpretations of the Administrator upon any questions relating to the Plan and the Award Agreement. Participant further agrees to notify the Company upon any change in the residence address indicated below. PARTICIPANT: NLIGHT, INC. Signature Signature Print Name Print Name Title Address:
![slide10](https://www.sec.gov/Archives/edgar/data/1124796/000112479622000109/nlight-formofprsuagreeme010.jpg)
-7- unvested or outstanding in Participant’s favor (“Data”), for the exclusive purpose of implementing, administering and managing the Plan. Participant understands that Data will be transferred to a stock plan service provider as may be selected by the Company in the future, which is assisting the Company with the implementation, administration, and management of the Plan. Participant understands that the recipients of the Data may be located in the United States or elsewhere, and that the recipients’ country of operation (e.g., the United States) may have different data privacy laws and protections than Participant’s country. Participant understands that if he or she resides outside the United States, he or she may request a list with the names and addresses of any potential recipients of the Data by contacting his or her local human resources representative. Participant authorizes the Company, any stock plan service provider selected by the Company and any other possible recipients which may assist the Company (presently or in the future) with implementing, administering and managing the Plan to receive, possess, use, retain and transfer the Data, in electronic or other form, for the sole purpose of implementing, administering and managing his or her participation in the Plan. Participant understands that Data will be held only as long as is necessary to implement, administer and manage Participant’s participation in the Plan. Participant understands if he or she resides outside the United States, he or she may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing his or her local human resources representative. Further, Participant understands that he or she is providing the consents herein on a purely voluntary basis. If Participant does not consent, or if Participant later seeks to revoke his or her consent, his or her status as a Service Provider and career with the Service Recipient will not be adversely affected; the only adverse consequence of refusing or withdrawing Participant’s consent is that the Company would not be able to grant Participant Restricted Stock Units or other equity awards or administer or maintain such awards. Therefore, Participant understands that refusing or withdrawing his or her consent may affect Participant’s ability to participate in the Plan. For more information on the consequences of Participant’s refusal to consent or withdrawal of consent, Participant understands that he or she may contact his or her local human resources representative. 15. Address for Notices. Any notice to be given to the Company under the terms of this Award Agreement will be addressed to the Company at nLIGHT, Inc. 0000 XX 00xx Xxxxxx, Xxxxx, XX 00000 or at such other address as the Company may hereafter designate in writing. 16. Electronic Delivery and Acceptance. The Company may, in its sole discretion, decide to deliver any documents related to the Restricted Stock Units awarded under the Plan or future Restricted Stock Units that may be awarded under the Plan by electronic means or request Participant’s consent to participate in the Plan by electronic means. Participant hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through any on-line or electronic system established and maintained by the Company or a third party designated by the Company. 17. No Waiver. Either party’s failure to enforce any provision or provisions of this Award Agreement shall not in any way be construed as a waiver of any such provision or provisions, nor prevent that party from thereafter enforcing each and every other provision of this Award Agreement. The rights granted both parties herein are cumulative and shall not constitute a waiver of either party’s right to assert all other legal remedies available to it under the circumstances.
![slide12](https://www.sec.gov/Archives/edgar/data/1124796/000112479622000109/nlight-formofprsuagreeme012.jpg)
-9- only in an express written contract executed by a duly authorized officer of the Company. Notwithstanding anything to the contrary in the Plan or this Award Agreement, the Company reserves the right to revise this Award Agreement as it deems necessary or advisable, in its sole discretion and without the consent of Participant, to comply with Section 409A or to otherwise avoid imposition of any additional tax or income recognition under Section 409A in connection to this Award of Restricted Stock Units. 25. Governing Law; Venue; Severability. This Award Agreement and the Restricted Stock Units are governed by the internal substantive laws, but not the choice of law rules, of Washington. For purposes of litigating any dispute that arises under these Restricted Stock Units or this Award Agreement, the parties hereby submit to and consent to the jurisdiction of the State of Washington, and agree that such litigation will be conducted in the courts of Xxxxx County, Washington, or the federal courts for the United States for the Western District of Washington and no other courts, where this Award Agreement is made and/or to be performed. In the event that any provision hereof becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, this Award Agreement shall continue in full force and effect. 26. Entire Agreement. The Plan is incorporated herein by reference. The Plan and this Award Agreement (including the appendices and exhibits referenced herein) constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Participant with respect to the subject matter hereof, and may not be modified adversely to the Participant’s interest except by means of a writing signed by the Company and Participant. 27. Country Addendum. Notwithstanding any provisions in this Award Agreement, the Restricted Stock Unit grant shall be subject to any special terms and conditions set forth in the appendix (if any) to this Award Agreement for Participant’s country. Moreover, if Participant relocates to one of the countries included in the Country Addendum (if any), the special terms and conditions for such country will apply to Participant, to the extent the Company determines that the application of such terms and conditions is necessary or advisable for legal or administrative reasons. The Country Addendum constitutes part of this Award Agreement. 28. Clawback. By accepting this Award, Participant agrees that this Award of Restricted Stock Units (including any proceeds, gains or other economic benefit received by Participant from a subsequent sale of Shares acquired through the Award) will be subject to the provision of Section 22 of the Plan with respect to forfeiture or clawback.
![slide14](https://www.sec.gov/Archives/edgar/data/1124796/000112479622000109/nlight-formofprsuagreeme014.jpg)
-11- on any established stock exchange or a national market system as of the end of the Performance Period or the Adjusted Performance Period (as defined below), as applicable. The following changes may be made to the Indexed Companies: (i) In the event of a merger, acquisition or business combination transaction of an Indexed Company with or by another Indexed Company, the surviving entity shall remain an Indexed Company. (ii) In the event of a merger of an Indexed Company with an entity that is not an Indexed Company, or the acquisition or business combination transaction by or with an Indexed Company, or with an entity that is not an Indexed Company, in each case where the Indexed Company is the surviving entity and remains publicly traded, the surviving entity shall remain an Indexed Company. (iii) In the event of a merger or acquisition or business combination transaction of an Indexed Company by or with an entity that is not an Indexed Company, a “going private” transaction involving an Indexed Company or the liquidation of an Indexed Company, where the Indexed Company is not the surviving entity or is otherwise no longer publicly traded, the company shall no longer be an Indexed Company. (iv) In the event of a bankruptcy of an Indexed Company, such company shall remain an Indexed Company. (v) In the event of a stock distribution from an Indexed Company consisting of the shares of a new publicly-traded company (a “spin-off”), the Indexed Company shall remain an Indexed Company and the stock distribution shall be treated as a dividend from the Indexed Company based on the closing price of the shares of the spun-off company on its first day of trading. The performance of the shares of the spun-off company shall not thereafter be tracked for purposes of calculating TSR. Calculation. Except as provided under the paragraph titled “Change in Control” below, the number of Restricted Stock Units that will become Earned Units (if any) will be determined based on the TSR of the Company (the “Company TSR”) during the Performance Period relative to the TSRs of the Indexed Companies (each, an “Indexed Company TSR”) during the Performance Period, determined as follows: 1. Step 1: Calculate the beginning price with respect to the Company and each Indexed Company by determining the average of the closing market prices of such company’s common stock on the principal exchange on which such stock is traded for the twenty (20) consecutive trading days ending on the last trading day before the Performance Period begins (each, a “Beginning Price”). For the purpose of determining each Beginning Price, the value of dividends and other distributions (the ex-dividend date for which occurs during the twenty (20) trading day measurement period) will be determined by treating them as reinvested in additional shares of stock at the closing market price on the ex-dividend date. 2. Step 2: Calculate the ending price with respect to the Company and each Indexed Company by determining the average of the closing market prices of such company’s common stock on the principal exchange on which such stock is traded for the twenty (20) consecutive trading days ending on the last trading day of such Performance
![slide15](https://www.sec.gov/Archives/edgar/data/1124796/000112479622000109/nlight-formofprsuagreeme015.jpg)
-12- Period (each, an “Ending Price”). For the purpose of determining each Ending Price, the value of dividends and other distributions (the ex-dividend date which occurs during a Performance Period) will be determined by treating them as reinvested in additional shares of stock at the closing market price on the ex-dividend date. 3. Step 3: Calculate the Company TSR and each Indexed Company TSR for such Performance Period by applying the following formula: (Ending Price/Beginning Price)-1. The Company TSR and each Indexed Company TSR will each be expressed as a percent of increase (i.e., a positive percent) or decrease (i.e., a negative percent). 4. Step 4: Rank the Company TSR and the Indexed Company TSRs from highest (highest positive percentage) to lowest (highest negative percentage) and determine the percentile ranking of the Company TSR relative to the Indexed Company TSRs. 5. Step 5: Based on the percentile ranking of the Company TSR relative to the Indexed Company TSRs under Step 4, calculate the number of Restricted Stock Units that will become Earned Units (if any) by determining the product of (x) the Applicable Percentage (in the table below) multiplied by (y) the applicable Target Number of Restricted Stock Units (i.e., 50% of the total Target Number of Restricted Stock Units), with the number of resulting Earned Units rounded to the nearest whole Restricted Stock Unit (applying standard rounding principles). The Applicable Percentage will be determined as follows: Percentile Rank Applicable Percentage of Target Number of Restricted Stock Units That Become Earned Units If Company TSR is Positive If Company TSR is Negative Below 25th percentile None None 25th percentile 50% 50% 50th percentile 100% 100% 75th percentile 200% 100% If the Company TSR ranks among the Indexed Company TSRs at a percentile that falls between the percentile thresholds set forth above, the Applicable Percentage will be determined based on a linear interpolation between the corresponding Applicable Percentages for such thresholds. Any Restricted Stock Units that become Earned Units pursuant to the determination above will vest as set forth in the “Vesting Schedule” under the Notice of Grant.
![slide17](https://www.sec.gov/Archives/edgar/data/1124796/000112479622000109/nlight-formofprsuagreeme017.jpg)
-14- and the resulting number of Earned Units (if any). On the effective date of such determination, any Restricted Stock Units that do not become Earned Units will immediately be forfeited at no cost to the Company. Notwithstanding the terms of any equity award vesting acceleration provision of the Plan, any employment, change in control, separation or similar agreement by and between the Company and Participant, or a Company policy applicable to Participant that addresses a “single-trigger” Change in Control without regard to any cessation of services by Participant, but subject to any vesting acceleration provision of any such plan, agreement or policy that addresses a “double-trigger” cessation of services by Participant in connection with a Change in Control, the occurrence of a Change in Control (or similar event) will not change the service requirements with respect to any Restricted Stock Units that may become Earned Units hereunder; and vesting of any such Earned Units will remain subject to Participant’s continued service through the Vesting Date, as set forth in the Notice above. Administrator’s Determinations Binding. All determinations regarding the list of Indexed Companies, each Beginning Price, each Ending Price, the Company TSR, each Indexed Company TSR, and the Applicable Percentage will be made by the Administrator in its sole discretion and all such determinations will be final and binding on all parties.