TENNANT COMPANY Restricted Stock Unit Agreement (Inducement Grant)
Exhibit 99.3
XXXXXXX COMPANY
2020 STOCK INCENTIVE PLAN
Restricted Stock Unit Agreement (Inducement Grant)
Name of Holder: Xxx Xxxx | |
No. of Units: 4,946 (at Target level) | Date of Grant: May 7, 2021 |
Vesting Date: December 31, 2023, subject to vesting conditions set forth on Exhibit I |
This is a Restricted Stock Unit Agreement (“Agreement”) between Xxxxxxx Company (the “Company”) and the individual identified above (the “Holder”), effective as of the date of grant specified above.
WHEREAS, the Company maintains the Xxxxxxx Company 2020 Stock Incentive Plan (the “Plan”); and
1. | Grant. The Holder is granted the number of Units specified at the beginning of this Agreement, subject to the vesting conditions set forth on Exhibit I. |
2. | Fair Market Value of Units. The fair market value of a Unit subject to this Agreement shall at all times be equal to the Fair Market Value of a Share of the Company’s Stock (the “Common Stock”). |
* Unless the context clearly indicates otherwise, any capitalized term that is not defined in this Agreement shall have the meaning set forth in the Plan as it currently exists or as it is amended in the future.
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3. | Vesting and Payment of Benefits. |
4. | No Entitlement to Cash Dividends. The Holder shall not be entitled to receive any cash dividends or cash dividend equivalents with respect to the Units credited to the Holder’s account. |
5. | Effect of Termination of Employment. If the Holder ceases to be an Employee prior to the vesting date specified at the beginning of this Agreement other than as a result of the Holder’s death, Retirement or Disability, the Holder shall forfeit the Units. If the Holder ceases to be an Employee as a result of Xxxxxx’s death, Retirement or Disability, then the Holder shall be entitled to receive a pro rata portion of the Units that vest, if any, on the vesting date specified at the beginning of this Agreement and based upon the extent of the vesting conditions set forth on Exhibit I, as provided in Section 3, and the balance of the Units shall be forfeited. The pro rata portion shall be determined by utilizing a fraction the numerator of which is the number of days between the first day of the performance period set forth on Exhibit I and the date the Holder’s employment ended, and the denominator of which is the total number of days in the performance period set forth on Exhibit I. Notwithstanding anything to the contrary in this Agreement, to the extent the benefit provided hereunder is considered to be deferred compensation under Section 409A of the Code, and if the Holder is a “specified employee” within the meaning of Section 409A of the Code, then any payment due as a result of separation from service will not be made until six months after the Holder’s separation from service or, if earlier, the payment date in accordance with this Agreement. |
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6. | Change of Control. Notwithstanding anything to the contrary stated herein, upon the occurrence of a Change of Control, all of the Units (based on achievement at the target level) subject to this Agreement shall immediately vest and be paid in full as provided in Section 3. Notwithstanding anything in this Agreement to the contrary, no Change of Control shall be deemed to occur unless it would also be deemed to constitute a change in ownership or effective control, or a change in the ownership of a substantial portion of the assets, of a business under Section 409A of the Code. |
7. | Forfeiture/Recoupment of Restricted Stock Unit. This Award is subject to the terms of the Company’s Compensation Recoupment Policy as in effect from time to time. |
8. | Adjustments for Changes in Capitalization. The Units subject to this Agreement shall be subject to adjustments for changes in the Company’s capitalization as provided in Section 16 of the Plan. |
9. | No Transfer. The Units may not be pledged, assigned or transferred except as expressly provided in Section 6.3 of the Plan. |
10. | No Shareholder Rights Until Payment. The Holder shall not have any of the rights of a shareholder of the Company in connection with the award of Units subject to this Agreement unless and until the Holder becomes the holder of record of the Common Stock issued in payment of the Units. |
11. | No Right to Employment. This Agreement shall not give the Holder a right to continued employment with the Company or any Affiliate of the Company, and the Company or any such Affiliate employing the Holder may terminate his/her employment and otherwise deal with the Holder without regard to the effect it may have upon him/her under this Agreement. |
12. | Tax Withholding. The Company (or the Subsidiary or Affiliate employing the Holder) shall have a right to require the Holder to pay the Company (or such Subsidiary or Affiliate) a cash amount sufficient to cover any required domestic or foreign tax withholding obligation, including any social security obligation, before receipt of any Shares under this Award. In lieu of all or any part of a cash payment from the Holder, the Holder may elect to cover the required withholding taxes through a reduction in the number of Shares delivered to the Holder equal in value to the amount of such tax withholding obligation. |
13. | Restricted Stock Units Subject to Articles of Incorporation and By-Laws. Xxxxxx acknowledges that this Award is subject to the Articles of Incorporation, as amended from time to time, and the By-Laws, as amended from time to time, of the Company, and any applicable federal or state laws, rules or regulations. In addition, the provisions of the Plan governing awards granted thereunder shall also apply to this Award. |
14. | Obligation to Reserve Sufficient Shares. The Company shall at all times during the term of this Award reserve and keep available a sufficient number of Shares to satisfy this Agreement. |
15. | Binding Effect. This Agreement shall be binding in all respects on the heirs, representatives, successors and assigns of the Holder. |
16. | Choice of Law. This Agreement is entered into under the laws of the State of Minnesota and shall be construed and interpreted thereunder (without regard to its conflict of law principles). |
17. | Interpretation of This Agreement. All decisions and interpretations made by the Committee with regard to any question arising hereunder or under the Plan shall be binding and conclusive upon the Company and the Holder. This Agreement shall be construed in accordance with the terms of the Plan. |
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HOLDER | ||
/s/ Xxx Xxxx | ||
Xxx Xxxx | ||
XXXXXXX COMPANY | ||
By | /s/ Xxxxx X. XxXxxxxx | |
Xxxxx X. XxXxxxxx | ||
Its | SVP, Chief Administrative Officer |
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