PERFORMANCE RSU AWARD AGREEMENT HBT FINANCIAL, INC. OMNIBUS INCENTIVE PLAN
EXHIBIT 10.18
PERFORMANCE RSU AWARD AGREEMENT
HBT FINANCIAL, INC. OMNIBUS INCENTIVE PLAN
HBT Financial, Inc. (the “Company”) grants to the Participant named below (“you”) the number of performance restricted stock units (“PRSUs”) set forth below (the “Award” or “PRSU Award”), under this PRSU Award Agreement (this “Agreement” or “Award Agreement”).
Governing Plan: | HBT Financial, Inc. Omnibus Incentive Plan (the “Plan”) |
Defined Terms: | As set forth in the Plan, unless otherwise defined in this Agreement |
Participant: | [Name] |
Grant Date: | [Date] |
Target Number of PRSUs: | [●] (the “target number of PRSUs”) |
Definition of PRSU: | Each PRSU earned entitles you to receive one Share, together with accrued Dividend Equivalents, in the future subject to the terms of this Agreement. |
Performance Period: | [●] through [●] (the “Performance Period”) |
Earning and Payment: | Subject to the terms of the Agreement, the number of PRSUs which may earned and become vested and payable is as follows: [●] |
PRSU TERMS
(a) Except as otherwise provided in the remainder of this Section 4, if (i) you incur a Separation from Service prior to the [●] Vesting Date (for the avoidance of doubt, which does not otherwise result in the immediate or continued earning and payment of the PRSUs), (ii) you materially breach this Agreement or (iii) you fail to meet the tax withholding obligations described in Section 6 below, all of your rights to the PRSUs will terminate immediately and be forfeited in their entirety.
(b) Except as provided in the following paragraphs of this Section 4, if you incur a Separation from Service due to your death or a Disability (such Separation from Service a “Qualifying Separation”) on or prior to [●], then a percentage of your target number of PRSUs shall remain outstanding and may become earned and vested PRSUs, and the remainder of your target number of PRSUs shall be forfeited and will not become earned or vested after such Separation from Service. In the event of such Qualifying Separation, the percentage of your target number of PRSUs that will remain outstanding and eligible to become earned and vested will be equal to the product of (i) the
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target number of PRSUs multiplied by (ii) a fraction, the numerator of which is the number of whole months that have elapsed from [●] to the date your Qualifying Separation and the denominator of which is 36; provided, that if at the time of your Qualifying Separation you had satisfied the Retirement Age and Service Requirement (as defined in Section 4(c) below), then such product shall be 100% of your target number of PRSUs. Such product shall become your target number PRSUs for purposes of determining the number of earned PRSUs under Exhibit A, if any, following the end the of the Performance Period. Your earned PRSUs, if any, will vest and become payable in Shares on the [●] Vesting Date.
(c) If you incur a Separation from Service due to your Retirement on or after [●] and prior to the [●] Vesting Date, then your target number of PRSUs shall remain outstanding and may become earned and vested PRSUs after such Separation from Service and such target number PRSUs shall apply for purposes of determining the number of earned PRSUs under Exhibit A, if any, following the end the of the Performance Period. Your earned PRSUs, if any, will vest and become payable in Shares on the [●] Vesting Date. For purposes of this Award Agreement, “Retirement” means your Separation from Service for any reason other than a Qualifying Separation or termination for Cause if:
In addition, as a condition for your Separation from Service to qualify as a Retirement, on or effective on the date of your Retirement, you will be required to enter into an agreement with the Company (the “Post-Retirement Agreement”) providing that during the period following your Retirement in which unvested PRSUs are outstanding and for one year after the date any of such PRSUs become vested (the “Post-Retirement Restricted Covenant Period”), you will comply with and not violate any of the restrictive covenants (the “Post-Retirement Restrictive Covenants”) set forth on Schedule 1 or any post-employment covenant applicable to you under an Employment Agreement or other agreement in effect with, or policy of, the Company or any of its Affiliates (any such violation a “Post-Retirement Violation”). Without limiting any other provision of this Agreement, including Section 10(i), if a Post-Retirement Violation occurs during the Post-Retirement Restricted Covenant Period (A) any unvested PRSUs will immediately terminate and be forfeited in their entirety and (B) any Shares received upon vesting of the PRSUs after the date of your Retirement will be subject to repayment to the Company (either the actual Shares or the current value thereof).
(d) Except as provided in the following paragraphs of this Section 4, if you incur a Separation from Service after [●] but prior to the [●] Vesting Date due to a Qualifying Separation, or without Cause or for Good Reason, then 100% of your target number of PRSUs shall remain outstanding and may become earned PRSUs and vest and become payable on the [●] Vesting Date as if such Separation from Service had not occurred.
(e) If a Change in Control occurs prior to [●] and you incur a Separation from Service due to a Qualifying Separation, Retirement, without Cause or for Good Reason upon such Change in Control or within the 24 months after the Change in Control, but prior to the date all of the earned PRSUs have become vested, then any earned PRSUs (or a Substitute Award as described below, as the case may be) which are then unvested shall vest in full on the date of such Separation from Service and become immediately payable. If your Separation from Service occurs for any other reason (including for Cause or without Good Reason (other than Retirement) upon or within the 24 months after such Change in Control but prior to the time that all of the earned PRSUs (or a Substitute Award,
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as the case may be) have become vested, then the unvested earned XXXXx (or a Substitute Award, as the case may be) shall be immediately forfeited and all of your rights hereunder shall terminate.
(f) For purposes of this Award Agreement, a Separation from Service “without Cause” means termination of your employment by the Company or any Subsidiary without Cause, and “for Good Reason” means your resignation from employment for Good Reason. If you are a party to an employment agreement with the Company or any Subsidiary (such agreement the “Employment Agreement”), the determination of whether your employment terminated “without Cause” or “for Good Reason” shall be determined in accordance with the terms of your Employment Agreement, including but not limited to provisions relating to involuntary termination or words of similar import. If you do not have an Employment Agreement with the Company or any Subsidiary with such terms, then the following terms shall apply:
(g) In the event of a Change in Control after the completion of the Performance Period on [●], but prior to the [●] Vesting Date, the earned PRSUs will continue to vest and become payable as provided above.
(h) In the event and concurrently with the effectiveness of a Change in Control during the Performance Period, the Performance Period shall end and the number of earned PRSUs shall be determined in accordance with Exhibit A. The earned PRSUs shall vest and become payable as provided in Section 4(i) below.
(i) A Change in Control shall not, by itself, result in acceleration of vesting or payment of the earned PRSUs, except as provided in this Section (4)(i).
(i)Upon a Change in Control, the earned PRSUs (as determined in accordance with Exhibit A) will vest in full upon the date of the Change in Control and become payable on the first regular payroll day following the Change in Control unless another award meeting the requirements of this Section (4)(i) (a “Substitute Award”) is provided to you to replace this Award (the “Original Award”). The earned PRSUs represented by such Substitute Award, if applicable, shall continue to vest and become payable as provided in Section 3 and Section 4(b) and (d), subject to earlier vesting in accordance with Section 4(e), above.
(ii)An award shall meet the requirements of this Section (4)(i), and thereby qualify as a Substitute Award, if the following conditions are met:
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Without limiting the generality of the foregoing, a Substitute Award may take the form of a continuation of the Original Award if the requirements of the preceding sentence are satisfied. The determination of whether the conditions of this Section 4 are satisfied shall be made by the Committee, as constituted immediately before the Change in Control, in its sole discretion.
The ownership and transferability of this certificate and the shares of stock represented hereby are subject to the terms (including forfeiture) of the HBT Financial, Inc. Omnibus Incentive Plan and a PRSU award agreement entered into between the registered owner and HBT Financial, Inc. Copies of such plan and agreement are on file in the executive offices of HBT Financial, Inc.
In addition, any stock certificates for Shares will be subject to any stop-transfer orders and other restrictions as the Company may deem advisable under the rules, regulations and other requirements of the SEC, any securities exchange or similar entity upon which the Shares are then listed, and any applicable federal or state securities law, and the Company may cause a legend or legends to be placed on any certificates to make appropriate reference to these restrictions.
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By signing below, you agree that the Award is granted under and governed by the terms of the Plan and this PRSU Award Agreement—and you agree to all such terms—as of the Grant Date.
PARTICIPANTHBT FINANCIAL, INC.
Sign name: Sign name:
Print name: Print name:
Title:
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