i3 verticals公司(以下简称“公司”),根据其不时修订的2020年收购股权激励计划(以下简称“计划),特此授予公司普通股(参与者)颁发奖项(称为“Award)有限股单位奖(称为“限制性股票单位),每股代表公司A类普通股,每股面值为$0.0001美元,或等值价值,如下所示。此奖项受本有限股单位奖通知书中规定的条款和条件约束(称为“授予通知),附属的受限股票单位奖励协议如下 附件A (the “协议”和计划,均已纳入参考本文件。除非在此另有定义,计划中定义的术语在授予通知书和协议中具有相同的定义意义。
这个这个受限制的股票单位奖项协议(“奖项协议”)于 [DATE] 2024日期和生效,由Delaware公司Methode Electronics,Inc.(“公司”)和Jonathan DeGaynor(“Grantee”)签署。(本“协议生效日期为(“)-限制股票单位授予通知书(“所示日期”)中规定的日期,并由i3 verticals公司、一个特拉华州的公司(及其子公司,以及在控制变更后的任何继任或存续实体,即“授予日期”) set forth in the Notice of Restricted Stock Unit Award (the “授予通知”)之间的i3 verticals, Inc.,一家特拉华州的公司(连同其子公司和任何控制变更后的继任或存续的实体,即“公司”和参与者。本协议中未另行定义的大写字母术语应具有授予通知中赋予该术语的含义,如果未在其中定义,则应具有i3 verticals公司2020年收购股权激励计划(以下简称“计划”),经修订的含义计划”).
(b)Participant’s rights with respect to the Award shall remain forfeitable at all times prior to the vesting of the Restricted Stock Units. No portion of the Award may be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by Participant other than by will or the laws of descent and distribution or as otherwise permitted by the Plan.
2.归属时间表. The Restricted Stock Units will vest as set forth in the Grant Notice (each such date, a “Normal Vesting Date”). Except as otherwise determined by the Committee, and subject to 第四条, in the event that Participant’s Service Relationship with the
Company terminates prior to any Normal Vesting Date, Participant shall automatically and without notice forfeit all Restricted Stock Units with respect to which the applicable Normal Vesting Date has not yet occurred (the “Forfeited Units”), and Participant (and any of Participant’s successors, heirs, assigns, or personal representatives) shall cease to have any rights or interests in such Forfeited Units.
3.加速实现.
(a)If, prior to any Normal Vesting Date, Participant’s Service Relationship with the Company terminates on account of Participant’s death or Disability, any Restricted Stock Units that Participant has not previously forfeited in accordance with 第2条 shall become immediately vested upon the date Participant’s Service Relationship with the Company terminates on account of Participant’s death or Disability (any such termination date, an “加速归属日”);
(b)If, prior to any Normal Vesting Date, the Company is subject to a Change in Control, and either (i) Participant’s Service Relationship with the Company is terminated by Participant for Good Reason or involuntarily by the Company for any reason other than for Cause, in each case within one year following such Change in Control, or (ii) the successor or acquiring entity (if any) in the Change in Control does not assume this Award on the terms set forth in Section 11.1 of the Plan, any Restricted Stock Units that Participant has not previously forfeited in accordance with 第2条 在与公司终止服务关系的日期当天立即获得,在第(i)款描述的情况下或在第(ii)款描述的变更控制前的日期之前获得(任何此类日期,均为“加速归属日”).
18.争议解决. Any dispute or disagreement which may arise under, or as a result of, or in any way related to, the interpretation, construction or application of this Agreement or the Grant Notice shall be determined by the Committee. Any determination made hereunder shall be final, binding and conclusive on Participant and the Company for all purposes. In the event of any controversy among the parties hereto arising out of, or relating to, this Agreement or the Grant Notice which cannot be resolved in accordance with the foregoing, such controversy shall be finally, exclusively and conclusively settled by mandatory arbitration conducted expeditiously in accordance with the American Arbitration Association rules, by a single independent arbitrator. Such arbitration process shall take place within the Nashville, Tennessee metropolitan area. The decision of the arbitrator shall be final and binding upon all parties hereto and shall be rendered pursuant to a written decision, which contains a detailed recital of the arbitrator’s reasoning. Judgment upon the award rendered may be entered in any court having jurisdiction thereof. Each party shall bear its own legal fees and expenses, unless otherwise determined by the arbitrator. If Participant substantially prevails on any of his or her substantive legal claims, then the Company shall reimburse all legal fees and arbitration fees incurred by Participant to arbitrate the dispute.
19.数据隐私同意. In order to administer the Plan, the Grant Notice and this Agreement and to implement or structure future equity grants, the Company, its subsidiaries and affiliates and certain agents thereof (together, the “Relevant Companies”) may process any and all personal or professional Data, including but not limited to Social Security or other identification number, home address and telephone number, date of birth and other information that is necessary or desirable for the administration of the Plan, the Grant Notice and/or this Agreement. By entering into the Grant Notice and this Agreement, Participant (a) authorizes the Company to collect, process, register and transfer to the Relevant Companies all Data; (b) waives any privacy rights Participant may have with respect to the Data; (c) authorizes the Relevant Companies to store and transmit such Data in electronic form; (d) authorizes the transfer of the Data to any jurisdiction in which the Relevant Companies consider appropriate, and (e) otherwise acknowledges and consents to the provisions of Section 13.11 of the Plan. Participant shall have access to, and the right to change, the Data. Data will only be used in accordance with applicable law.