Restricted Unit Agreement

A restricted share unit (RSU) is a form of compensation issued by an employer to an employee in the form of company shares. Restricted share units are issued to an employee through an acquisition plan and a distribution plan after reaching the required performance milestones or after a specific stay with their employer for a specified period of time. As a result, the median number of stock options granted per company by Fortune 1000 companies decreased by 40% between 2003 and 2005, while the median number of restricted stock allocations increased by nearly 41% over the same period. As a concrete example of what a company does to issue RSUs, take a look at the December 2017 SEC Form 4 filed by electric vehicle company Tesla, Inc. (NASDAQ: TSLA). This form shows that Eric Branderiz – the company`s former accounting director – who received restricted shares wanted to convert 4,808 units of restricted shares into common shares. 13. Entire Agreement; written amendments; partial disability; Lettering. This Supply Agreement is the entire agreement between the Company and you with respect to the subject matter. Any additions or changes to this Premium Agreement must be made in writing. You and the Company intend for this Reward Agreement to be enforced in writing. If a provision of these RSU premiums does not provide dividends because the actual shares are not allocated.

However, an employer may pay dividend equivalents, which can be transferred to an escrow account to offset withholding taxes, or reinvested by purchasing additional shares. The taxation of restricted holdings is governed by Section 1244 of the Internal Revenue Code. UGRs give an employee an interest in the company`s shares, but they have no tangible value until the acquisition is complete. Units of restricted shares are given a fair market value if they are acquired. At the time of acquisition, they are considered income and part of the shares are withheld to pay income tax. The employee receives the remaining shares and can sell them at his discretion. By signing and signing the Company`s representative below, you and the Company agree that such RSU award is granted under the terms of the Reward Documents, including the terms and conditions for granting restricted share units attached to this Supply Agreement as Appendix A. You also agree that by signing this document, you consent to the sale of shares to comply with your withholding tax obligations arising from this premium.

You agree that you have reviewed the Reward Documents, that you have had the opportunity to seek the advice of a lawyer prior to the performance of this Reward Agreement, and that you have had the full opportunity to understand all provisions of the Reward Materials. You agree as binding and final any decision or interpretation of the Administrator regarding any matter relating to the Award Documents. Previously, stock options were the vehicle of choice, but with scandals, misconduct and tax evasion, companies (as of 2004) were able to consider other types of stock purchase bonuses that might be more effective in attracting and retaining talent. Soon, restricted storage units, previously typically reserved for higher levels of management, were granted to all levels of employees around the world. 6. Shareholders` Rights. Neither you nor any person making a claim under or through you shall have any rights or privileges of any shareholder in respect of the shares that may be delivered under this Premium Agreement, unless certificates representing the shares have been issued to you and given to you. Only after fulfilling these conditions do you have the rights of a shareholder of the company. You agree to use the Materials in accordance with all applicable laws, including applicable securities laws, and you agree to indemnify and hold Cozen O`Connor harmless from and against any and all claims, damages, losses or liabilities arising out of the use of the Materials. Note that this policy may change if the SEC manages to SEC.gov to ensure that the site operates efficiently and remains available to all users. The e-mail address cannot be subscribed.

Please try again. The Company decides that with respect to this premium shall be withheld (“Withholding Tax Obligation”), is fulfilled by the fact that the shares sold on your behalf at the prevailing market price in accordance with the procedures established by the Company from time to time, including a broker-backed agreement (for greater certainty that the shares to be sold must be acquired under the terms of this Agreement and the Plan). The proceeds of the sale will be used to meet your withholding tax obligation (and any brokerage or other related fees) incurred in connection with your UGRs. Only whole shares are sold in order to meet a withholding tax obligation. Any proceeds from the sale of shares in excess of the withholding tax requirement (and any brokerage or other associated fees) will be paid to you in accordance with procedures that the Company may establish from time to time. By accepting this bonus, you expressly consent to the sale of shares to cover withholding tax obligations (and any brokerage fees or other associated fees) and agree and acknowledge that you may not perform them by any means other than such sale of shares, unless the express written consent of the Administrator or Administrator153 so requires. 1. Grant. With this Reward Agreement, the Company awards an RSU Reward under the Plan to the person named in the Restricted Share Unit Grant Notice (“Award Grant Notice”) appended as Part I of this Award Agreement (the “Participant”, also referred to as “you” and “your”) under the Plan, subject to all conditions set forth in the Reward Documents. The terms of the plan are incorporated by reference into this Supply Agreement. Subject to Section 18 of the Plan, in the event of any conflict between the terms of the Plan and the Terms and Conditions and this Supply Agreement, the terms of the Plan shall prevail.

10. Additional conditions for the issuance of shares. If, at any time, we determine, in our sole discretion, that the listing, registration or qualification of the shares on a stock exchange or under any federal or state law, or the approval or approval of a state regulatory authority as a condition of the issuance of shares to you (or your estate), no issue will be made unless: such registration, registration, qualification, consent or approval has been made or obtained, without any conditions that are not acceptable to us. If we determine that delivery of payment for the shares could violate federal securities laws or other applicable laws, we will defer delivery until the first time we reasonably believe that delivery of the shares will no longer cause such a violation. We will use all reasonable efforts to comply with the requirements of any applicable federal or state law or exchange and to obtain the approval or approval of the relevant government agency. 9. Binding Agreement. Subject to the limitation of the transferability of this grant contained in this contract, the award documents are binding on and benefit the heirs, legatees, legal representatives, successors and assigns of the parties. You agree that if an agent (i.B attorney, employee, etc.) uses the Materials on your behalf, you will remain bound as principal by all of the terms and conditions contained herein.

2. Company`s Obligation to Pay153. Each RSU represents the right to receive a share on the day it is acquired. Until the UGRs are acquired as described in Section 3, you are not entitled to receive shares under this bonus. Prior to the actual issuance of shares for the acquired UGRs, the SRUs constitute an unsecured bond of the Company payable (if any) solely from the General Assets of the Company. All SRUs that are acquired will be paid to you in full shares, subject to compliance with all applicable withholding tax obligations as described in Section 5. Subject to the provisions of Article 16, the acquired SRUs shall be paid into shares as soon as possible after the acquisition. Learn more about FindLaw`s newsletters, including our Terms of Service and Privacy Policy. For best practices for efficiently downloading information from SEC.gov, including the latest EDGAR submissions, see sec.gov/developer. You can also sign up for email updates to the SEC Open Data program, including best practices that make downloading data more efficient and improvements SEC.gov that can affect scripted download processes. For more information, please contact opendata@sec.gov. Note: We do not provide technical support for developing or debugging scripted download processes.

If, for any reason or no reason, you cease to act as a service provider before being transferred to the RSU, the RSU and your right to acquire shares under this Agreement will terminate with immediate effect. d. Obligation of the Company153 to deliver shares. For the avoidance of doubt, the Company will not issue shares to you under any circumstances unless satisfactory arrangements for the Administrator have been made to comply with your withholding tax obligation. If you do not do so by the time they mature, you will permanently lose your ARI to which your withholding tax obligation relates, as well as any right to receive shares that might otherwise be issued under those SRUs. ARUs encourage an employee to stay in a company for the long term and help them perform well so that their actions gain value. If an employee decides to keep his or her shares until he or she receives the full allowance acquired and the shares of the corporation increase, the employee receives the capital gain less the value of the shares withheld for income tax and the amount of capital gains tax due. If a user or application submits more than 10 requests per second, other requests from the IP address may be limited for a short time. .