Attached files
file | filename |
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EX-99.1 - EX-99.1 - Great Elm Capital Group, Inc. | gec-ex991_16.htm |
EX-10.12 - EX-10.12 - Great Elm Capital Group, Inc. | gec-ex1012_18.htm |
EX-10.11 - EX-10.11 - Great Elm Capital Group, Inc. | gec-ex1011_19.htm |
EX-10.10 - EX-10.10 - Great Elm Capital Group, Inc. | gec-ex1010_21.htm |
EX-10.9 - EX-10.9 - Great Elm Capital Group, Inc. | gec-ex109_20.htm |
EX-10.8 - EX-10.8 - Great Elm Capital Group, Inc. | gec-ex108_22.htm |
EX-10.7 - EX-10.7 - Great Elm Capital Group, Inc. | gec-ex107_25.htm |
EX-10.6 - EX-10.6 - Great Elm Capital Group, Inc. | gec-ex106_27.htm |
EX-10.4 - EX-10.4 - Great Elm Capital Group, Inc. | gec-ex104_17.htm |
EX-10.3 - EX-10.3 - Great Elm Capital Group, Inc. | gec-ex103_23.htm |
EX-10.2 - EX-10.2 - Great Elm Capital Group, Inc. | gec-ex102_15.htm |
8-K - 8-K - Great Elm Capital Group, Inc. | gec-8k_20170831.htm |
Exhibit 10.5
Amended and Restated Notice of Performance Stock Award
(“Participant”) |
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Great Elm Capital Group, Inc. |
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ID: 94-3219054 |
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800 South Street, Suite 230 |
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Waltham, MA 02453 |
You have been awarded performance-based restricted shares of Common Stock of Great Elm Capital Group Inc. (the “Company”) as detailed below (the “Performance Shares”):
This Notice of Performance Stock Award (this “Notice”), together with the Great Elm Capital Group, Inc. 2016 Long-Term Incentive Compensation Plan (the “Plan”) in effect as of the Date of Grant, and the terms and conditions of the award of the Performance Shares (the “Award Agreement”) attached hereto, contain the terms of your Performance Shares.
Date of Grant: |
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Number of Performance Shares: |
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Time Vesting Schedule |
20% on 11/03/2017 and 5% on each subsequent quarterly anniversary. |
Performance Vesting Date |
11/03/2021 |
Performance Criteria and Vesting Schedule:
The Performance Shares will vest (i) based on your continuing service as a Non-Employee Director or Consultant or continuing employment as an Employee with the Company, a Subsidiary or an Affiliate over a five year time-vesting period ending November 3, 2021 and (ii) based upon the Percentage Achievement of the Performance Goal (as defined in the Award Agreement), in each case, subject to acceleration as further set forth in the Terms and Conditions of Performance Stock Award set forth below and incorporated herein by reference.
The foregoing is qualified in its entirety by the Award Agreement.
Acknowledgements and Agreements:
By your signature and the signature of the representative for the Company, below, you and the Company agree that these Performance Shares are granted under and governed by the terms and conditions of the Plan and the Award Agreement, all of which are attached hereto and hereby incorporated by reference and made a part hereof.
PARTICIPANT |
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Great Elm Capital Group, INC. |
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By: |
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Signature |
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Title: |
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Print Name |
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Terms and Conditions of Performance Stock Award
1. |
Grant of Restricted Performance Shares. The Company hereby awards to Participant, as of the Date of Grant indicated in the accompanying notice of award, an award (the “Award”) of a number of Performance Shares under the Company’s 2016 Long-Term Incentive Compensation Plan (the “Plan”). Each Performance Share is issued on the terms and conditions governing the Award, including the applicable time-based and performance-based vesting requirements, as set forth in this Award Agreement. |
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Vesting Terms. The number of Performance Shares that may actually vest pursuant to the Award shall be determined pursuant to the two-step process detailed below: |
(c) |
Vesting Upon Disability or Death. If Participant’s continuous service is terminated by reason of death or Disability, then the Performance-Qualified Shares shall immediately vest in full immediately upon such termination solely with respect to the service-based vesting in Section 2(b); the Performance Shares shall continue to be subject to Performance Vesting, in Section 2(a). |
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with the transfer, sale, assignment, distribution, participation, delegation, encumbrance, termination modification or amendment of the IMA, then the Performance Goal shall be deemed fully satisfied and the Participant’s service obligations under Section 2(b) shall be deemed fully satisfied as of the date of receipt of such consideration. |
(a) |
For purposes of this Award Agreement, “Cause” shall mean: (i) Participant’s theft, dishonesty, misconduct, or falsification of any of the Company’s or its affiliates’ records; (ii) any action by Participant outside of the scope of Participant’s employment agreement with the Company that has a material detrimental effect on the Company’s reputation or business as reasonably determined by the Committee; (iii) Participant’s substantial failure or inability to perform any reasonably assigned duties within the scope of Participant’s employment agreement with the Company that has not been cured within 30 business days of written notice from the Company to Participant, in each case, as determined by the Committee in its sole discretion; (iv) Participant’s violation of any Company policy; (v) Participant’s conviction (including any plea of guilty or no contest) of any criminal act; or (vi) Participant’s material breach of any written agreement with the Company which has not been cured within 10 business days’ of written notice from the Company to Participant thereof. |
(b) |
For purposes of this Award Agreement, “Disability” shall mean the inability of the Participant, in the opinion of a qualified physician acceptable to the Company, to perform the major duties of Participant’s position with the Company or an Affiliate of the Company because of the sickness or injury of the individual, or as may be otherwise defined under applicable local laws. |
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knowledge thereof, which notice reasonably identifies the event or circumstance that the Participant believes constitutes grounds for Good Reason, and (B) the Company fails to correct the event or circumstance so identified within thirty days after receipt of such notice. |
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Issuance Date. The Performance Shares shall be issued on the date of the Award and held by the Company, as escrow agent, for the benefit of the Participant and the Company, until the Company determines the extent to which the Performance Shares vest pursuant to Section 2. |
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Limited Transferability. Prior to the determination of which Performance Shares (if any) are Performance-Qualified Shares, Participant may not transfer any interest in the Performance Shares subject to this Award or pledge or otherwise hedge the sale of those Performance Shares , including (without limitation) any short sale or any acquisition or disposition of any put or call option or other instrument tied to the value of the Performance Shares. Participant may also direct the Company to record the ownership of any Performance Shares that become vested hereunder in the name of a bona fide retirement planning, estate planning or charitable donation vehicle. Participant may make such a beneficiary designation or ownership directive at any time by completing the required forms and filing the completed form with the Committee or its designee. |
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Stockholder Rights and Dividends. Subject to the other terms and restrictions set forth herein, including, but not limited to, the restriction on the right to transfer such Award prior to vesting, the holder of the Award shall have the rights and privileges of a stockholder of the Company, including, without limitation, voting rights and rights to dividends, in respect of any Performance Shares. However, any such dividends shall be paid based on the number of Performance Shares, if any, that vest in accordance with the terms of this Award Agreement. |
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Adjustment in Shares. The Committee shall adjust the Performance Shares as set forth in Section 3.2 of the Plan. |
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municipality, state or foreign country in which Participant may reside, and the tax consequences of Participant’s death. |
PARTICIPANT HEREBY ASSUMES ALL RESPONSIBILITY FOR FILING PARTICIPANT’S 83(b) ELECTION AND PAYING ANY TAXES RESULTING FROM SUCH ELECTION OR FROM FAILURE TO FILE THE ELECTION AND PAYING TAXES RESULTING FROM THE VESTING OF THE PERFORMANCE SHARES.
PARTICIPANT UNDERSTANDS THAT PARTICIPANT MAY SUFFER ADVERSE TAX CONSEQUENCES AS A RESULT OF PARTICIPANT’S PURCHASE OR DISPOSITION OF SHARES AND PARTICIPANT REPRESENTS THAT PARTICIPANT IS NOT RELYING ON THE COMPANY FOR ANY TAX ADVICE.
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Compliance with Laws and Regulations. The issuance of Performance Shares pursuant to the Award shall be subject to compliance by the Company and the Participant with all applicable laws relating thereto. |
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Construction. This Award Agreement and the Award evidenced hereby are made and granted pursuant to the Plan and are in all respects limited by and subject to the terms of the Plan. In the event of any conflict between the provisions of this Award Agreement and the terms of the Plan, the terms of the Plan shall be controlling. All decisions of the Committee with respect to any question or issue arising under the Plan or this Award Agreement shall be conclusive and binding on all persons having an interest in the Award. Articles 14-18 of the Plan shall apply mutatis mutandis as if set forth herein. Notwithstanding anything to the contrary in the Plan, this Award Agreement may not be modified in any manner adverse to the Participant other than pursuant to a written agreement signed by the Participant. |
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Governing Law. The interpretation, performance and enforcement of this Award Agreement shall be governed by the laws of the State of Delaware applicable to contracts made in and to be solely performed in the State of Delaware. |
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Employment at Will. Nothing in this Award Agreement or in the Plan shall confer upon Participant any right to remain in employment or service for any period of specific duration or interfere with or otherwise restrict in any way the rights of the Company (or any Subsidiary of Affiliate employing or retaining Participant) or of Participant, which rights are hereby expressly reserved by each, to terminate Participant’s service or employment at any time for any reason, with or without Cause. |
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Participant Acceptance. Participant must accept the terms and conditions of this Award Agreement either electronically through the electronic acceptance procedure established by the Company or through a written acceptance delivered to the Company in a form satisfactory to the Company. In no event shall any Shares be issued under this Award Agreement in the absence of such acceptance. |
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Amendment and Restatement. This Award Agreement amends and fully restates the award agreement between the Company and the Participant, dated November 3, 2016 (the “Original Agreement”). The Performance Shares issued under the Original Agreement shall remain outstanding under this Award Agreement and this Award Agreement shall govern such Performance Shares retroactive to their original issuance. The Original Agreement shall be superseded by this Award Agreement. |
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