Exhibit 10.4
MOELIS & COMPANY
2014 OMNIBUS INCENTIVE PLAN
NOTICE OF RESTRICTED STOCK UNIT GRANT
You have been granted the following restricted stock units in accordance with the terms of the Moelis & Company 2014 Omnibus Incentive Plan (the “Plan”) and the Statement of Terms and Conditions of the 2023 Incentive Restricted Stock Unit Award Granted in 2024 for Managing Directors (the “Statement of Terms”). Each restricted stock unit represents the right to receive, subject to certain conditions, a share of Moelis & Company common stock or the fair market value of such share in cash. This Notice of Restricted Stock Unit Grant (“Grant Notice”), together with the Statement of Terms, constitutes an Award Agreement for purposes of the Plan.
Grantee: ______________
Type of Grant: 2023 Incentive Restricted Stock Unit Award Granted in 2024 for Managing Directors
Total Number of restricted stock units: ______________
Grant Date: ______________
You and Moelis & Company (the “Company”) agree that this grant is issued under and governed by the terms and conditions of the Plan and the Statement of Terms, both of which are made a part of this Grant Notice. Please review the Plan and Statement of Terms carefully, as they explain the terms and conditions of this grant. You agree that the Company may deliver electronically all documents related to the Plan or this grant and all documents that the Company is required to deliver to its shareholders. By executing this Grant Notice, you accept this grant, you agree to all the terms and conditions described above, in the Statement of Terms and in the Plan, and you agree that you have no right whatsoever to change or negotiate such terms and conditions.
The Statement of Terms is included with this notice and the Plan is available at https://www.sec.gov/Archives/edgar/data/0001596967/000110465914058567/a14-18416_1ex99d1.htm
[Signature Page Follows]
Incentive RSU MD 2023
MOELIS & COMPANY
By
Katherine Pilcher Ciafone
Chief Operating Officer
By
Joseph Simon
Chief Financial Officer
GRANTEE
Signature
Print Name:
Address:
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MOELIS & COMPANY
2014 OMNIBUS INCENTIVE PLAN
STATEMENT OF TERMS AND CONDITIONS OF THE
2023 INCENTIVE RESTRICTED STOCK UNIT AWARD GRANTED IN 2024 FOR
MANAGING DIRECTORS
This Statement of Terms and Conditions (this “Statement of Terms”) sets forth the terms and conditions of the Company grant of restricted stock units to the Grantee set forth in the Notice of Restricted Stock Unit Grant (the “Grant Notice”). The Grant Notice, together with this Statement of Terms, constitutes an Award Agreement under the Moelis & Company 2014 Omnibus Incentive Plan (the “Plan”). References herein to this Statement of Terms shall include the Grant Notice. Capitalized terms not defined herein (including Section 23) shall have the meanings ascribed to them in the Plan. Where the context permits, references to “the Company” shall include the Company and any successor to the Company.
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(b) If market conditions or legal restrictions prevent the exercise of this election to “sell to cover,” or a Settlement occurs prior to the expiration of the applicable “cooling-off period,” the Grantee shall continue to be responsible for the timely payment to the Company of all amounts necessary to satisfy all applicable withholding obligations with respect to any taxable event arising in connection with the RSUs, and in such event, if the Grantee fails to make timely payment to the Company of such amounts, the Company shall have the right to require a cash payment by or on behalf of the Grantee and/or to deduct from the Shares otherwise issuable hereunder or cash or other compensation payable to the Grantee such amount as may be necessary to satisfy all applicable withholding obligations with respect to any taxable event arising in connection with the RSUs.
(c) Notwithstanding the foregoing, upon any Settlement of the RSUs, the Company may elect to satisfy any applicable withholding obligations by deducting from the Shares otherwise issuable hereunder a number of Shares having a Fair Market Value equal to the amount
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necessary to satisfy all applicable withholding obligations with respect to any taxable event arising in connection with the RSUs.
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(a) Except as expressly provided in clauses (b) or (c) below, if any claim, controversy or dispute arises in connection with the Plan or this Statement of Terms, the Company (or an Affiliate thereof) and the Grantee agree to final and binding arbitration of any and all such claims, controversies or disputes as described below:
(i) If the Grantee is registered and FINRA Dispute Resolution, Inc. has jurisdiction over the dispute, the Grantee agrees to final and binding arbitration before FINRA, or any successor organization or body thereto in accordance with FINRA’s special procedures applicable to Large Cases, if available, and to have the case heard by a single arbitrator who was a former judge; provided that if such special procedures are not available, then in accordance with FINRA’s then applicable rules, including those related to discovery. The arbitration shall take place at the FINRA hearing site located nearest to the Company’s (or the Affiliate’s) office at which the Grantee is providing services or was providing services as of the date his or her employment or other relationship terminated. The number of arbitrators in any arbitration before FINRA shall be determined in accordance with FINRA’s rules.
(ii) If the Grantee is not registered or if FINRA does not have jurisdiction, the Grantee agrees to final and binding arbitration administered by JAMS or any successor organization or body thereto pursuant to its Employment Arbitration Rules & Procedures and subject to JAMS Policy on Employment Arbitration Minimum Standards of Procedural Fairness, with the exception that the Grantee and the Company (or the Affiliate) agree that no depositions will be taken, except if ordered by the arbitrator due to extraordinary circumstances. The arbitration hearing will take place at the JAMS hearing site located nearest to the Company’s (or the Affiliate’s) office at which the Grantee is providing services or was providing services as of the date his or her
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employment or other relationship terminated. Any such arbitration shall be before one arbitrator, who shall be a former judge, selected in accordance with the rules described above.
This agreement to arbitrate disputes includes, but is not limited to, any claims of discrimination and/or harassment under Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act of 1967, the Americans with Disabilities Act of 1990, claims for breach of contract or the implied covenant of good faith and fair dealing, tortious conduct (whether intentional or negligent), including claims of misappropriation, fraud, conversion, interference with economic advantage or contract, breach of fiduciary duty, misrepresentation, or any other federal, state or local law relating to discrimination in employment, any claims relating to wage and hour claims and any other statutory or common law claims. In the course of any arbitration, the employee and the Company (or the Affiliate) agree: (1) to request that a written award be issued by the arbitrator(s); (2) that each side is entitled to receive any and all relief they would be entitled to receive in a court proceeding; and (3) that the Grantee will not be required to pay any fees in the arbitration that are greater than the fees the Grantee would be required to pay in a court proceeding. Any arbitral award may be entered as a judgment or order in any court of competent jurisdiction.
(b) The Grantee and the Company (or an Affiliate thereof) knowingly and voluntarily agree to waive any rights that might otherwise exist to request a jury trial or other court proceeding, except that the Grantee and the Company (or an Affiliate thereof) agree that each has the right to seek injunctive or other equitable relief from a court with respect to the enforcement of any obligations the Grantee may have regarding any notice period the Company (or an Affiliate thereof) is entitled to, trade secrets, confidential information, non-solicitation of employees, consultants or independent contractors, non-solicitation of clients or customers, non-competition, inventions, work product or other intellectual property and non-disparagement (whether such obligations arise pursuant to the Plan, this Statement of Terms, any employee handbook, any offer letter, any employment agreement, any confidentiality and/or restrictive covenant agreement, the common law or otherwise).
(c) Any claims filed by the parties in arbitration must be brought in the parties’ individual capacity and not as a plaintiff or class member in any purported class, collective or representative proceeding. In the event that the preceding sentence is ruled to be unenforceable, any such purported class, collective or representative proceeding must be heard in court and not in arbitration.
(d) Each provision of this arbitration agreement is intended to be severable, and the invalidity or unenforceability of any portion or provision of this agreement shall not affect the validity, enforceability or legality of the remainder hereof. In the event any provision of this arbitration policy is determined by any court of competent jurisdiction or arbitrator(s) to be illegal, invalid or unenforceable as written, such provision shall be interpreted so as to be legal, valid and enforceable to the fullest extent possible under applicable law. In the event any provision of this arbitration policy is determined by a court of competent jurisdiction or arbitrator(s) to be void, the remaining provisions of this arbitration policy shall nevertheless
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be binding upon the parties with the same effect as though the void provision thereof had been severed and deleted.
“Affiliate” shall have the meaning ascribed to that term in Section 2(b) of the Plan.
“Cause” shall have the meaning ascribed to that term in Section 2(i) of the Plan.
“Change in Control” shall have the meaning ascribed to that term in Section 2(l) of the Plan.
“Client” means any client or prospective client of the Company or an Affiliate thereof (i) to whom the Grantee provided services, for whom the Grantee transacted business or for whom the Grantee solicited the business of such client or prospective client during the prior two-year period or (ii) whose senior personnel the Grantee first met or the Grantee was introduced or reintroduced to during the Grantee’s relationship with or employment by the Company or an Affiliate thereof.
“Committee” shall have the meaning ascribed to that term in Section 2(o) of the Plan.
“Common Stock” shall have the meaning ascribed to that term in Section 2(p) of the Plan.
“Competitive Enterprise” means any business enterprise that is engaged, or owns or controls a significant interest in any entity that is engaged, in either case, primarily or in any substantial manner in any place in the world in (x) investment banking or securities activities or financial services, including, without limitation, private equity, hedge fund, special purpose acquisition company (SPAC) or other asset or investment management businesses, or (y) any business activities in which the Company and/or its Affiliates are engaged primarily or in any substantial manner.
“Detrimental Activities” means any of the following:
(i) The Grantee Solicits any Client to transact business with a Competitive Enterprise or to reduce or refrain from doing business with the Company or any Affiliate thereof;
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(ii) The Grantee interferes with or damages (or attempts to interfere with or damage) any relationship between the Company or an Affiliate thereof and any Client;
(iii) The Grantee Solicits any person who is employed by the Company or any Affiliate thereof to resign from the Company or the Affiliate or to apply for or accept employment with any Competitive Enterprise;
(iv) The Grantee shall fail to timely execute an attestation to the effect that Grantee has not engaged in the acts described in clauses (i), (ii) and (iii) above prior to each applicable Vesting Date or at such other times reasonably requested by the Committee; and
(v) The Grantee, as determined by the Committee, fails to meet, in any material respect, any obligation the Grantee may have under any agreement with the Company or an Affiliate thereof regarding confidentiality, nondisparagement, cooperation, nonsolicitation or noncompetition.
“Disability” shall have the meaning ascribed to that term in Section 2(s) of the Plan.
“Fair Market Value” shall have the meaning ascribed to that term in Section 2(x) of the Plan.
“Good Reason” shall have the meaning ascribed to that term in Section 2(z) of the Plan.
“Solicit” means any direct or indirect communication of any kind whatsoever, regardless of by whom initiated, inviting, advising, encouraging or requesting any person or entity, in any manner, to take or refrain from taking any action.
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