Exhibit 10.1
VERRA MOBILITY CORPORATION
PERFORMANCE SHARE UNITS
NOTICE OF GRANT AND AWARD AGREEMENT
Verra Mobility Corporation (the “Company”), pursuant to its Amended and Restated 2018 Equity Incentive Plan (the “Plan”), this Notice of Grant (“Grant Notice”) and the attached Award Agreement (the “Agreement”), hereby grants to the holder listed below (the “Participant”), an award (the “Award”) of Performance Share Units (the “Units”), each of which represents the right to receive on the applicable Settlement Date one (1) share of Stock (each a “Share”), as follows:
Participant: |
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Grant Date: | _____________ |
Target Number of Units: | , subject to adjustment as provided by the Agreement. 33.33% of the Target Number of Units (rounded down to the nearest whole Unit except for the Units allocated to the Third Measurement Period) shall be allocated to each of the First Measurement Period, Second Measurement Period and Third Measurement Period (except as otherwise provided by the Agreement). |
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Measurement Periods: | The performance conditions necessary for vesting, as described in Appendix A, are measured based on the following “Measurement Periods”: First Measurement Period: August 15, 2023 to August 15, 2026 Second Measurement Period: August 15, 2023 to August 15, 2027 Third Measurement Period: August 15, 2023 to August 15, 2028 The last day of each Measurement Period (i.e., August 15, 2026, August 15, 2027 and August 15, 2028) are each a “Measurement Date”. |
Performance Measure: | Annualized TSR Growth, as defined and determined in accordance with Section 2 of the Agreement. |
Earned Units: | With respect to each Measurement Period (or Adjusted Measurement Period, if applicable) the number of Units that shall become “Earned Units,” if any, shall be equal to (x) the number of the Target number of Units allocated to such Measurement Period (or Adjusted Measurement Period, if applicable), multiplied by (y) Vesting Factor for such Measurement Period (or Adjusted Measurement Period, if applicable), as illustrated by Appendix A. |
| Any Units allocated to a Measurement Period (or Adjusted Measurement Period, if applicable) that are not Earned Units at each Measurement Date will be forfeited and will not be eligible to become Earned Units with respect to any other Measurement Period. |
Vesting Date: | The “Vesting Date” for any Units that become Earned Units for a Measurement Period shall be the applicable Measurement Date for the corresponding Measurement Period, except as otherwise provided by the Agreement. |
Vested Units: | Provided that the Participant’s Service has not terminated prior to the applicable Vesting Date (except as otherwise provided by the Agreement), the Earned Units, if any, shall become Vested Units on the applicable Vesting Date. Notwithstanding the terms of any severance agreement, employment agreement, or other plan, agreement or letter between the Participant and the Company or any of its Affiliates which provides for additional vesting or accelerated vesting of equity incentive or similar awards, whether upon a termination of Service, in connection with a Change in Control or similar transaction or otherwise, the Award and the Units shall not be subject to any acceleration of or additional vesting pursuant to the terms of any such severance agreement, employment agreement or other plan, agreement or letter or any subsequent severance or employment plan, agreement, letter or arrangement adopted by or implemented by the Company or any of its Affiliates or any of their successors. |
Settlement Date: | For each Vested Unit, except as otherwise provided by the Agreement, the “Settlement Date” shall be the first business day immediately following the Certification Date (as defined in the Agreement) for the applicable Measurement Period (or Adjusted Measurement Period, if applicable) or as soon thereafter as practicable; provided, however that the Committee, in its discretion, may specify as the Settlement Date a later date on which the sale of Shares to be issued in settlement of Vested Units would not violate the Trading Compliance Policy, but in no event shall any Vested Unit be settled later than the 15th day of the third calendar month following the end of the Applicable Year in which the applicable Vesting Date occurs. For this purpose, “Applicable Year” means the calendar year or the Company’s fiscal year, whichever year ends later. |
By their signatures below or by electronic acceptance or authentication in a form authorized by the Company, the Company and the Participant agree that the Award is governed by this Grant Notice and by the provisions of the Plan and the Agreement, both of which are made part of this document. The Participant acknowledges that copies of the Plan, the Agreement and the prospectus for the Plan are available on the Company’s internal web site and may be viewed and printed by the Participant for attachment to the Participant’s copy of this Grant Notice. The Participant represents that the Participant has read and is familiar with the provisions of the Plan and the Agreement, and hereby accepts the Award subject to all of their terms and conditions. The Participant hereby agrees to accept as binding, conclusive and final all
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decisions or interpretations of the Committee upon any questions arising under the Plan or relating to the Units.
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VERRA MOBILITY CORPORATION
PERFORMANCE SHARE UNITS
AWARD AGREEMENT
(U.S. PARTICIPANTS)
Verra Mobility Corporation (the “Company”) has granted to the Participant named in the Grant Notice to which this Agreement is attached an Award consisting of Performance Share Units (the “Units”) subject to the terms and conditions set forth in the Grant Notice and this Agreement. The Award has been granted pursuant to the Verra Mobility Corporation Amended and Restated 2018 Equity Incentive Plan (the “Plan”), the provisions of which are incorporated herein by reference.
Unless otherwise defined herein or in the Grant Notice, capitalized terms shall have the meanings assigned under the Plan.
The Company hereby awards to the Participant the Target Number of Units set forth in the Grant Notice, which, depending on the extent to which the Performance Goal is attained during the applicable Measurement Periods, may result in the Participant earning as little as zero (0) Units or as many as the Target Number of Units. In no event shall the Participant be eligible to earn a number of Units pursuant to this Award that exceeds the Target Number of Units. In addition, on the date the Committee determines the level of attainment of the Performance Measure with respect to such Measurement Period (or Adjusted Measurement Period, if applicable) in accordance with Section 3.1, the Participant shall forfeit and not be entitled to any payment therefore, and the Company shall automatically reacquire all Units allocated to such Measurement Period (or Adjusted Measurement Period, if applicable) that do not become Earned Units with respect to such Measurement Period (or Adjusted Measurement Period, if applicable). Subject to the terms of this Agreement and the Plan, each Unit, to the extent it is earned and becomes a Vested Unit, represents a right to receive on the Settlement Date one (1) Share. Unless and until a Unit has been determined to be an Earned Unit and has vested and become a Vested Unit as set forth in the Grant Notice, the Participant will have no right to settlement of such Units. Prior to settlement of Vested Units, such Units will represent an unfunded and unsecured obligation of the Company.
Where,
“Ending Price” is the Ending Average Per Share Closing Price;
“Dividends” are the aggregate values of all dividends paid to a stockholder of record of the Company with respect to one Share during the applicable Measurement Period;
“Beginning Price” is the Beginning Average Per Share Closing Price; and
“N” is the number of 12-month periods that have elapsed between the first day of the applicable Measurement Period and the last day of the applicable Measurement Period (which may not be a full integer if computed in connection with a Change in Control or a termination of employment under Section 9.3).
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For the avoidance of doubt, the additional vesting pursuant to this Section 4.3 shall not apply to the Units (and shall not result in a duplication of benefits) to the extent that either Section 4.5 or Section 4.6 applies and results in vesting of the Units.
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To avoid negative accounting treatment, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates. If the Participant is covered by a Company tax equalization policy, the Participant agrees to pay to the Company any additional hypothetical tax obligation calculated and paid under the terms and conditions of such tax equalization policy. Finally, the Participant shall pay to the applicable Participating Company any amount of Tax-Related Items that the Participating Company may be required to withhold as a result of his or her participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares that may be issued in connection with the settlement of the Units if the Participant fails to comply with his or her Tax-Related Items obligations.
The Participant hereby authorizes and directs the Participant’s employer to collect, use and transfer in electronic or other form, any personal information (the “Data”) regarding the Participant’s Service, the nature and amount of the Participant’s compensation and the fact and conditions of the Participant’s participation in the Plan (including, but not limited to, the Participant’s name, home address, telephone number, date of birth, social security number (or any other social or national identification number), salary, nationality, job title, number of Shares held and the details of all Units or any other entitlement to Shares awarded, cancelled, exercised, vested, unvested or outstanding) for the purpose of implementing, administering and managing the Participant’s participation in the Plan. The Participant understands that the Data may be transferred to the Company or any other Participating Company, or to any third parties assisting in the implementation, administration and management of the Plan, including any requisite transfer to a brokerage firm or other third party assisting with administration of the Award or with whom Shares acquired upon settlement of this Award or cash from the sale of such Shares may be deposited. The Participant acknowledges that recipients of the Data may be located in different countries, and those
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countries may have data privacy laws and protections different from those in the country of the Participant’s residence. Furthermore, the Participant acknowledges and understands that the transfer of the Data to the Company or any of other Participating Company, or to any third parties is necessary for Participant’s participation in the Plan. The Participant may at any time withdraw the consents herein, by contacting the Company’s stock administration department in writing. The Participant further acknowledges that withdrawal of consent may affect the Participant’s ability to realize benefits from the Award, and the Participant’s ability to participate in the Plan.
In the event of a Change in Control, this Section 9 shall determine the treatment of the Units which have not otherwise become Vested Units, except as otherwise determined in accordance with an employment agreement or other agreement between the Company and the Participant which is applicable to this Award.
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The number of Units awarded pursuant to this Agreement is subject to adjustment as provided in Section 4.3 of the Plan. Upon the occurrence of an event described in Section 4.3 of the Plan, any and all new, substituted or additional securities or other property to which a holder of a Share issuable in settlement of the Award would be entitled shall be immediately subject to the Agreement and included within the
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meaning of the term “Shares” for all purposes of the Award. The Participant shall be notified of such adjustments and such adjustments shall be binding upon the Company and the Participant.
The Participant shall have no rights as a stockholder with respect to any Shares that may be issued in settlement of this Award until the date of the issuance of a certificate for such Shares (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company). No adjustment shall be made for dividends, dividend equivalents, distributions or other rights for which the record date is prior to the date such certificate is issued, except as provided in Section 10.
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