Exhibit 10.16
Notice of Restricted Stock Grant
__________________ (“Grantee”) |
| Great Elm Group, Inc. |
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| ID: 85-3622015 |
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| 800 South Street, Suite 230 |
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| Waltham, MA 02453 |
You have been granted restricted shares (“Shares”) of common stock of Great Elm Group, Inc. (the “Company’) as detailed below:
This Notice of Restricted Stock Grant (this “Notice”), together with the Great Elm Group, Inc. Amended and Restated 2016 Long-Term Incentive Compensation Plan (the “Plan”) and the corresponding Restricted Stock Agreement (the “Agreement”) in effect as of the Date of Grant, contain the terms of your Shares.
Date of Grant: |
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Number of Restricted Stock: |
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Vesting Schedule: | 1/3 on the first, second, and third year anniversaries of the grant date. |
Vesting Completion Date: |
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Vesting Schedule:
1/3 of the Shares will vest in equal one-third amounts on the first, second, and
third year anniversaries of the grant date for such Restricted Shares, so long as you continue to be employed by Great Elm on those dates. In all cases, vesting of the Shares is subject to the conditions set forth in the Plan and the Agreement.
Acknowledgements and Agreements:
By your signature and the signature of the representative for the Company below, you and the Company agree that these Shares are granted under and governed by the terms and conditions of the Plan and the Agreement, all of which are attached and hereby incorporated by reference and made a part hereof.
GRANTEE |
| GREAT ELM GROUP, INC. |
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__________________________________ |
| By: __________________________________ |
Print Name: |
| Name: |
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| Title: General Counsel |
Date: _____________________________ |
| Date: _________________________________ |
GREAT ELM GROUP, INC.
2016 AMENDED AND RESTATED LONG TERM INCENTIVE COMPENSATION PLAN
RESTRICTED STOCK AGREEMENT
(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, “Good Reason” shall mean Participant’s resignation from the Company within six months after the occurrence of any of the following events: (i) without Participant’s express prior written consent, the significant reduction of Participant’s duties,
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authority, responsibilities, job title, or reporting relationships relative to your duties, authority, responsibilities, job title, or reporting relationships as in effect immediately prior to such reduction, or the assignment to Participant of such reduced duties, authority, responsibilities, job title, or reporting relationships; (ii) without Participant’s express prior written consent, a reduction by the Company of Participant’s base salary or bonus target as in effect immediately prior to such reduction or the Company’s failure to pay such amounts when due; (iii) a material reduction by the Company in the kind or level of employee benefits, excluding salary and bonuses, to which Participant was entitled immediately prior to such reduction with the result that Participant’s overall benefits package is significantly reduced (unless such reduction is part of a program generally applicable to other employees of the Company of a similar level); (iv) the relocation of Participant’s principal place of work to a facility or a location more than twenty five miles from Participant’s then present location, without Participant’s express prior written consent or (v) breach by the Company of its obligations hereunder or under any incentive awards (including the related award agreements) held by Participant; provided, however, that in each case, Participant’s resignation shall not constitute Good Reason under this provision unless (A) Participant provides the Company with written notice of the applicable event or circumstance within thirty days after Participant first has knowledge thereof, which notice reasonably identifies the event or circumstance that 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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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 RESTRICTED SHARES.
PARTICIPANT UNDERSTANDS THAT PARTICIPANT MAY SUFFER ADVERSE TAX CONSEQUENCES AS A RESULT OF PARTICIPANT’S PURCHASE OR DISPOSITION OF RESTRICTED SHARES AND PARTICIPANT REPRESENTS THAT PARTICIPANT IS NOT RELYING ON THE COMPANY FOR ANY TAX ADVICE.
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