Exhibit 10.1
PSU AWARD AGREEMENT
ALIGNMENT HEALTHCARE, INC. 2021 EQUITY INCENTIVE PLAN
Alignment Healthcare, Inc. (the “Company”) grants to the Participant named below (“you”) the number of restricted stock units that are subject to Performance Goals and designated as Performance Awards (“PSUs”) set forth below (the “Award”), under this PSU Award Agreement (“Agreement”).
Governing Plan: | Alignment Healthcare, Inc. 2021 Equity Incentive Plan, as amended from time to time (the “Plan”) | |
Defined Terms: | As set forth in the Plan, unless otherwise defined in this Agreement | |
Participant: | [●] | |
Grant Date: | [●] | |
Target Number of PSUs: | [●] | |
Definition of PSU: | Each PSU entitles you to earn and receive one Share in the future upon the achievement of certain performance goals, subject to continued employment and the terms of this Agreement. | |
Earning and Payment: | Except as otherwise set forth herein, as long as you do not have a Separation from Service prior to the applicable Vesting Date (as defined below), the number of earned PSUs (“Earned PSUs”) will be based on the Company’s actual performance against the performance metrics set forth on Exhibit A for the measurement period beginning [●] and ending on [●] (the “Measurement Period”), as determined and certified by the Committee (the date of certification, the “Certification Date”), and vest and become payable as follows (each vesting date outlined below, a “Vesting Date”): | |
| Vesting Date | PSUs Earned and Payable |
| [●] | [●] |
|
|
|
| The Certification Date will occur as soon as administratively practicable following [●] (but in no event later than [●] days following such date). |
1
PSU TERMS
2
For the avoidance of doubt, any PSUs that are not deemed Earned PSUs as of the Closing Date of the Change in Control in accordance with this Section 5(b) will be cancelled and forfeited for no consideration.
The ownership and transferability of this certificate and the shares of stock represented hereby are subject to the terms (including forfeiture) of the Alignment Healthcare, Inc. 2021 Equity Incentive Plan and a PSU award agreement entered into between the registered owner and Alignment Healthcare, Inc. Copies of such plan and agreement are on file in the executive offices of Alignment Healthcare, Inc.
In addition, any stock certificates for Shares will be subject to any stop-transfer orders and other restrictions as the Company may deem advisable under Applicable Law, and the Company may cause a legend or legends to be placed on any certificates to make appropriate reference to these restrictions. Unless otherwise determined by the Board, the PSUs and any shares of Common Stock acquired in respect of any PSUs will be subject to the lock-up restrictions as set forth in Section 13.20 of the Plan (and any successor terms).
3
4
5
By signing below, you are agreeing that your electronic signature is the legal equivalent of a manual signature on this Agreement and you are agreeing to all of the terms of this Agreement, as of the Grant Date.
Participant Signature: |
|
6