Exhibit 10.1
MISTER CAR WASH, INC.
2021 INCENTIVE AWARD PLAN
PURPOSE
The purpose of the Mister Car Wash, Inc. 2021 Incentive Award Plan (as it may be amended or restated from time to time, the “Plan”) is to promote the success and enhance the value of Mister Car Wash, Inc., a Delaware corporation (the “Company”), by linking the individual interests of Directors, Employees, and Consultants to those of Company stockholders and by providing such individuals with an incentive for outstanding performance to generate superior returns to Company stockholders. The Plan is further intended to provide flexibility to the Company in its ability to motivate, attract, and retain the services of Directors, Employees, and Consultants upon whose judgment, interest, and special effort the successful conduct of the Company’s operation is largely dependent.
DEFINITIONS AND CONSTRUCTION
Wherever the following terms are used in the Plan they shall have the meanings specified below, unless the context clearly indicates otherwise. The singular pronoun shall include the plural where the context so indicates.
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Notwithstanding the foregoing, if a Change in Control constitutes a payment event with respect to any Award (or any portion of an Award) that provides for the deferral of compensation that is subject to Section 409A, to the extent required to avoid the imposition of additional taxes under Section 409A, the transaction or event described in subsection (a), (b), (c) or (d) with respect to such Award (or portion thereof) shall only constitute a Change in Control for purposes of the payment timing of such Award if such transaction also constitutes a “change in control event,” as defined in Treasury Regulation Section 1.409A-3(i)(5).
The Administrator shall have full and final authority, which shall be exercised in its sole discretion, to determine conclusively whether a Change in Control has occurred pursuant to the above definition, the date of the occurrence of such Change in Control and any incidental matters relating thereto; provided that any exercise of authority in conjunction with a determination of whether a Change in Control is a “change in control event” as defined in Treasury Regulation Section 1.409A-3(i)(5) shall be consistent with such regulation.
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Notwithstanding the foregoing, with respect to any Award granted on the pricing date of the Company’s initial public offering, the Fair Market Value shall mean the initial public offering price of a Share as set forth in the Company’s final prospectus relating to its initial public offering filed with the Securities and Exchange Commission.
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SHARES SUBJECT TO THE PLAN
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GRANTING OF AWARDs
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granting OF OPTIONS and stock appreciation rights
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EXERCISE OF OPTIONS and STOCK APPRECIATION RIGHTS
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AWARD OF RESTRICTED STOCK
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Award of restricted stock units
award of OTHER STOCK OR CASH BASED AWARDS and DIVIDEND EQUIVALENTS
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ADditional terms of awards
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ADMINISTRATION
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MISCELLANEOUS PROVISIONS
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* * * * *
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I hereby certify that the foregoing Plan was duly adopted by the Board of Directors of Mister Car Wash, Inc. on ____________ __, 2021.
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I hereby certify that the foregoing Plan was approved by the stockholders of Mister Car Wash, Inc. on ____________ __, 2021.
Executed on this ____ day of _______________, 2021.
Corporate Secretary
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