AIRJ 8-K
AirJoule Technologies Corp. (AIRJ)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
|
|
|||
(State or other jurisdiction |
|
(Commission File Number) |
|
(I.R.S. Employer |
|
||
(Address of principal executive offices) |
|
(Zip Code) |
(
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
|
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
|
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
|
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
|
|
|||
|
|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On February 11, 2026, the Compensation Committee of the Board of Directors (the “Compensation Committee”) of AirJoule Technologies Corporation (the “Company”) approved grants of performance-based restricted stock unit awards covering shares of the Company’s common stock (the “awards”) to each of Matthew B. Jore, Stephen S. Pang and Patrick C. Eilers (the “Executives”) under the Company’s 2024 Incentive Award Plan, as may be amended from time to time (the “Plan”) and the Performance-Based Restricted Stock Unit Grant Notice and Restricted Stock Unit Agreement thereunder (together, the “Performance-Based RSU Agreement”). The following description of the awards is subject to, and qualified in its entirety by reference to, the full text of the Performance-Based RSU Agreement, which is attached hereto as Exhibit 10.1 and is incorporated by reference herein.
The awards consist of performance-based restricted stock units subject to vesting based on the Company’s absolute annualized total shareholder return (the “Absolute TSR RSUs”) over the performance period commencing on February 11, 2026 and ending on December 31, 2028 (the “Performance Period”).
The following is a brief description of the material terms and conditions of the awards.
Absolute TSR RSUs
General. Each Executive is eligible to vest in a number of restricted stock units ranging from 0% to 200% of the target number of Absolute TSR RSUs granted to such Executive, based on the Company’s absolute annualized total shareholder return (the “Absolute TSR”), as calculated based on the first 20 consecutive trading days of the Performance Period (the “Beginning Price”) and the final 20 consecutive trading days of the Performance Period (the “Ending Price”).
Vesting. Subject to the Executive’s continued service through the applicable vesting date, the actual number of Absolute TSR RSUs that vest will be determined by multiplying (i) the number of Absolute TSR RSUs (at target) granted to such Executive, by (ii) the applicable “vesting percentage,” which shall be determined based on the Company’s Absolute TSR during the Performance Period, as set forth below:
Absolute TSR Achievement Level |
Vesting Percentage |
Below Threshold |
0% |
Threshold |
50% |
Target |
100% |
Intermediate |
150% |
Maximum |
200% |
The Compensation Committee set specific Absolute TSR targets for each of the achievement levels referenced in the table above. If the Company’s Absolute TSR falls between the levels specified above, the percentage of Absolute TSR RSUs that vest will be determined using straight line linear interpolation between such levels.
Within 120 days after the conclusion of the Performance Period, the Compensation Committee will determine the Company’s Absolute TSR for the Performance Period and the number of Absolute TSR RSUs that have become vested (the date of such determination by the Compensation Committee, the “Measurement Date”). Any Absolute TSR RSUs that do not vest on or prior to the Measurement Date will thereupon be forfeited without consideration therefor and the applicable Executive will have no further right or interest in or with respect to such forfeited Absolute TSR RSUs.
Change in Control. If a “Change in Control” of the Company (as defined in the Plan) is consummated, subject to the Executive’s continued service immediately prior to the Change in Control, then the Absolute TSR RSUs will be deemed to convert into a number of unvested time-based restricted stock units immediately prior to such Change in Control, determined by multiplying (i) the number of Absolute TSR RSUs (at target) granted to such Executive, by (ii) the applicable “vesting percentage” set forth above, determined solely based on Absolute TSR calculated as though the Performance Period ended on the date of such Change in Control with an Ending Price equal to the per-share consideration paid or payable (as applicable) in the Change in Control. The resulting time-based restricted
stock units will be eligible to vest in full on the last day of the Performance Period based solely on the Executive’s continued service through such date (or, if the Absolute TSR RSUs are not assumed, replaced or substituted in connection with the Change in Control, will vest in full upon the Change in Control).
Certain Terminations of Service.
If the Executive’s service is terminated by the Company or its affiliates (collectively, the “Company Group”) without “cause” (as defined in the Performance-Based RSU Agreement) within three (3) months prior to the consummation of a Change in Control, then, subject to the Executive’s execution of an effective release of claims, the Absolute TSR RSUs shall be deemed converted into a number of time-based restricted stock units (as described above) upon the Change in Control and will vest in full upon the consummation of such Change in Control.
If the Executive’s service is terminated by the Company Group without cause or due to the Executive’s resignation for “good reason” (as defined in the Performance-Based RSU Agreement), in either case, within twelve (12) months after the date on which a Change in Control is consummated, then subject to the Executive’s execution of an effective release of claims, all of the time-based restricted stock units into which the Absolute TSR RSUs converted upon the Change in Control shall vest in full upon the date on which the release of claims becomes effective.
If, during the Performance Period and prior to the date on which a Change in Control is consummated, the Executive’s service is terminated by reason of the Executive’s death or a termination by the Company Group due to the Executive’s “disability” (as defined in the Plan), a number of Absolute TSR RSUs will vest on the date on which the Executive’s service is terminated based on the target level of performance or, if greater and reasonably determinable at the time of the termination, based on the Company’s Absolute TSR during the Performance Period calculated as if the Performance Period had ended on the date of such termination of service.
If, during the Performance Period and on or after the date on which a Change in Control is consummated, the Executive’s service is terminated by reason of the Executive’s death or due to the Executive’s disability, all then-unvested time-based restricted stock units into which the Absolute TSR RSUs converted upon the Change in Control shall vest in full.
If, following the conclusion of the Performance Period but prior to the Measurement Date, the Executive’s service is terminated by the Company Group by reason of the Executive’s death or disability, or without cause or due to the Executive’s resignation for good reason, then (subject, in the case of a termination without cause or due to the Executive’s resignation for good reason, to the Executive’s execution of an effective release of claims), the Absolute TSR RSUs shall remain outstanding and eligible to vest upon the Measurement Date.
Except as described above, if the Executive’s service with the Company Group terminates for any reason prior to the Measurement Date, any then-unvested Absolute TSR RSUs will be cancelled and forfeited without consideration therefor and the Executive will have no further right or interest in or with respect to such forfeited Absolute TSR RSUs.
Payment. Any Absolute TSR RSUs that become vested will be paid to the Executive in shares of Company common stock or cash (as determined by the Company), in each case, as soon as administratively practicable after the vesting, but in no event later than March 15th of the calendar year following the calendar year in which the Absolute TSR RSUs vest.
Awards. The following amounts represent the number of Absolute TSR RSUs that would vest at target for each of the awards granted to the Executives:
Executive |
Target Units |
Matthew B. Jore |
116,822 |
Stephen S. Pang |
59,579 |
Patrick C. Eilers |
73,014 |
Item 9.01 Financial Statements and Exhibits
10.1 |
|
104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
AIRJOULE Technologies Corporation |
|
|
|
|
Date: February 17, 2026 |
By: |
/s/ Stephen S. Pang |
|
Name: |
Stephen S. Pang |
|
Title: |
Chief Financial Officer |
MONTANA TECHNOLOGIES CORPORATION
2024 INCENTIVE AWARD PLAN
PERFORMANCE-BASED RESTRICTED STOCK Unit Grant Notice
AirJoule Technologies Corporation (f/k/a Montana Technologies Corporation), a Delaware corporation (the “Company”), has granted to the participant listed below (“Participant”) the Restricted Stock Units (the “RSUs”) described in this Performance-Based Restricted Stock Unit Grant Notice (this “Grant Notice”), subject to the terms and conditions of the Montana Technologies Corporation 2024 Incentive Award Plan (as amended from time to time, the “Plan”) and the Restricted Stock Unit Agreement attached hereto as Exhibit A and the addendum attached thereto (the “Addendum” and, together with the Grant Notice and the Restricted Stock Unit Agreement, the “Agreement”), both of which are incorporated into this Grant Notice by reference. Each RSU is hereby granted in tandem with a corresponding Dividend Equivalent, as further described in the Agreement. Capitalized terms not specifically defined in this Grant Notice or the Agreement have the meanings given to them in the Plan.
Participant:
Grant Date:
RSUs (at Target):
Vesting Schedule:
|
Absolute TSR During the Performance Period: |
Vesting Percentage: |
Below Threshold |
|
0% |
Threshold |
|
50% |
Target |
|
100% |
Intermediate |
|
150% |
Maximum |
|
200% |
In the event that the Company’s Absolute TSR during the Performance Period falls between the Threshold and Target levels, or the Target and Intermediate levels, or the Intermediate and Maximum levels specified in the table above, the Vesting Percentage shall be interpolated on a linear basis (for clarity, if Absolute TSR falls below the Threshold level, the Vesting Percentage shall equal 0%). (b) Change in Control. Notwithstanding the foregoing, in the event that a Change in Control is consummated during the Performance Period and Participant remains in continued status |
as a Service Provider until at least immediately prior to such Change in Control, then, immediately prior to the Change in Control, the RSUs will be deemed to convert into a number of unvested time-based Restricted Stock Units (“Time-Based RSUs”) determined in accordance with clause (a) above based on an Absolute TSR calculated as though the Performance Period ended on the date of such Change in Control with an Ending Price equal to the per-Share consideration paid or payable (as applicable) in the Change in Control (as determined by the Administrator) (the “Per Share CIC Consideration”), and any RSUs that are not deemed to convert into unvested Time-Based RSUs shall be canceled and forfeited without payment of any consideration therefor immediately prior to the consummation of the Change in Control, and the Participant shall have no further right to or interest in such forfeited RSUs. For clarity, the number of unvested Time-Based RSUs shall equal (i) the number of RSUs granted hereby (at Target) multiplied by (ii) the Vesting Percentage (which shall be determined as if the Performance Period ended on the date of such Change in Control and the Per Share CIC Consideration was the Ending Price). If an Assumption of the unvested Time-Based RSUs (within the meaning of Section 8.3 of the Plan) occurs in connection with the Change in Control, then such unvested Time-Based RSUs (as continued, converted, assumed, or replaced and adjusted in connection with the Change in Control and such Assumption) will be eligible to vest in full on the last day of the Performance Period based solely on the Participant’s continued status as a Service Provider through such date or upon Participant’s Termination of Service as provided in clause (c) below; provided, however, that if no Assumption of the unvested Time-Based RSUs occurs in connection with the Change in Control, then such unvested Time-Based RSUs will vest in full upon the Change in Control. (c) Termination of Service. Notwithstanding clauses (a) and (b) above: (i) If, during the Performance Period, Participant incurs a Termination of Service by reason of Participant’s death or a termination by the Company or a Subsidiary thereof due to Participant’s Disability, then: (x) If such Termination of Service occurs prior to the date on which a Change in Control is consummated, a number of RSUs will vest on the date of such Termination of Service based on the Target level of performance (or, if greater and to the extent reasonably determinable by the Committee at the time of the Termination of Service, the Company’s Absolute TSR during the Performance Period (calculated assuming that the Performance Period ended on the date of such Termination of Service). (y) If such Termination of Service occurs on or after the date on which a Change in Control is consummated, then all then-unvested Time-Based RSUs into which the RSUs converted upon the Change in Control pursuant to clause (b) above shall vest in full upon such Termination of Service. (ii) If, during the Performance Period, Participant incurs a Termination of Service due to a termination by the Company or a Subsidiary thereof without Cause within three (3) months prior to the consummation of a Change in Control, then subject to Participant timely executing and not revoking a release of claims in a form prescribed by the Company (a “Release”) that becomes effective and irrevocable no later than sixty (60) days following the date of such Termination of Service (or such earlier date as set forth in the Release) (the date such Release becomes effective and irrevocable, the “Release Effective Date”), then the RSUs shall be deemed converted into a number of unvested Time-Based RSUs pursuant to clause (b) above immediately prior to the consummation of such Change in Control and such unvested Time-Based RSUs shall vest in full upon the consummation of such Change in Control. For the avoidance of doubt, following Participant’s Termination of Service by the Company or a Subsidiary thereof without Cause prior to |
the consummation of a Change in Control, the RSUs shall remain outstanding and eligible to vest upon a Change in Control that is consummated during the three (3)-month period immediately following the date of such Termination of Service in accordance with the preceding sentence, and shall be canceled and forfeited without payment of any consideration therefor on the three (3)-month anniversary of the date of such Termination of Service if a Change in Control is not consummated on or prior to such three (3)-month anniversary. (iii) If, during the Performance Period, Participant incurs a Termination of Service due to a termination by the Company or a Subsidiary thereof without Cause or due to Participant’s resignation for Good Reason, in either case, on or within twelve (12) months after the date on which a Change in Control is consummated, then subject to Participant timely executing and not revoking a Release that becomes effective and irrevocable no later than sixty (60) days following the date of such Termination of Service (or such earlier date as set forth in the Release), all then-unvested Time-Based RSUs into which the RSUs converted upon the Change in Control pursuant to clause (b) above shall vest in full upon the Release Effective Date. (iv) If, following the conclusion of the Performance Period but prior to the Measurement Date, Participant incurs a Termination of Service by reason of Participant’s death, a termination by the Company or a Subsidiary thereof due to Participant’s Disability or without Cause or due to Participant’s resignation for Good Reason, in any case, then (subject, in the case of a termination without Cause or resignation for Good Reason only, to Participant timely executing and not revoking a Release that becomes effective and irrevocable no later than sixty (60) days following the date of such Termination of Service (or such earlier date as set forth in the Release)), the RSUs shall remain outstanding and eligible to vest on the Measurement Date in accordance with clause (a) above, and any RSUs that do not vest on the Measurement Date shall be canceled and forfeited without payment of any consideration therefor on the Measurement Date. (d) Termination; Forfeiture. Unless earlier terminated as set forth in this Grant Notice or the Agreement, any RSUs that have not become vested on or prior to the Measurement Date will thereupon be automatically forfeited by Participant without payment of any consideration therefor. If Participant experiences a Termination of Service for any reason prior to the Measurement Date, all then-unvested RSUs (after taking into account any vesting that occurs in connection with such Termination of Service pursuant to clause (c) above, if any) will thereupon be automatically forfeited by Participant without payment of any consideration therefor. |
|
Definitions: |
For purposes hereof, the following terms shall have the respective meanings set forth below: “Absolute TSR” shall mean the compound annual growth rate of the value of one Share during the Performance Period, expressed as a percentage, calculated in accordance with the following formula:
Absolute TSR= ((Ending Price + Dividends Paid)/Beginning Price)(1/N)-1
|
|
“Cause” shall mean (i) Participant’s unauthorized use or disclosure of confidential information or trade secrets of the Company or any of its Subsidiaries or any material breach of a written agreement between Participant and the Company or any of its Subsidiaries, including without limitation a material breach of any employment, confidentiality, non-compete, non-solicit or similar agreement; (ii) Participant’s commission of, indictment for or the entry of a plea of guilty or nolo contendere by Participant to, a felony under the laws of the United States or any state thereof or any crime involving dishonesty or moral turpitude (or any similar crime in any jurisdiction outside the United States); (iii) Participant’s gross negligence or willful misconduct in the performance of Participant’s duties or Participant’s willful or repeated failure or refusal to substantially perform assigned duties; (iv) any act of fraud, embezzlement, material misappropriation or dishonesty committed by Participant against the Company or any of its Subsidiaries; or (v) any acts, omissions or statements by Participant which the Company determines to be materially detrimental or damaging to the reputation, operations, prospects or business relations of the Company or any of its Subsidiaries. “Disability” shall have the meaning set forth in the Plan. “Dividends Paid” shall mean the aggregate value of all dividends or other distributions paid or payable in respect of one Share that have an ex-dividend date occurring during the Performance Period (assuming the reinvestment of such dividends or other distributions in additional Shares on the ex-dividend date). “Ending Price” shall mean the average closing price of a Share over the 20 consecutive trading days ending on the last day of the Performance Period (or, if the last day of the Performance Period is not a trading day, ending on the last trading day to occur prior to the last day of the Performance Period). “Good Reason” shall mean the occurrence of one or more of the following events, without Participant’s written consent: (i) a material diminution in Participant’s duties, responsibilities or authority, (ii) the Company (or its Subsidiary) requires Participant to relocate Participant’s principal place of employment by more than fifty (50) miles from Participant’s principal place of work as of immediately prior to such relocation (which, for clarity, may include a remote work location in accordance with the Company’s standard practices and policies regarding remote work) other than temporary work-related travel and other than a relocation that reduces Participant’s one-way commute from his principal residence, or (iii) a material diminution in Participant’s annual base salary or target annual cash performance bonus, except in connection with proportionate across-the-board salary reductions (and corresponding target bonus deductions) imposed on substantially all of the Company’s similarly-situated employees. Notwithstanding the foregoing, Participant will not be deemed to have resigned for Good Reason unless (x) Participant provides the |
|
Company with written notice setting forth in reasonable detail the facts and circumstances alleged by Participant to constitute Good Reason within thirty (30) days following the date of the occurrence of the event constituting Good Reason, (y) the Company fails to cure the same (to the extent capable of cure) within thirty (30) days after its receipt of such notice and (z) the effective date of Participant’s termination for Good Reason occurs no later than thirty (30) days after the expiration of the Company’s cure period. “N” shall mean the quotient obtained by dividing (i) the number of days elapsed from the first day of the Performance Period through the last day of the Performance Period, by (ii) 365. “Measurement Date” shall mean the date (which shall be no later than one hundred twenty (120) days after the conclusion of such Performance Period) on which the Committee determines the Company’s Absolute TSR and the number of RSUs that have become vested hereunder. “Performance Period” shall mean the period commencing on February 11, 2026 and ending on December 31, 2028. |
By accepting (whether in writing, electronically or otherwise) the RSUs and Dividend Equivalents, Participant agrees to be bound by the terms of this Grant Notice, the Plan and the Agreement. In addition, Participant acknowledges and agrees to be bound by the forfeiture provisions related to the Restrictive Covenants (as defined on Exhibit A) set forth in Section 2.1(b) of the Agreement. Participant has reviewed the Plan, this Grant Notice and the Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of the Plan, this Grant Notice and the Agreement. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under the Plan, this Grant Notice or the Agreement.
AirJoule Technologies Corporation (f/k/a Montana Technologies Corporation) |
PARTICIPANT |
||
By: |
|
|
|
Name: |
|
[Participant Name] |
|
Title: |
|
|
|
Exhibit A
RESTRICTED STOCK UNIT AGREEMENT
Capitalized terms not specifically defined in this Restricted Stock Unit Agreement and the addendum attached thereto (the “Addendum” and, together with the Grant Notice and the Restricted Stock Unit Agreement, the “Agreement”) shall have the meanings specified in the Grant Notice or, if not defined in the Grant Notice, in the Plan.
Unsecured Promise. The RSUs and Dividend Equivalents will at all times prior to settlement represent an unsecured Company obligation payable only from the Company’s general assets.
Vesting; Forfeiture.
A-1
Settlement.
Representation. Participant represents to the Company that Participant has reviewed with Participant’s own tax advisors the tax consequences of the RSUs and Dividend Equivalents and the transactions contemplated by the Grant Notice and this Agreement. Participant is relying solely on such advisors and not on any statements or representations of the Company or any of its agents.
A-2
Tax Withholding.
(d) Participant acknowledges that Participant is ultimately liable and responsible for all taxes owed in connection with the RSUs and Dividend Equivalents, regardless of any action the Company or any Subsidiary or affiliate takes with respect to any tax withholding obligations that arise in connection with the RSUs and Dividend Equivalents. Neither the Company nor any Subsidiary or affiliate makes any representation or undertaking regarding the treatment of any tax withholding in connection with the grant, vesting or payment of the RSUs and Dividend Equivalents or the subsequent sale of Shares. The Company and its Subsidiaries and affiliates do not commit and are under no obligation to structure the RSUs and Dividend Equivalents to reduce or eliminate Participant’s tax liability.
A-3
Titles. Titles are provided herein for convenience only and are not to serve as a basis for interpretation or construction of this Agreement.
Conformity to Securities Laws. Participant acknowledges that the Plan, the Grant Notice and this Agreement are intended to conform to the extent necessary with all Applicable Laws and, to the extent Applicable Laws permit, will be deemed amended as necessary to conform to Applicable Laws.
Successors and Assigns. The Company may assign any of its rights under this Agreement to a single or multiple assignees, and this Agreement will inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer set forth in this Agreement or the Plan, this Agreement will be binding upon and inure to the benefit of the heirs, legatees, legal representatives, successors and assigns of the parties hereto.
Limitations Applicable to Section 16 Persons. Notwithstanding any other provision of the Plan or this Agreement, if Participant is subject to Section 16 of the Exchange Act, the Plan, the Grant Notice, this Agreement and the RSUs and Dividend Equivalents will be subject to any additional limitations set forth in any applicable exemptive rule under Section 16 of the Exchange Act (including any amendment to Rule 16b-3) that are requirements for the application of such exemptive rule. To the extent Applicable Laws permit, this Agreement will be deemed amended as necessary to conform to such applicable exemptive rule.
Entire Agreement. The Plan, the Grant Notice and this Agreement (including any exhibit hereto) constitute the entire agreement of the parties and supersede in their entirety all prior undertakings and agreements of the Company and Participant with respect to the subject matter hereof.
A-4
Limitation on Participant’s Rights. Participation in the Plan confers no rights or interests other than as herein provided. This Agreement creates only a contractual obligation on the part of the Company as to amounts payable and may not be construed as creating a trust. Neither the Plan nor any underlying program, in and of itself, has any assets. Participant will have only the rights of a general unsecured creditor of the Company with respect to amounts credited and benefits payable, if any, with respect to the RSUs and Dividend Equivalents, and rights no greater than the right to receive the Shares as a general unsecured creditor with respect to the RSUs and Dividend Equivalents, as and when settled pursuant to the terms of this Agreement.
Not a Contract of Employment or Service. Nothing in the Plan, the Grant Notice or this Agreement (including the Addendum) confers upon Participant any right to continue in the employ or service of the Company or its Subsidiary or affiliate or interferes with or restricts in any way the rights of the Company and its Subsidiaries and affiliates, which rights are hereby expressly reserved, to discharge or terminate the services of Participant at any time for any reason whatsoever, with or without Cause, except to the extent expressly provided otherwise in a written agreement between the Company or a Subsidiary or affiliate and Participant.
Counterparts. The Grant Notice may be executed in one or more counterparts, including by way of any electronic signature, subject to Applicable Law, each of which will be deemed an original and all of which together will constitute one instrument.
Governing Law. The Grant Notice and this Agreement will be governed by and interpreted in accordance with the laws of the State of Delaware, disregarding any state’s choice-of-law principles requiring the application of a jurisdiction’s laws other than the State of Delaware.
* * * * *
A-5
ADDENDUM
2024 INCENTIVE AWARD PLAN
Restricted STock Unit AGREEMENT
This Addendum (this “Addendum”) includes special terms and conditions applicable to Participants in the countries below. These terms and conditions are in addition to those set forth in the Restricted Stock Unit Agreement (the “Agreement”) and the Plan and to the extent there are any inconsistencies between these terms and conditions and those set forth in the Agreement, these terms and conditions shall prevail. Any capitalized term used in this Addendum without definition shall have the meaning ascribed to such term in the Plan or the Agreement, as applicable.
This Addendum also includes information relating to issues of which Participant should be aware with respect to his or her participation in the Plan. The information is based on the securities and other laws in effect in the respective countries as of June 2024. Such laws are often complex and change frequently. As a result, the Company strongly recommends that Participant not rely on the information herein as the only source of information relating to the consequences of participation in the Plan because the information may be outdated when Participant vests in the RSUs and acquires Shares, or when Participant receives payment of the Dividend Equivalents or when Participant subsequently sells Shares acquired under the Plan.
In addition, the information is general in nature and may not apply to the particular situation of Participant, and the Company is not in a position to assure Participant of any particular result. Accordingly, Participant is advised to seek appropriate professional advice as to how the relevant laws in his or her country may apply to his or her situation. Finally, if Participant is a citizen or resident of a country other than the one in which he or she is currently working, the information contained herein may not be applicable to Participant.
UAE
Addendum-1
Addendum-2