VERRA MOBILITY Corp 8-K, filed Feb 17, 2023
VERRA MOBILITY Corp (VRRM)
About this 8-K
VERRA MOBILITY Corp filed this 8-K on February 17, 2023, reporting on events of February 15, 2023.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 9.01: Financial statements and exhibits
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
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Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
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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).
☐ 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 15, 2023, Verra Mobility Corporation’s (the “Company”) Compensation Committee of the Board of Directors (the “Compensation Committee”) approved updated forms of (i) grant notice for restricted stock units and stock options awarded to participants at the senior vice president level and above under the Verra Mobility Corporation 2018 Equity Incentive Plan (the “Equity Incentive Plan”), and (ii) grant notice and award agreement for performance share units under the Equity Incentive Plan. The grant documentation was amended to adopt double trigger change in control vesting guidelines, among other things.
The Compensation Committee also approved the Verra Mobility Corporation Second Amended and Restated Short-Term Incentive Plan (the “Bonus Plan”), effective as of January 1, 2023, which amends, restates and supersedes in its entirety, the Verra Mobility Corporation Amended and Restated Corporation Short-Term Incentive Plan (the “Prior Plan”). The Bonus Plan is designed to provide annual incentive compensation to motivate, reward and retain participating Company employees (“Participants”). The Bonus Plan modifies the Prior Plan to provide that Participants must be employed as of October 1 of each plan year to be eligible for an award under the Bonus Plan and clarifies terms for partial year participation and organizational changes. The remaining provisions of the Prior Plan remain unchanged.
The foregoing descriptions of the grant documentation and Bonus Plan do not purport to be complete and are qualified in their entirety by reference to terms of those agreements, copies of which are filed herewith as Exhibits 10.1 through 10.7 to this Current Report on Form 8-K and are incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
Exhibit Number |
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Description of Exhibits |
10.1 |
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10.2 |
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10.3 |
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10.4 |
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10.5 |
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10.6 |
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10.7 |
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Verra Mobility Corporation Second Amended and Restated Short-Term Incentive Plan. |
104 |
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Cover page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: February 17, 2023 |
Verra Mobility Corporation |
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By: |
/s/ Craig Conti |
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Name: |
Craig Conti |
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Title: |
Chief Financial Officer |
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Exhibit 10.1
VERRA MOBILITY CORPORATION
NOTICE OF GRANT OF RESTRICTED STOCK UNITS
(For U.S. Participants)
Verra Mobility Corporation, a Delaware corporation (the “Company”) has granted to the Participant an award (the “Award”) of certain units pursuant to the Verra Mobility Corporation 2018 Equity Incentive Plan (the “Plan”), each of which represents the right to receive on the applicable Settlement Date one (1) share of Stock, as follows:
Participant: |
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Employee ID: |
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Date of Grant: |
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Total Number of Units: |
(each a “Unit”), subject to adjustment as provided by the Restricted Stock Units Agreement. |
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Settlement Date: |
Except as provided by the Restricted Stock Units Agreement, the date on which a Unit becomes a Vested Unit. |
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Vesting Start Date: |
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Vested Units: |
Except as provided in the Restricted Stock Units Agreement and provided that the Participant’s Service has not terminated prior to the applicable date, the number of Vested Units (disregarding any resulting fractional Unit) shall cumulatively increase on each respective date set forth below by the Vested Percentage set forth opposite such date, as follows:: |
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Vesting Date |
Vested Percentage |
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Prior to first anniversary of Vesting Start Date |
0% |
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On first anniversary of Vesting Start Date (the “Initial Vesting Date”) |
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2nd anniversary of Vesting Start Date |
25% |
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3rd anniversary of Vesting Start Date |
25% |
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4th anniversary of Vesting Start Date |
25% |
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Superseding Agreement: |
None. |
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Accelerated Vesting: |
Notwithstanding any other provision contained in this Notice of Grant or the Restricted Stock Units Agreement, the Units that have not previously become Vested Units will become Vested Units immediately prior to, but conditioned upon, the occurrence of either (i) the consummation of a Change in Control in which the Acquiror elects not to assume or continue in full force and effect the Company’s rights and obligations under this Award or substitute for this Award in connection with the Change in Control a substantially equivalent award for the Acquiror’s stock, provided that the Participant’s Service has not terminated prior to the date of the Change in Control or (ii) the cessation of the Participant’s Service as a result of a Change in Control Termination (as defined below) where, in connection with such Change in Control, the Acquiror assumes, continues or substitutes for the Award; provided in the case of clause (ii) that the Participant executes a release of claims and separation agreement with the Company (on the Company’s standard form) that becomes effective and irrevocable within the period set forth therein (which period shall not be longer than 60 days following termination of Service). |
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Change in Control Termination: |
“Change in Control Termination” means the occurrence of either of the following events within ninety (90) days prior to, upon or within twelve (12) months after the consummation of a Change in Control: (i) termination by the Company (or its successor) of the Participant’s Service for any reason other than Cause, death or |
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Disability, or (ii) the Participant’s resignation for Good Reason (as defined below) from all capacities in which the Participant is then rendering Service.
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Good Reason Definition: |
“Good Reason” means the occurrence of any of the following events or conditions, unless the Participant has expressly consented in writing thereto: (i) a material reduction in the Participant’s annual base salary; (ii) the material diminution of the Participant’s duties, responsibilities, or authority, provided that Good Reason shall not exist under this clause (ii) if such diminution of authority, duties and responsibilities is a result of the hiring of additional subordinates to assume some of the Participant’s duties and responsibilities which are in fact, in the aggregate from time to time, not a material diminution of such authority, duties and responsibilities of the Participant’s position; (iii) the Company requires that the Participant’s principal office location be moved to a location more than fifty (50) miles from the Participant’s principal office location immediately before the change without the Participant’s prior consent; or (iv) a material breach by the Company of the Participant’s employment agreement between the parties. Notwithstanding the foregoing, the Participant shall not have Good Reason for termination unless (i) the Participant reasonably determines in good faith that a “Good Reason” condition has occurred; (ii) the Participant notifies the Company in writing of the occurrence of the Good Reason condition within sixty (60) days of such occurrence; (iii) the Participant cooperates in good faith with the Company’s efforts, for a period not less than thirty (30) days following such notice (the “Cure Period”), to cure the condition; (iv) notwithstanding such efforts, the Good Reason condition continues to exist following expiration of the Cure Period as determined by the Company; and (v) the Participant terminates his employment within sixty (60) days after the end of the Cure Period. If the Company cures the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurred. |
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 Restricted Stock Units Agreement and the Plan, both of which are made a part of this document, and by the Superseding Agreement, if any. Capitalized terms used but not defined herein have the meanings set forth in the Plan or Restricted Stock Units Agreement, as applicable. The Participant acknowledges that copies of the Plan, the Restricted Stock Units 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 Restricted Stock Units Agreement and the Plan, and hereby accepts the Award subject to all of their terms and conditions.
VERRA MOBILITY CORPORATION |
PARTICIPANT |
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By: |
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[officer name] |
Signature |
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[officer title] |
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Date |
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Address: |
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Address |
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ATTACHMENTS: 2018 Equity Incentive Plan, as amended to the Date of Grant; Restricted Stock Units Agreement and Plan Prospectus
Exhibit 10.2
VERRA MOBILITY CORPORATION
NOTICE OF GRANT OF RESTRICTED STOCK UNITS
(For Non-U.S. Participants)
Verra Mobility Corporation, a Delaware corporation (the “Company”) has granted to the Participant an award (the “Award”) of certain units pursuant to the Verra Mobility Corporation 2018 Equity Incentive Plan (the “Plan”), each of which represents the right to receive on the applicable Settlement Date one (1) share of Stock, as follows:
Participant: |
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Employee ID: |
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Date of Grant: |
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Total Number of Units: |
(each a “Unit”), subject to adjustment as provided by the Restricted Stock Units Agreement. |
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Settlement Date: |
Except as provided by the Restricted Stock Units Agreement, the date on which a Unit becomes a Vested Unit. |
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Vesting Start Date: |
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Vested Units: |
Except as provided in the Restricted Stock Units Agreement and provided that the Participant’s Service has not terminated prior to the applicable date, the number of Vested Units (disregarding any resulting fractional Unit) shall cumulatively increase on each respective date set forth below by the Vested Percentage set forth opposite such date, as follows: |
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Vesting Date |
Vested Percentage |
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Prior to first anniversary of Vesting Start Date |
0% |
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On first anniversary of Vesting Start Date (the “Initial Vesting Date”) |
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2nd anniversary of Vesting Start Date |
25% |
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3rd anniversary of Vesting Start Date |
25% |
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4th anniversary of Vesting Start Date |
25% |
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Superseding Agreement: |
None. |
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Accelerated Vesting: |
Notwithstanding any other provision contained in this Notice of Grant or the Restricted Stock Units Agreement, the Units that have not previously become Vested Units will become Vested Units immediately prior to, but conditioned upon, the occurrence of either (i) the consummation of a Change in Control in which the Acquiror elects not to assume or continue in full force and effect the Company’s rights and obligations under this Award or substitute for this Award in connection with the Change in Control a substantially equivalent award for the Acquiror’s stock, provided that the Participant’s Service has not terminated prior to the date of the Change in Control or (ii) the cessation of the Participant’s Service as a result of a Change in Control Termination (as defined below) where, in connection with such Change in Control, the Acquiror assumes, continues or substitutes for the Award; provided in the case of clause (ii) that the Participant executes a release of claims and separation agreement with the Company (on the Company’s standard form) that becomes effective and irrevocable within the period set forth therein (which period shall not be longer than 60 days following termination of Service). |
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Change in Control Termination: |
“Change in Control Termination” means the occurrence of either of the following events within ninety (90) days prior to, upon or within twelve (12) months after the consummation of a Change in Control: (i) termination by the Company (or its successor) of the Participant’s Service for any reason other than Cause, death or |
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Disability, or (ii) the Participant’s resignation for Good Reason (as defined below) from all capacities in which the Participant is then rendering Service.
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Good Reason Definition: |
“Good Reason” means the occurrence of any of the following events or conditions, unless the Participant has expressly consented in writing thereto: (i) a material reduction in the Participant’s annual base salary; (ii) the material diminution of the Participant’s duties, responsibilities, or authority, provided that Good Reason shall not exist under this clause (ii) if such diminution of authority, duties and responsibilities is a result of the hiring of additional subordinates to assume some of the Participant’s duties and responsibilities which are in fact, in the aggregate from time to time, not a material diminution of such authority, duties and responsibilities of the Participant’s position; (iii) the Company requires that the Participant’s principal office location be moved to a location more than fifty (50) miles from the Participant’s principal office location immediately before the change without the Participant’s prior consent; or (iv) a material breach by the Company of the Participant’s employment agreement between the parties. Notwithstanding the foregoing, the Participant shall not have Good Reason for termination unless (i) the Participant reasonably determines in good faith that a “Good Reason” condition has occurred; (ii) the Participant notifies the Company in writing of the occurrence of the Good Reason condition within sixty (60) days of such occurrence; (iii) the Participant cooperates in good faith with the Company’s efforts, for a period not less than thirty (30) days following such notice (the “Cure Period”), to cure the condition; (iv) notwithstanding such efforts, the Good Reason condition continues to exist following expiration of the Cure Period as determined by the Company; and (v) the Participant terminates his employment within sixty (60) days after the end of the Cure Period. If the Company cures the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurred. |
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 Restricted Stock Units Agreement and the Plan, both of which are made a part of this document, and by the Superseding Agreement, if any. Capitalized terms used but not defined herein have the meanings set forth in the Plan or Restricted Stock Units Agreement, as applicable. The Participant acknowledges that copies of the Plan, the Restricted Stock Units 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 Restricted Stock Units Agreement and the Plan, and hereby accepts the Award subject to all of their terms and conditions.
VERRA MOBILITY CORPORATION |
PARTICIPANT |
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By: |
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[officer name] |
Signature |
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[officer title] |
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Date |
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Address: |
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Address |
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ATTACHMENTS: 2018 Equity Incentive Plan, as amended to the Date of Grant; Restricted Stock Units Agreement and Plan Prospectus
Exhibit 10.3
VERRA MOBILITY CORPORATION
NOTICE OF GRANT OF STOCK OPTION
(For U.S. Participants)
Verra Mobility Corporation, a Delaware corporation (the “Company”) has granted to the Participant an option (the “Option”) to purchase certain shares of Stock pursuant to the Verra Mobility Corporation 2018 Equity Incentive Plan (the “Plan”), as follows:
Participant: |
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Employee ID: |
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Date of Grant: |
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Number of Option Shares: |
, subject to adjustment as provided by the Option Agreement. |
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Exercise Price: |
$ |
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Vesting Start Date: |
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Option Expiration Date: |
The tenth anniversary of the Date of Grant |
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Tax Status of Option: |
Stock Option. (Enter “Incentive” or “Nonstatutory.” If blank, this Option will be a Nonstatutory Stock Option.) |
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Vested Shares: |
Except as provided in the Option Agreement and provided the Participant’s Service has not terminated prior to the applicable date, the number of Vested Shares (disregarding any resulting fractional share) as of any date is determined by multiplying the Number of Option Shares by the “Vested Ratio” determined as of such date, as follows: |
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Vested Ratio |
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Prior to first anniversary of Vesting Start Date |
0% |
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On first anniversary of Vesting Start Date (the “Initial Vesting Date”) |
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On 2nd anniversary of Vesting Start Date |
25% |
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On 3rd anniversary of Vesting Start Date |
25% |
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On 4th anniversary of Vesting Start Date |
25% |
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Accelerated Vesting: |
Notwithstanding any other provision contained in this Notice of Grant or the Option Agreement, the total Number of Option Shares that have not previously become Vested Shares will become Vested Shares immediately prior to, but conditioned upon, the occurrence of either (i) the consummation of a Change in Control in which the Acquiror elects not to assume or continue in full force and effect the Company’s rights and obligations under all of the Option or substitute for all of the Option in connection with the Change in Control a substantially equivalent option for the Acquiror’s stock, provided that the Participant’s Service has not terminated prior to the date of the Change in Control or (ii) the cessation of the Participant’s Service as a result of a Change in Control Termination (as defined below) where, in connection with such Change in Control, the Acquiror assumes, continues or substitutes for all of the Option; in the case of clause (ii) provided that the Participant executes a release of claims and separation agreement on the Company’s standard form in favor of the Company and its affiliates that becomes effective and irrevocable within the period set forth therein (which period shall not be longer than sixty (60) days following termination of Service). “Change in Control Termination” means the occurrence of either of the following events within ninety (90) days prior to, upon or within twelve (12) months after the consummation of a Change in Control: (i) termination by the Company (or its successor) of the Participant’s Service for any reason other than Cause, death or Disability, or (ii) the Participant’s resignation for Good Reason (as defined below) from all capacities in which the Participant is then rendering Service. “Good Reason” means the occurrence of any of the following events or conditions, unless the Participant has expressly consented in writing thereto: (i) a material |
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reduction in the Participant’s annual base salary; (ii) the material diminution of the Participant’s duties, responsibilities, or authority, provided that Good Reason shall not exist under this clause (ii) if such diminution of authority, duties and responsibilities is a result of the hiring of additional subordinates to assume some of the Participant’s duties and responsibilities which are in fact, in the aggregate from time to time, not a material diminution of such authority, duties and responsibilities of the Participant’s position; (iii) the Company requires that the Participant’s principal office location be moved to a location more than fifty (50) miles from the Participant’s principal office location immediately before the change without the Participant’s prior consent; or (iv) a material breach by the Company of the Participant’s employment agreement between the parties. Notwithstanding the foregoing, the Participant shall not have Good Reason for termination unless (i) the Participant reasonably determines in good faith that a “Good Reason” condition has occurred; (ii) the Participant notifies the Company in writing of the occurrence of the Good Reason condition within sixty (60) days of such occurrence; (iii) the Participant cooperates in good faith with the Company’s efforts, for a period not less than thirty (30) days following such notice (the “Cure Period”), to cure the condition; (iv) notwithstanding such efforts, the Good Reason condition continues to exist following expiration of the Cure Period as determined by the Company; and (v) the Participant terminates his employment within sixty (60) days after the end of the Cure Period. If the Company cures the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurred.
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Superseding Agreement: |
[None] |
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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 Option is governed by this Grant Notice and by the provisions of the Option Agreement and the Plan, both of which are made a part of this document, and by the Superseding Agreement, if any. Capitalized terms used but not defined herein have the meanings set forth in the Plan or Option Agreement, as applicable. The Participant acknowledges that copies of the Plan, the Option 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 Option Agreement and the Plan, and hereby accepts the Option subject to all of their terms and conditions.
VERRA MOBILITY CORPORATION |
PARTICIPANT |
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By: |
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[officer name] |
Signature |
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[officer title] |
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Date |
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Address: |
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Address |
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ATTACHMENTS: 2018 Equity Incentive Plan, as amended to the Date of Grant; Stock Option Agreement, Exercise Notice and Plan Prospectus
Exhibit 10.4
VERRA MOBILITY CORPORATION
NOTICE OF GRANT OF STOCK OPTION
(For Non-U.S. Participants)
Verra Mobility Corporation, a Delaware corporation (the “Company”) has granted to the Participant an option (the “Option”) to purchase certain shares of Stock pursuant to the Verra Mobility Corporation 2018 Equity Incentive Plan (the “Plan”), as follows:
Participant: |
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Employee ID: |
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Date of Grant: |
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Number of Option Shares: |
, subject to adjustment as provided by the Option Agreement. |
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Exercise Price: |
US$ |
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Vesting Start Date: |
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Option Expiration Date: |
The tenth anniversary of the Date of Grant |
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Tax Status of Option: |
Nonstatutory Stock Option. |
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Vested Shares: |
Except as provided in the Option Agreement and provided the Participant’s Service has not terminated prior to the applicable date, the number of Vested Shares (disregarding any resulting fractional share) as of any date is determined by multiplying the Number of Option Shares by the “Vested Ratio” determined as of such date, as follows: |
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Vested Ratio |
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Prior to first anniversary of Vesting Start Date |
0% |
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On first anniversary of Vesting Start Date (the “Initial Vesting Date”) |
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On 2nd anniversary of Vesting Start Date |
25% |
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On 3rd anniversary of Vesting Start Date |
25% |
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On 4th anniversary of Vesting Start Date |
25% |
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Accelerated Vesting: |
Notwithstanding any other provision contained in this Notice of Grant or the Option Agreement, the total Number of Option Shares that have not previously become Vested Shares will become Vested Shares immediately prior to, but conditioned upon, the occurrence of either (i) the consummation of a Change in Control in which the Acquiror elects not to assume or continue in full force and effect the Company’s rights and obligations under all of the Option or substitute for all of the Option in connection with the Change in Control a substantially equivalent option for the Acquiror’s stock, provided that the Participant’s Service has not terminated prior to the date of the Change in Control or (ii) the cessation of the Participant’s Service as a result of a Change in Control Termination (as defined below) where, in connection with such Change in Control, the Acquiror assumes, continues or substitutes for all of the Option; in the case of clause (ii) provided that the Participant executes a release of claims and separation agreement on the Company’s standard form in favor of the Company and its affiliates that becomes effective and irrevocable within the period set forth therein (which period shall not be longer than sixty (60) days following termination of Service). “Change in Control Termination” means the occurrence of either of the following events within ninety (90) days prior to, upon or within twelve (12) months after the consummation of a Change in Control: (i) termination by the Company (or its successor) of the Participant’s Service for any reason other than Cause, death or Disability, or (ii) the Participant’s resignation for Good Reason (as defined below) from all capacities in which the Participant is then rendering Service. “Good Reason” means the occurrence of any of the following events or conditions, unless the Participant has expressly consented in writing thereto: (i) a material reduction in the Participant’s annual base salary; (ii) the material diminution of the |
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Participant’s duties, responsibilities, or authority, provided that Good Reason shall not exist under this clause (ii) if such diminution of authority, duties and responsibilities is a result of the hiring of additional subordinates to assume some of the Participant’s duties and responsibilities which are in fact, in the aggregate from time to time, not a material diminution of such authority, duties and responsibilities of the Participant’s position; (iii) the Company requires that the Participant’s principal office location be moved to a location more than fifty (50) miles from the Participant’s principal office location immediately before the change without the Participant’s prior consent; or (iv) a material breach by the Company of the Participant’s employment agreement between the parties. Notwithstanding the foregoing, the Participant shall not have Good Reason for termination unless (i) the Participant reasonably determines in good faith that a “Good Reason” condition has occurred; (ii) the Participant notifies the Company in writing of the occurrence of the Good Reason condition within sixty (60) days of such occurrence; (iii) the Participant cooperates in good faith with the Company’s efforts, for a period not less than thirty (30) days following such notice (the “Cure Period”), to cure the condition; (iv) notwithstanding such efforts, the Good Reason condition continues to exist following expiration of the Cure Period as determined by the Company; and (v) the Participant terminates his employment within sixty (60) days after the end of the Cure Period. If the Company cures the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurred.
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Superseding Agreement: |
[None] |
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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 Option is governed by this Grant Notice and by the provisions of the Option Agreement and the Plan, both of which are made a part of this document, and by the Superseding Agreement, if any. Capitalized terms used but not defined herein have the meanings set forth in the Plan or Option Agreement, as applicable. The Participant acknowledges that copies of the Plan, the Option 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 Option Agreement and the Plan, and hereby accepts the Option subject to all of their terms and conditions.
VERRA MOBILITY CORPORATION |
PARTICIPANT |
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By: |
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[officer name] |
Signature |
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[officer title] |
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Date |
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Address: |
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Address |
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ATTACHMENTS: 2018 Equity Incentive Plan, as amended to the Date of Grant; Stock Option Agreement, Exercise Notice and Plan Prospectus
Exhibit 10.5
VERRA MOBILITY CORPORATION
PERFORMANCE SHARE UNITS
NOTICE OF GRANT AND AWARD AGREEMENT
Verra Mobility Corporation (the “Company”), pursuant to its 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: |
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Target Number of Units: |
, subject to adjustment as provided by the Agreement. |
Maximum Number of Units: |
, which is 150% of the Target Number of Units, subject to adjustment as provided by the Agreement. |
Performance Period: |
The three-year period beginning [________] and ending [_________], subject to Section 9.1 of the Agreement (the “Performance Period”). |
Performance Measure: |
Relative Total Stockholder Return (“Relative TSR”), meaning the percentile rank for the Performance Period of Company Annualized TSR versus the Annualized TSR of the Comparator Group, all as determined in accordance with Section 2 of the Agreement. |
Comparator Group: |
The group of companies determined in accordance with Appendix B (each, a “Comparator Group Company”). |
Earned Units: |
A number of Units (rounded up to the nearest whole Unit), if any (not to exceed the Maximum Number of Units), equal to the product of (i) the Target Number of Units and (ii) the Relative TSR Factor, as illustrated by Appendix A. |
Relative TSR Factor: |
A percentage (rounded to the nearest 1/100 of 1% and not greater than 150% or less than 50%) determined in accordance with Section 2 of the Agreement; provided, however, that (i) the Relative TSR Factor shall be zero percent (0%) if the Relative TSR is less than 25th percentile and (ii) the Relative TSR Factor shall not exceed 100% if the Company Absolute TSR for the Performance Period is less than zero percent (0%). Determination of the Relative TSR Factor is illustrated by Appendix A. |
Vesting Date: |
[_________], except as otherwise provided by the Agreement. |
Vested Units: |
Provided that the Participant’s Service has not terminated prior to the Vesting Date (except as otherwise provided by the |
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Agreement), the Earned Units, if any, shall become Vested Units on the Vesting Date. |
Settlement Date: |
For each Vested Unit, except as otherwise provided by the Agreement, the Settlement Date shall be the Vesting Date 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 any even no later than the 15th day of the third calendar month following the end of the Applicable Year in which the 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 decisions or interpretations of the Committee upon any questions arising under the Plan or relating to the Units.
VERRA MOBILITY CORPORATION |
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PARTICIPANT |
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By: |
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By: |
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Print Name: |
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Print Name: |
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Title: |
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Address: |
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Address: |
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2
Exhibit 10.5
APPENDIX A
ILLUSTRATION OF RELATIVE TSR FACTOR AND RESULTING NUMBER OF EARNED UNITS
Relative TSR |
Relative TSR Factor |
Earned Units |
Maximum: 75th Percentile and above |
150.00% |
1,500 |
70th Percentile |
137.5% |
1,375 |
65th Percentile |
125% |
1,250 |
60th Percentile |
112.5% |
1,125 |
Target: 55th Percentile |
100.00% |
1,000 |
50th Percentile |
91.67% |
917 |
45th Percentile |
83.33% |
833 |
40th Percentile |
75.00% |
750 |
35th Percentile |
66.67% |
667 |
30th Percentile |
58.33% |
583 |
25th Percentile |
50.00% |
500 |
Threshold: Less than 25th percentile |
0% |
0 |
APPENDIX A CONTINUED
ILLUSTRATIONS OF CALCULATION OF EARNED UNITS
PER 1,000 TARGET UNITS
Company Annualized TSR Exceeds Comparator Group 55th Percentile Annualized TSR |
||
Assumptions |
|
|
|
|
|
Company: |
|
|
Beginning Average Per Share Closing Price |
|
$15.00 |
Ending Average Per Share Closing Price |
|
$26.00 |
Dividends per Share |
|
$0.00 |
Performance Period |
|
3 years |
|
|
|
Comparator Group: |
|
|
Comparator Group 75th Percentile Annualized TSR Comparator Group 55th Percentile Annualized TSR |
|
23.00% 15.00% |
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|
|
Computations |
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|
|
|
|
Company Annualized TSR |
[($26/$15) (1/3) – 1] x 100% |
20.12% |
|
|
|
Relative TSR |
Percentile Rank vs. Comparator Group |
65th Percentile |
|
|
|
Relative TSR Factor |
((65th–55th)*2.5%)+100% |
125.00% |
|
|
|
Earned Units |
1,000 x 125.00% |
1,250 |
Company Annualized TSR Is Less Than Comparator Group 55th Percentile Annualized TSR |
||
Assumptions |
|
|
|
|
|
Company: |
|
|
Beginning Average Per Share Closing Price |
|
$15.00 |
Ending Average Per Share Closing Price |
|
$20.00 |
Dividends per Share |
|
$0.00 |
Performance Period |
|
3 years |
|
|
|
Comparator Group: |
|
|
Comparator Group 55th Percentile Annualized TSR Comparator Group 25th Percentile Annualized TSR |
|
15.00%
8.00% |
|
|
|
Computations: |
|
|
|
|
|
Company Annualized TSR |
[($20/$15) (1/3) – 1] x 100% |
10.06% |
2
|
|
|
Relative TSR |
Percentile Rank vs. Comparator Group |
40th Percentile |
|
|
|
Relative TSR Factor |
100%-((55th-40th)*1.67%) |
75% |
|
|
|
Earned Units |
1,000 x 75% |
750 |
3
Exhibit 10.5
APPENDIX B
COMPARATOR GROUP
The Comparator Group consists of all companies that, as of the Grant Date, are included in the S&P 1000 Index (i.e., the S&P Mid-Cap 400 Index and the S&P Small-Cap 600 Index) (the “Comparator Group Criteria”).
The Comparator Group established as of the Grant Date, and, if applicable, a constituent’s company’s Total Stockholder Return for the Performance Period, will only be modified during the Performance Period as follows:
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 2018 Equity Incentive Plan (the “Plan”), as amended to the Grant Date, 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 Performance Period, may result in the Participant earning as little as zero (0) Units or as many as the Maximum Number of Units. 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.
Ending Price + DividendsBeginning Price 1N— 1 x 100%
Where,
“Ending Price” is the Ending Average Per Share Closing Price of such company;
“Dividends” are the aggregate values of all dividends paid to a stockholder of record of such company with respect to one share of common stock during the Performance Period;
“Beginning Price” is the Beginning Average Per Share Closing Price of such company; and
“N” is the number of 12-month periods that have elapsed between the first day of the Performance Period and the last day of the Performance Period (which may not be a full integer if computed in connection with a Change in Control or a termination of employment under Section 9.2).
IF " DOCVARIABLE "SWDocIDLocation" 1" = "1" " DOCPROPERTY "SWDocID" WEST\300897156.5" "" WEST\300897156.5
2
Relative TSR-55 x 2.5+100%
100%-55-Relative TSR x 1.67
Notwithstanding the foregoing, the calculation of the Relative TSR Factor shall be qualified by the following:
3
In the event that the Participant’s Service terminates for any reason, with or without cause, other than as described in Section 4.3 or 4.4, the Participant shall forfeit and the Company shall automatically reacquire all Units which are not, as of the time of such termination, Vested Units, and the Participant shall not be entitled to any payment therefor.
4
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.
5
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 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.
6
7
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 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
8
rights for which the record date is prior to the date such certificate is issued, except as provided in Section 10.
9
10
Exhibit 10.6
VERRA MOBILITY CORPORATION
PERFORMANCE SHARE UNITS
NOTICE OF GRANT AND AWARD AGREEMENT
Verra Mobility Corporation (the “Company”), pursuant to its 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: |
|
Grant Date: |
|
Target Number of Units: |
, subject to adjustment as provided by the Agreement. |
Maximum Number of Units: |
, which is 150% of the Target Number of Units, subject to adjustment as provided by the Agreement. |
Performance Period: |
The three-year period beginning [________] and ending [_________], subject to Section 9.1 of the Agreement (the “Performance Period”). |
Performance Measure: |
Relative Total Stockholder Return (“Relative TSR”), meaning the percentile rank for the Performance Period of Company Annualized TSR versus the Annualized TSR of the Comparator Group, all as determined in accordance with Section 2 of the Agreement. |
Comparator Group: |
The group of companies determined in accordance with Appendix B (each, a “Comparator Group Company”). |
Earned Units: |
A number of Units (rounded up to the nearest whole Unit), if any (not to exceed the Maximum Number of Units), equal to the product of (i) the Target Number of Units and (ii) the Relative TSR Factor, as illustrated by Appendix A. |
Relative TSR Factor: |
A percentage (rounded to the nearest 1/100 of 1% and not greater than 150% or less than 50%) determined in accordance with Section 2 of the Agreement; provided, however, that (i) the Relative TSR Factor shall be zero percent (0%) if the Relative TSR is less than 25th percentile and (ii) the Relative TSR Factor shall not exceed 100% if the Company Absolute TSR for the Performance Period is less than zero percent (0%). Determination of the Relative TSR Factor is illustrated by Appendix A. |
Vesting Date: |
[_________], except as otherwise provided by the Agreement. |
Vested Units: |
Provided that the Participant’s Service has not terminated prior to the Vesting Date (except as otherwise provided by the |
|
Agreement), the Earned Units, if any, shall become Vested Units on the Vesting Date. |
Settlement Date: |
For each Vested Unit, except as otherwise provided by the Agreement, the Settlement Date shall be the Vesting Date 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 any even no later than the 15th day of the third calendar month following the end of the Applicable Year in which the 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 decisions or interpretations of the Committee upon any questions arising under the Plan or relating to the Units.
VERRA MOBILITY CORPORATION |
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PARTICIPANT |
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By: |
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By: |
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Print Name: |
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Print Name: |
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Title: |
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|
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Address: |
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Address: |
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2
Exhibit 10.6
APPENDIX A
ILLUSTRATION OF RELATIVE TSR FACTOR AND RESULTING NUMBER OF EARNED UNITS
Relative TSR |
Relative TSR Factor |
Earned Units |
Maximum: 75th Percentile and above |
150.00% |
1,500 |
70th Percentile |
137.5% |
1,375 |
65th Percentile |
125% |
1,250 |
60th Percentile |
112.5% |
1,125 |
Target: 55th Percentile |
100.00% |
1,000 |
50th Percentile |
91.67% |
917 |
45th Percentile |
83.33% |
833 |
40th Percentile |
75.00% |
750 |
35th Percentile |
66.67% |
667 |
30th Percentile |
58.33% |
583 |
25th Percentile |
50.00% |
500 |
Threshold: Less than 25th percentile |
0% |
0 |
APPENDIX A CONTINUED
ILLUSTRATIONS OF CALCULATION OF EARNED UNITS
PER 1,000 TARGET UNITS
Company Annualized TSR Exceeds Comparator Group 55th Percentile Annualized TSR |
||
Assumptions |
|
|
|
|
|
Company: |
|
|
Beginning Average Per Share Closing Price |
|
$15.00 |
Ending Average Per Share Closing Price |
|
$26.00 |
Dividends per Share |
|
$0.00 |
Performance Period |
|
3 years |
|
|
|
Comparator Group: |
|
|
Comparator Group 75th Percentile Annualized TSR Comparator Group 55th Percentile Annualized TSR |
|
23.00% 15.00% |
|
|
|
Computations |
|
|
|
|
|
Company Annualized TSR |
[($26/$15) (1/3) – 1] x 100% |
20.12% |
|
|
|
Relative TSR |
Percentile Rank vs. Comparator Group |
65th Percentile |
|
|
|
Relative TSR Factor |
((65th–55th)*2.5%)+100% |
125.00% |
|
|
|
Earned Units |
1,000 x 125.00% |
1,250 |
Company Annualized TSR Is Less Than Comparator Group 55th Percentile Annualized TSR |
||
Assumptions |
|
|
|
|
|
Company: |
|
|
Beginning Average Per Share Closing Price |
|
$15.00 |
Ending Average Per Share Closing Price |
|
$20.00 |
Dividends per Share |
|
$0.00 |
Performance Period |
|
3 years |
|
|
|
Comparator Group: |
|
|
Comparator Group 55th Percentile Annualized TSR Comparator Group 25th Percentile Annualized TSR |
|
15.00%
8.00% |
|
|
|
Computations: |
|
|
|
|
|
Company Annualized TSR |
[($20/$15) (1/3) – 1] x 100% |
10.06% |
2
|
|
|
Relative TSR |
Percentile Rank vs. Comparator Group |
40th Percentile |
|
|
|
Relative TSR Factor |
100%-((55th-40th)*1.67%) |
75% |
|
|
|
Earned Units |
1,000 x 75% |
750 |
3
Exhibit 10.6
APPENDIX B
COMPARATOR GROUP
The Comparator Group consists of all companies that, as of the Grant Date, are included in the S&P 1000 Index (i.e., the S&P Mid-Cap 400 Index and the S&P Small-Cap 600 Index) (the “Comparator Group Criteria”).
The Comparator Group established as of the Grant Date, and, if applicable, a constituent’s company’s Total Stockholder Return for the Performance Period, will only be modified during the Performance Period as follows:
VERRA MOBILITY CORPORATION
PERFORMANCE SHARE UNITS
AWARD AGREEMENT
(Non-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 2018 Equity Incentive Plan (the “Plan”), as amended to the Grant Date, 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 Performance Period, may result in the Participant earning as little as zero (0) Units or as many as the Maximum Number of Units. 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.
Ending Price + DividendsBeginning Price 1N— 1 x 100%
Where,
“Ending Price” is the Ending Average Per Share Closing Price of such company;
“Dividends” are the aggregate values of all dividends paid to a stockholder of record of such company with respect to one share of common stock during the Performance Period;
“Beginning Price” is the Beginning Average Per Share Closing Price of such company; and
“N” is the number of 12-month periods that have elapsed between the first day of the Performance Period and the last day of the Performance Period (which may not be a full integer if computed in connection with a Change in Control or a termination of employment under Section 9.2).
2
Relative TSR-55 x 2.5+100%
100%-55-Relative TSR x 1.67
Notwithstanding the foregoing, the calculation of the Relative TSR Factor shall be qualified by the following:
3
In the event that the Participant’s Service terminates for any reason, with or without cause, other than as described in Section 4.3 or 4.4, the Participant shall forfeit and the Company shall automatically reacquire all Units which are not, as of the time of such termination, Vested Units, and the Participant shall not be entitled to any payment therefor.
4
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
5
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.
6
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.
7
8
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 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.
In accepting the Award, the Participant acknowledges, understands and agrees that:
9
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.
10
11
12
ADDENDUM
VERRA MOBILITY CORPORATION
PERFORMANCE SHARE UNITS
AWARD AGREEMENT
FOR NON-US PARTICIPANTS
Terms and Conditions
This Addendum includes additional terms and conditions that govern the Award granted to the Participant under the Plan if he or she resides in one of the countries listed below. Certain capitalized terms used but not defined in this Addendum have the meanings set forth in the Plan and/or the main body of the Agreement.
Notifications
This Addendum also includes information regarding exchange controls and certain other issues of which the Participant should be aware with respect to his or her participation in the Plan. The information is based on the securities, exchange control and other laws in effect in the respective countries as of January 2023. Such laws are often complex and change frequently. As a result, the Company strongly recommends that Participant not rely on the information in this Addendum as the only source of information relating to the consequences of the Participant’s participation in the Plan because the information may be out of date at the time Participant vests in the Shares or sells the Shares acquired under the Plan.
In addition, the information contained herein is general in nature and may not apply to Participant’s particular situation and the Company is not in a position to assure the Participant of any particular result. Accordingly, the Participant is advised to seek appropriate professional advice as to how the relevant laws of the Participant’s 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 the Participant is currently working or transfers to another country after the grant of the Performance Share Units, or is considered a resident of another country for local law purposes, the information contained herein may not be applicable to Participant in the same manner. In addition, the Company shall, in its discretion, determine to what extent the terms and conditions contained herein shall apply to the Participant under these circumstances.
NETHERLANDS
Notifications
Securities Law Information. The grant of Units under the Plan is exempt or excluded from the requirement to publish a prospectus under the EU Prospectus Regulation as implemented in the Netherlands.
Prohibition Against Insider Trading. The Participant should be aware of the Dutch insider trading rules, which may affect the sale of Shares acquired under this Agreement. In particular, the Participant may be prohibited from effecting certain share transactions if the Participant has insider information regarding the Company. Below is a discussion of the applicable restrictions. The Participant is advised to read the discussion carefully to determine whether the insider rules could apply to him or her. If it is uncertain whether the insider rules apply, the Company recommends that the Participant consults with a legal advisor.
13
The Company cannot be held liable if the Participant violates the Dutch insider trading rules. The Participant is responsible for ensuring the Participant’s compliance with these rules.
Dutch securities laws prohibit insider trading. As of 3 July 2016, the European Market Abuse Regulation (MAR), is applicable in the Netherlands. For further information, the Participant is referred to the website of the Authority for the Financial Markets (AFM): https://www.afm.nl/en/sector/effectenuitgevende-ondernemingen.
Given the broad scope of the definition of insider information, certain employees of the Company working at its Dutch Participating Company may have insider information and thus are prohibited from making a transaction in securities in the Netherlands at a time when they have such insider information. By entering into and participating in this Agreement, the Participant acknowledges having read and understood the notification above and acknowledges that it is the Participant’s responsibility to comply with the Dutch insider trading rules, as discussed herein.
14
Exhibit 10.7
Verra Mobility Corporation
Second Amended and Restated
Short-Term Incentive Plan
Effective January 1, 2023
Exhibit 10.7
RECITALS
WHEREAS, the Compensation Committee of the Board of Directors (respectively, the “Compensation Committee” and the “Board”) of Verra Mobility Corporation (the “Company”) adopted and maintains the Amended and Restated Verra Mobility Corporation Short-Term Incentive Plan, dated January 1, 2022 (the “Prior Plan”), pursuant to which specified incentive benefits are provided to Participants (as defined in Section 2.1) in the form of cash on the terms and conditions set forth therein; and
WHEREAS, the Company desires to amend and restate the Prior Plan in its entirety; and
WHEREAS, the Compensation Committee has reviewed the terms and provisions hereof and found them satisfactory.
NOW, THEREFORE, effective as of January 1, 2023, the Company hereby adopts this Second Amended and Restated Short-Term Incentive Plan (the “Plan”) on the terms and conditions set forth herein, which Plan will be known as the “Verra Mobility Corporation Second Amended and Restated Short-Term Incentive Plan.”
The Plan provides the basis upon which each Participant may earn an incentive bonus for a Plan Year (an “Annual Bonus”) and, if authorized by the Board or Compensation Committee in any Plan Year, a partial payment (a “Progress Payment”) for the period of January 1 through June 30 of such Plan Year (the “First Half Period” and, together with the Plan Year, the “Measurement Periods”, or individually, a “Measurement Period”). The metrics used to determine the extent, if any, to which a Participant may earn an Annual Bonus and a Progress Payment are described in this Section 3 as further supplemented by a Participant’s Participation Notice. The Annual Bonus and Progress Payment are sometimes collectively referred to as “Bonuses” and individually as a “Bonus.”
Verra Mobility Corporation Second Amended and Restated Short-Term Incentive Plan
2
Verra Mobility Corporation Second Amended and Restated Short-Term Incentive Plan
3
Verra Mobility Corporation Second Amended and Restated Short-Term Incentive Plan
4
Verra Mobility Corporation Second Amended and Restated Short-Term Incentive Plan
5
Verra Mobility Corporation Second Amended and Restated Short-Term Incentive Plan
6
Verra Mobility Corporation Second Amended and Restated Short-Term Incentive Plan
7