Form of Archrock, Inc. Award Notice and Agreement for Restricted Stock for Non-Employee Directors
Exhibit 10.101
ARCHROCK, INC.
LONG-TERM INCENTIVE AWARD NOTICE AND AGREEMENT
Restricted Stock Schedule – Non-Employee Directors
Archrock, Inc. (the “Company”) has granted to you (the “Participant”) an equity award (the “Award”) under the Archrock, Inc. 2020 Stock Incentive Plan (as may be amended from time to time, the “Plan”). All capitalized terms not explicitly defined in the Terms and Conditions and in this Schedule (together constituting the Long-Term Incentive Award Notice and Agreement (the “Award Notice”)) shall have the respective meanings ascribed to them in the Plan.
Grant Date | March 5, 2021 |
Award Type | Restricted Stock |
Important Documents | Archrock, Inc. 2020 Stock Incentive Plan 2020 Stock Incentive Plan Prospectus |
Vesting Schedule | One-quarter of the Award will vest on each of the following dates: March 5, 2021, June 1, 2021, September 1, 2021 and December 1, 2021 (each such date a “Vest Date”). Except as set forth below, you must remain in continuous service as a Director of the Company or one of its Affiliates at all times from the Grant Date up to and including the applicable Vest Date for the applicable portion of the Award to vest. |
Stockholder Rights | The Company will register the shares of Restricted Stock in your name. You will have the right to vote your shares of Restricted Stock; however, the Company will withhold delivery of your shares until they are vested. |
Termination of Service – Voluntary or Involuntary | If you incur a Termination of Service as a Director for any reason (other than death or Disability), the unvested portion of your Award (after taking into account any accelerated vesting that occurs in connection with such termination, if any) will be automatically forfeited on the date of such termination unless the Committee directs otherwise. |
Termination of Service – Death or Disability | If you incur a Termination of Service due to death or Disability, the unvested portion of your Award will immediately vest in full and all restrictions applicable to your Award will cease as of that date. |
Dividends / Dividend Equivalent Rights | You will have the right to receive dividends, if any, with respect to your Restricted Stock, regardless of vesting. Dividends will cease to be paid upon the forfeiture or sale of shares. |
Payment | Upon each Vest Date, the shares of Restricted Stock that become vested will be released to you without restriction and recorded as income to you (valued at the Fair Market Value on the Vest Date). |
83(b) Election | In lieu of recording income on each Vest Date, you may make a Section 83(b) election, in which case, the grant date Fair Market Value of the Award will be recorded as income and will be taxable to you as of the grant date. You must provide a copy of such election to the Company promptly after filing such election with the IRS. You are encouraged to seek the advice of a tax planning professional prior to making a Section 83(b) election. |
ARCHROCK, INC.
LONG-TERM INCENTIVE AWARD NOTICE AND AGREEMENT
Terms and Conditions
Archrock, Inc. (the “Company”) has granted to you (the “Participant”) an equity award (the “Award”) under the Archrock, Inc. 2020 Stock Incentive Plan (as may be amended from time to time, the “Plan”). All capitalized terms not explicitly defined in these Term and Conditions and the Schedule (together constituting the Long-Term Incentive Award Notice and Agreement (the “Award Notice”) but defined in the Plan shall have the respective meanings ascribed to them in the Plan.
The material terms of your Award are provided below and in the Schedule.
To satisfy the Required Withholding for Employees, the Company and its Affiliates shall withhold
a.a sufficient amount of cash payable to you in connection with the payment of Dividend Equivalents, and
b,prior to the delivery of shares of Common Stock, a sufficient number of shares otherwise issuable to you (which shall be determined in a manner consistent with the Plan and, as determined by the Committee in its discretion, in an amount no less than the minimum and no greater than the maximum Required Withholding) with all such shares valued at their Fair Market Value on the date of vesting.
If you are a Director or non-employee Contractor, the Company and its Affiliates shall not withhold cash or shares of Common Stock pursuant to this Award and any associated Dividend Equivalents; the payment of the Required Withholding shall be the responsibility of such individual.
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