Form of Archrock, Inc. Award Notice and Agreement for Restricted Stock Units for Non-Employee Directors
LONG-TERM INCENTIVE AWARD NOTICE AND AGREEMENT
Restricted Stock Unit 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.
March 5, 2021
Restricted Stock Units
Archrock, Inc. 2020 Stock Incentive Plan
2020 Stock Incentive Plan Prospectus
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.
You will have no rights as a stockholder with respect to the Award unless and until the Award vests and shares of Common Stock are issued to you. The Restricted Stock Units issued under the Award will be registered by credit to a bookkeeping account maintained by the Company.
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
A dividend equivalent right (a “DER”) is granted in tandem with each Restricted Stock Unit granted hereunder and is subject to the same terms as the associated Restricted Stock Unit. A DER is a right to receive the equivalent value in cash of any dividend (including any extraordinary or non-recurring dividend) paid on a share of Common Stock (the “Dividend Equivalent”).
The DER shall remain outstanding from the Grant Date until the earlier of the Settlement Date (as defined below) or the forfeiture of the Restricted Stock Unit to which it corresponds (the “DER Period”).
During the DER Period and no later than thirty (30) days following the date on which a dividend is paid to the Company’s stockholders, the Dividend Equivalent on each outstanding Restricted Stock Unit shall be credited and entered into a bookkeeping account on your behalf.
Dividend Equivalent book entry credits shall be forfeited if the associated Restricted Stock Unit is forfeited.
Upon the Settlement Date of a vested Restricted Stock Unit, the book-entry Dividend Equivalents payable on such Restricted Stock Units shall be paid in cash in a single lump sum no later than sixty (60) days following the Settlement Date. Upon expiration of the DER Period, the DERs on the Unit shall automatically terminate and no further Dividend Equivalents shall be allocated thereunder.
In lieu of recording income on each Vest Date, you were offered an opportunity to make an election (a “Deferral Election”) to defer delivery of the shares payable under the Award to a later date as set forth in the election form previously provided to you (the “Deferral Election Form”). Any Deferral Election must have been made prior to the end of the calendar year immediately preceding the Grant Date of the Award, and such election is and was irrevocable once made. The Award Notice and the Deferral Election Form are intended to comply with all requirements of Section 409A of the Code and shall be interpreted and construed in conformity with such intent.
Unless you have made a Deferral Election, upon or as soon as practicable after each Vest Date, a share of Common Stock will be issued to you for each Restricted Stock Unit that becomes vested. If you have previously made a valid deferral election covering this award of Restricted Stock Units (a “Deferral Election”) in accordance with the election form previously provided to you (the “Deferral Election Form”), payment shall be made at the time set forth in such Deferral Election Form.
The date on which the shares of Common Stock are issued to you in accordance with the foregoing is referred to herein as the “Settlement Date.”
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.