Form of Employee Performance Unit Issuance Agreement
FORM OF BOOT BARN HOLDINGS, INC.
PERFORMANCE UNIT ISSUANCE AGREEMENT
THIS AGREEMENT is dated as of [___], between Boot Barn Holdings, Inc., a corporation organized under the laws of the State of Delaware (the “Company”), and the individual identified in the table below ( “Participant”).
All capitalized terms not defined in this Agreement shall have the meaning assigned to them in the Plan.
Target Number of Performance Units:
The target number of Performance Units shall be ___ (the “Target Number of Performance Units”), provided that Participant has the opportunity to earn up to _______ Performance Units (the “Maximum Number of Performance Units”) based upon achievement of the Performance Goals and the terms and conditions described herein.
The Performance Period shall be the period beginning [___], and ending [___].
The performance metric shall be [__]
Number of Performance Units that Vest
All or a portion of the Performance Units shall conditionally vest on [___] (the “Vesting Date”) if, except as otherwise provided in Section 3 below, (i) Participant remains in service with the Company through the Vesting Date and (ii) the Performance Goals, as set forth above, have been satisfied. The number of Performance Units that vest shall be determined in accordance with Section 3 below.
Notwithstanding anything herein to the contrary, any vesting references in this Agreement shall be deemed conditional and remain explicitly subject to Participant not being terminated by the Company for Cause (as defined in Section 3 below) at any time. If Participant’s employment is terminated by the Company for Cause, whether before or after the Vesting Date, the Performance Units, whether otherwise conditionally vested or unvested, shall immediately terminate.
The Shares underlying the Performance Units in which Participant vests in accordance with the vesting schedule above or in Section 3 below, shall be issued, subject to the Company’s collection of all applicable income and employment taxes required to be withheld by the Company or any Affiliate (the “Withholding Taxes”), within 60 days following the Vesting Date (the “Issuance Date”). The applicable Withholding Taxes are to be collected pursuant to the procedure set forth in Section 6 of this Agreement. The Performance Units shall not be earned until the Issuance Date.
1 Note to draft: Good Reason shall be included only for Senior Vice Presidents and above.
2 Note to draft: For certain individuals, retirement shall mean termination of employment other than for Cause after the earlier of Participant’s attainment of (a) age 60 with 5 consecutive years of service with the Company or its Affiliates or (b) age 65.
IN WITNESS WHEREOF, the parties have entered into this Performance Unit Issuance Agreement on the date first set forth above.
BOOT BARN HOLDINGS, INC.
[Signature Page to Performance Unit Issuance Agreement]