| || |
Number of Restricted Stock Units subject to Award:
Date of Grant:
BRIGHT HORIZONS FAMILY SOLUTIONS INC.
2012 OMNIBUS LONG-TERM INCENTIVE PLAN, AS AMENDED AND RESTATED AS OF
MAY 29, 2019
RESTRICTED STOCK UNIT AGREEMENT (DIRECTORS)
This agreement (this Agreement) evidences an award (the Award) of restricted stock units (the Restricted Stock Units) granted by Bright Horizons Family Solutions Inc. (the Company) to the undersigned (the Grantee) pursuant to the Bright Horizons Family Solutions Inc. 2012 Omnibus Long-Term Incentive Plan, as Amended and Restated as of May 29, 2019 (as amended from time to time, the Plan), which is incorporated herein by reference.
1. Grant of Restricted Stock Units. On the date of grant set forth above (the Grant Date) the Company hereby grants to the Grantee an award consisting of the right to receive on the terms provided herein and in the Plan, one share of Stock with respect to each Restricted Stock Unit forming part of the Award, in each case, subject to adjustment pursuant to Section 7 of the Plan in respect of transactions occurring after the date hereof.
2. Meaning of Certain Terms. Each initially capitalized term used but not separately defined herein has the meaning assigned to such term in the Plan.
3. Vesting. [●].
4. Delivery of Stock. The Award shall be settled on the earliest of (a) the termination of the Grantees service as a member of the Board, (b) the fifth anniversary of the Grant Date, and (c) a Covered Transaction that meets the requirements of a change in control event as defined in Section 1.409A-3(i)(5) of the Treasury Regulations. Subject to the provisions of the Plan, within thirty (30) days of such event, in settlement of the Award, the Company shall deliver to the Grantee a stock certificate for that number of shares of Stock equal to the number of Restricted Stock Units covered by the Award. For purposes of this Section 4, the Grantee will not be deemed to terminate service as a member of the Board unless the Grantee has experienced a separation from service as defined in Section 1.409A-1(h) of the Treasury Regulations (after giving effect to the presumptions contained therein) from the Company and from all corporations and trades or businesses, if any, that would be treated as a single service recipient with the Company under Section 1.409A-1(h)(3) of the Treasury Regulations.
5. Dividends; Other Rights. The Award shall not be interpreted to bestow upon the Grantee any equity interest or ownership in the Company or any Affiliate prior to the date on which the Company delivers shares of Stock to the Grantee. The Grantee is not entitled to vote any shares of Stock by reason of the granting of the Award or to receive or be credited with any dividends declared and payable on any share of Stock prior to the date on which any such share is delivered to the Grantee hereunder. The Grantee shall have the rights of a shareholder only as to those shares of Stock, if any, that are actually delivered under the Award.