Form of Non-Employee Director Restricted Stock Unit Award Agreement
Exhibit 10.33
NON-EMPLOYEE DIRECTOR RESTRICTED STOCK UNIT GRANT NOTICE
[Time-Based]
Skillsoft Corp., a Delaware corporation (the “Company”), pursuant to its 2020 Omnibus Incentive Plan, as it may be amended and restated from time to time (the “Plan”), hereby grants to the Participant set forth below the number of time-based Restricted Stock Units set forth below (the “RSUs”). The RSUs are subject to all of the terms and conditions as set forth in this Non-Employee Director Restricted Stock Unit Grant Notice (this “Grant Notice”), in the Non-Employee Director Restricted Stock Unit Agreement (attached hereto), and in the Plan, all of which are incorporated herein in their entirety. Capitalized terms not otherwise defined herein shall have the meanings set forth in the Plan.
Participant:
Date of Grant:
Vesting Commencement Date:
Number of Restricted Stock Units:
Vesting Schedule: Subject to Section 2(a) of the Non-Employee Director Restricted Stock Unit Agreement, one hundred percent (100%) of the RSUs will vest on the earlier of the (i) one year anniversary of the Vesting Commencement Date or (ii) the date of the Company’s next annual stockholder meeting following the Date of Grant, provided that the Participant continues to serve as a member of the Company’s Board on the applicable vesting date.
Dividend Equivalents: The RSUs shall be credited with dividend equivalent payments, as provided in Section 13(c)(iii) of the Plan.
Acknowledgments: The Participant acknowledges receipt of this Grant Notice, the Non-Employee Director Restricted Stock Unit Agreement and the Plan and, as an express condition to the grant of the RSUs hereunder, agrees to bound by the terms of this Grant Notice, the Non-Employee Director Restricted Stock Unit Agreement and the Plan. The Participant further acknowledges and agrees that (a) this Grant Notice may be executed in two or more counterparts, each of which will be an original and all of which together will constitute one and the same instrument, (b) this Grant Notice may be executed and exchanged using facsimile, portable document format (PDF) or electronic signature, which, in each case, will constitute an original signature for all purposes hereunder, and (c) such signature by the Company will be binding against the Company and will create a legally binding agreement when this Grant Notice is countersigned by the Participant.
* * *
[Signature page follows]
Participant
SKILLSOFT CORP.
By:
Name:
Title:
[Signature page to Non-Employee Director Restricted Stock Unit Grant Notice (Time-Based)]
NON-EMPLOYEE DIRECTOR RESTRICTED STOCK UNIT AGREEMENT
[Time-Based]
Pursuant to the Non-Employee Director Restricted Stock Unit Grant Notice (the “Grant Notice”) delivered to the Participant (as defined in the Grant Notice), and subject to the terms of this Non-Employee Director Restricted Stock Unit Agreement (this “Agreement”) and the Skillsoft Corp. 2020 Omnibus Incentive Plan, as it may be amended and restated from time to time (the “Plan”), Skillsoft Corp., a Delaware corporation (the “Company”), and the Participant agree as follows. Capitalized terms not otherwise defined herein shall have the same meanings as set forth in the Plan.