Clarios International Inc.
DIRECTOR RESTRICTED STOCK UNIT AWARD AGREEMENT
This Director Restricted Stock Unit Award Agreement (Agreement) is entered into by and between Clarios International Inc. (the Company) and the participant whose name appears below (the Participant) in order to set forth the terms and conditions of Director Restricted Stock Units (the DRSUs) granted to the Participant under the Clarios International Inc. 2021 Long-Term Incentive Plan (the Plan).
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Date of Grant
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Number of DRSUs
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| ||[●] || ||[●] || ||The DRSUs shall become fully vested on the first to occur of (i) the date of the annual general meeting of the Companys shareholders occurring in the year following the year of the Date of Grant and (ii) the first anniversary of the Date of Grant.1|
Subject to the attached Terms and Conditions and the terms of the Plan, which are incorporated herein by reference, the Company hereby grants to the Participant, on the Date of Grant, the number of DRSUs, with the Vesting Schedule as set forth above. Capitalized terms used but not otherwise defined herein or in the attached Terms and Conditions shall have the meanings ascribed to such terms in the Plan.
IN WITNESS WHEREOF, the Company has duly executed and delivered this Agreement as of the Date of Grant.
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|CLARIOS INTERNATIONAL INC. || || || ||PARTICIPANT|
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|By: || || |
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| || ||Name: [●] || || || ||Name: [●]|
| || ||Title: [●] || || || |
PLEASE RETURN ONE SIGNED COPY OF THIS AGREEMENT TO:
Clarios International Inc.
5757 N Green Bay Avenue
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For the IPO grants, to vest at the first annual stockholder meeting following the IPO.
Clarios International Inc.
CLARIOS INTERNATIONAL INC. 2021 LONG-TERM INCENTIVE PLAN
Terms and Conditions of DRSU Grant
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GRANT OF DRSUs. The DRSUs have been granted to the Participant as an incentive for the Participant to continue to provide services to the Company and its Subsidiaries, and to align the Participants interests with those of the Company. Each DRSU corresponds to one Common Share. Each DRSU constitutes a contingent and unsecured promise by the Company to deliver the cash equivalent of one Common Share on the settlement date, as set forth in Section 3.
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VESTING; FORFEITURE. The DRSUs shall vest in accordance with the Vesting Schedule, subject to the Participants continuous service with the Company and its Subsidiaries through the applicable vesting date; provided, that the DRSUs shall vest upon the earliest of (i) the Participants Separation from Service due to the Participants death or physical or mental incapacity to perform his or her usual duties, with such condition likely to remain continuously and permanently, as determined by the Company and (ii) a Change in Control. All unvested DRSUs shall otherwise be immediately forfeited upon the Participants Separation from Service for any reason. All DRSUs, whether vested or unvested, shall be immediately forfeited upon the Participants breach of any restrictive covenants to which the Participant is subject with respect to the Company or its Affiliates.
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SETTLEMENT. Except as otherwise set forth in the Plan, vested DRSUs will be settled in cash, with the amount of cash delivered determined using the Fair Market Value of the Common Shares on the date the DRSUs are settled. The vested DRSUs shall be settled on the date that is no later than forty-five (45) days following the earlier of (i) the Participants Separation from Service and (ii) a Change in Control (provided that such Change in Control constitutes a change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the Companys assets (in either case, as defined in Section 409A of the Code)), as determined in the Committees sole discretion.
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DIVIDEND EQUIVALENT PAYMENTS. Until the DRSUs settle in cash, if the Company pays a dividend on Common Shares, the Participant will be entitled to a payment in the same amount as the dividend the Participant would have received if he or she held Common Shares in respect of his or her vested and unvested DRSUs held but not previously forfeited immediately prior to the record date of the dividend (a Dividend Equivalent). No such Dividend Equivalents will be paid to the Participant with respect to any DRSU that is thereafter cancelled or forfeited prior to the applicable vesting date. The Committee will determine the form of payment in its sole discretion and may pay Dividend Equivalents in Common Shares, cash or a combination thereof. The Company will pay the Dividend Equivalents on vested DRSUs within forty-five (45) days following the earlier of (i) the Participants Separation from Service and (ii) a Change in Control (provided that such Change in Control constitutes a change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the Companys assets (in either case, as defined in Section 409A of the Code)), as determined in the Committees sole discretion.
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Entire Agreement. This Agreement and the Plan contain all of the understandings between the Company and the Participant concerning the DRSUs granted hereunder and supersede all prior agreements and understandings.
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Successors. This Agreement shall be binding upon and inure to the benefit of any successor or successors of the Company and any person or persons who shall, upon the Participants death, acquire any rights hereunder in accordance with this Agreement or the Plan.
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Governing Law. To the extent not preempted by federal law, this Agreement shall be construed in accordance with and governed by the laws of the State of Delaware, without regard to any conflicts or choice of law, rule or principle that might otherwise refer the interpretation of the award to the substantive law of another jurisdiction.
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Compliance with Section 409A of the Internal Revenue Code. The DRSUs are intended to comply with Section 409A of the Code (Section 409A) to the extent subject thereto, and shall be interpreted in accordance with Section 409A and treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Date of Grant. The Company reserves the right to modify the terms of this Agreement, including, without limitation, the payment provisions applicable to the DRSUs, to the extent necessary or advisable to comply with Section 409A and reserves the right to make any changes to the DRSUs so that the DRSUs do not become deferred compensation under Section 409A.
For purposes of this Agreement, each amount to be paid or benefit to be provided shall be construed as a separate identified payment for purposes of Section 409A.
Notwithstanding any provision in the Plan or this Agreement to the contrary, if the Participant is a specified employee and a payment subject to Section 409A (and not excepted therefrom) to the Participant is due upon Separation from Service, such payment shall be delayed for a period of six (6) months after the date the Participant Separates from Service (or, if earlier, the death of the Participant). Any payment that would otherwise have been due or owing during such six-month period will be paid immediately following the end of the six-month period unless another compliant date is specified in the applicable agreement. If the DRSUs include a series of installment payments (within the meaning of Treas. Reg. § 1.409A-2(b)(2)(iii)), the Participants right to such series of installment payments shall be treated as a right to a series of separate payments and not as a right to a single payment, and if the DRSUs include dividend equivalents (within the meaning of Treas. Reg. § 1.409A-3(e)), the Participants right to such dividend equivalents shall be treated separately from the right to other amounts under the DRSUs.
Notwithstanding any provision of the Plan or this Agreement to the contrary, in no event shall the Company or an Affiliate be liable to the Participant on account of failure of the DRSUs to (i) qualify for favorable U.S. or foreign tax treatment or
(ii) avoid adverse tax treatment under U.S. or foreign law, including, without limitation, under Section 409A.