RESTRICTED STOCK UNIT AWARD AGREEMENT
UNDER THE DESTINATION MATERNITY CORPORATION
AMENDED AND RESTATED 2005 EQUITY INCENTIVE PLAN
THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this Agreement) is made by and between Destination Maternity Corporation, a Delaware corporation, (the Company) and David Helkey (the Grantee).
WHEREAS, the Company maintains the Destination Maternity Corporation Amended and Restated 2005 Equity Incentive Plan, as amended from time to time (the Plan) for the benefit of its employees, directors, consultants, and other individuals who provide services to the Company; and
WHEREAS, the Plan permits the grant of Restricted Stock Units; and
WHEREAS, to compensate the Grantee for his or her service with the Company and to further align the Grantees financial interests with those of the Companys other stockholders, the Board approved this Award of Restricted Stock Units effective on [●], 2019.
NOW, THEREFORE, in consideration of these premises and the agreements set forth herein, the parties, intending to be legally bound hereby, agree as follows:
1. Award of Time-Vesting Based Restricted Stock Units.
(a) Award. The Company hereby awards the Grantee [●] Restricted Stock Units, subject to adjustment as set forth in Section 5 of this Agreement and Section 3(c) of the Plan and subject further to the restrictions and on the terms and conditions set forth in this Agreement (the Restricted Stock Units). The terms of the Plan are hereby incorporated into this Agreement by this reference, as though fully set forth herein. Except as otherwise provided herein, capitalized terms herein will have the same meaning as defined in the Plan.
2. Vesting of Restricted Stock Units.
(a) Vesting. The Restricted Stock Units shall vest and become settled as provided in Section 3 in four equal, annual installments, on the first, second, third, and fourth anniversaries of the Effective Date, as such term is defined in the Executive Employment Agreement between the Company and Grantee, dated January [●], 2019 (the Employment Agreement), in each case, subject to Grantees continued service through each such vesting date. To the extent so vested, each Restricted Stock Unit represents an unfunded, unsecured right of the Grantee to receive one Share at a specified time. Unless otherwise provided herein, upon cessation of Grantees service with the Company, Grantee shall immediately forfeit all unvested Restricted Stock Units, with no further compensation to Grantee.
(b) Change in Control. In the event that within eighteen (18) months following the consummation of a Change in Control, the Grantees employment is terminated in a Qualifying Termination (as such term is defined in the Employment Agreement), all of Grantees unvested Restricted Stock Units shall immediately become vested and settled pursuant to Section 3, as of the effective date of such Qualifying Termination.