ENDEAVOR GROUP HOLDINGS, INC.
2019 INCENTIVE AWARD PLAN
RESTRICTED STOCK UNIT AWARD AGREEMENT
THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this Agreement), is entered into as of , 2019 (the Date of Grant), by and between Endeavor Group Holdings, Inc., a Delaware corporation (the Company), and (the Participant). Capitalized terms used in this Agreement and not otherwise defined herein have the meanings ascribed to such terms in the Endeavor Group Holdings, Inc. 2019 Incentive Award Plan, as amended, restated or otherwise modified from time to time in accordance with its terms (the Plan).
WHEREAS, the Company has adopted the Plan, pursuant to which restricted stock units (RSUs) may be granted; and
WHEREAS, the Committee has determined that it is in the best interests of the Company and its stockholders to grant the RSUs provided for herein to the Participant on the terms and subject to the conditions set forth herein.
NOW, THEREFORE, for and in consideration of the premises and the covenants of the parties contained in this Agreement, and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto, for themselves, their successors and assigns, hereby agree as follows:
1. Grant of Restricted Stock Units.
(a) Grant. The Company hereby grants to the Participant a total of RSUs, on the terms and subject to the conditions set forth in this Agreement and as otherwise provided in the Plan. The RSUs shall vest in accordance with Section 2 hereof. The RSUs shall be credited to a separate book-entry account maintained for the Participant on the books of the Company.
(b) Incorporation by Reference. The provisions of the Plan are incorporated herein by reference. Except as otherwise expressly set forth herein, this Agreement shall be construed in accordance with the provisions of the Plan and any interpretations, amendments, rules and regulations promulgated by the Committee from time to time pursuant to the Plan. The Committee shall have final authority to interpret and construe the Plan and this Agreement and to make any and all determinations under them, and its decision shall be binding and conclusive upon the Participant and the Participants beneficiary in respect of any questions arising under the Plan or this Agreement. The Participant acknowledges that the Participant has received a copy of the Plan and has had an opportunity to review the Plan and agrees to be bound by all the terms and provisions of the Plan.
2. Vesting; Settlement.
(a) Except as may otherwise be provided herein, the RSUs shall vest as follows: (each such date of vesting, a Vesting Date). Any fractional RSU resulting from the application of the vesting schedule shall be aggregated and the RSU resulting from such aggregation shall vest on the final Vesting Date. Upon vesting, the RSUs shall no longer be subject to cancellation pursuant to Section 3 hereof.