Form of Restricted Stock Unit Award Agreement (Non-Employee Director)
Exhibit 10.14
FLOWCO HOLDINGS INC.
2025 EQUITY AND INCENTIVE PLAN
Restricted Stock Unit Award Notice
(Non-Employee Directors)
[Name of Director]
You have been awarded a Restricted Stock Unit Award with respect to shares of Class A Common Stock of Flowco Holdings Inc., a Delaware corporation (the Company), pursuant to the terms and conditions of the Flowco Holdings Inc. 2025 Equity and Incentive Plan (the Plan) and the Restricted Stock Unit Award Agreement (together with this Award Notice, the Agreement). Copies of the Plan and the Restricted Stock Unit Award Agreement are attached hereto. Capitalized terms not defined herein shall have the meanings specified in the Plan or the Agreement.
Restricted Stock Unit Award: | You have been awarded a Restricted Stock Unit Award with respect to [ ] shares of Class A Common Stock, par value $0.0001 per share (Common Stock), subject to adjustment as provided in the Plan. | |
Grant Date: | [ ] | |
Vesting: | Except as otherwise provided in the Plan, the Agreement or any other agreement between the Company or any of its Subsidiaries and Holder in effect as of the Grant Date, this Restricted Stock Unit Award shall vest in twelve (12) equal installments on each quarterly anniversary of the consummation of the Initial Public Offering, ending on the three-year anniversary of the consummation of the Initial Public Offering, if, and only if, (i) the closing of the Initial Public Offering has occurred and (ii) you are, and have been, continuously serving as (A) a Non-Employee Director or (B) an advisor or consultant to the Company or any of its Subsidiaries from the date of this Agreement through and including the applicable vesting date as set forth in the Agreement. |
FLOWCO HOLDINGS INC. | ||
By: |
| |
Name: | ||
Title: |
Acknowledgment, Acceptance and Agreement:
By signing below and returning this Award Notice to Flowco Holdings Inc., I hereby accept the Award granted to me and acknowledge and agree to be bound by the terms and conditions of this Award Notice, the Agreement and the Plan.
| Date: | |||||
Holder |
FLOWCO HOLDINGS INC.
2025 EQUITY AND INCENTIVE PLAN
RESTRICTED STOCK UNIT AWARD AGREEMENT
Flowco Holdings Inc., a corporation organized under the laws of the State of Delaware (the Company), hereby grants to the individual (the Holder) named in the award notice attached hereto (the Award Notice) as of the date set forth in the Award Notice (the Grant Date), pursuant to the provisions of the Flowco Holdings Inc. 2025 Equity and Incentive Plan (the Plan), a Restricted Stock Unit Award (the Award) with respect to the number of shares of the Companys Class A Common Stock, par value $0.0001 per share (Common Stock), set forth in the Award Notice (such shares of Common Stock, the Shares), upon and subject to the restrictions, terms and conditions set forth in the Plan and this Restricted Stock Unit Award Agreement (the Agreement). Capitalized terms not defined herein shall have the meanings specified in the Plan.
1. Award Subject to Acceptance of Agreement. The Award shall be null and void unless the Holder accepts this Agreement by executing the Award Notice in the space provided therefor and returning an original execution copy of the Award Notice to the Company or, if applicable, electronically accepting this Agreement within the Holders stock plan account with the Companys stock plan administrator according to the procedures then in effect.
2. Rights as a Stockholder; Dividends. The Holder shall not be entitled to any rights and privileges of ownership with respect to the Shares subject to the Award unless and until, and only to the extent, such Shares become vested pursuant to Section 3 hereof and the Holder becomes a stockholder of record with respect to such Shares. As of each date on which the Company pays a cash dividend to record owners of Shares (a Dividend Date), the Holder shall have no entitlement to receive such cash dividend, and the number of Shares subject to the Award shall increase by (i) the product of the total number of Shares subject to the Award immediately prior to such Dividend Date multiplied by the dollar amount of the cash dividend paid per Share by the Company on such Dividend Date, divided by (ii) the Fair Market Value of a Share on such Dividend Date. Any such additional Shares shall be subject to the same vesting conditions and payment terms set forth herein as the Shares to which they relate. The Award includes a right to dividend equivalents equal to the value of any dividends paid on the Common Stock for which the dividend record date occurs between the Grant Date and the date the Award is settled or forfeited. Subject to vesting, each dividend equivalent entitles the Holder to receive the equivalent cash value of any such dividends paid on the number of Shares underlying the Award that are outstanding during such period. Dividend equivalents will be accrued (without interest) and will be subject to the same conditions as the Shares to which they are attributable, including, without limitation, the vesting conditions, the provisions governing the time and form of settlement of the Award.
3. Restriction Period, Vesting and Forfeiture.
3.1. Service-Based Vesting Condition. Except as otherwise provided in this Section 3, the Award shall vest in accordance with the vesting schedule set forth in the Award Notice. The period of time prior to the full vesting of the Award is referred to herein as the Restriction Period.
3.2. Cessation of Board Service. Except as set forth in this Agreement, if the Holder ceases to serve as (A) a Non-Employee Director or (B) any advisor or consultant (including as an advisory director) of the Company or any of its Subsidiaries for any reason prior to the end of the Restriction Period and prior to a Change in Control, then the unvested portion of the Award shall be immediately and automatically forfeited by the Holder and cancelled by the Company for no consideration.
3.3. Change in Control. In the event of a Change in Control prior to the end of the Restriction Period, (i) any unvested portion of the Award vesting within the calendar year in which such event of a Change in Control occurs shall vest as of the date of the event of a Change in Control and shall be settled within 60 days following such event of a Change in Control and (ii) any other remaining unvested portions of the Award shall continue to vest in accordance with the terms of the Award; provided, however, if the Award is non-qualified deferred compensation within the meaning of Section 409A of the Code, and the Change in Control is not a change in control event within the meaning of Section 409A of the Code, then the Award shall be vested but shall be settled upon the earlier of (x) the Holders cessation of Board service for any reason and (y) the normal vesting dates.
4. Issuance or Delivery of Shares. Except as otherwise provided for herein, within 60 days after the vesting of the Award, the Company shall issue or deliver, subject to the conditions of this Agreement, the vested shares of Stock to the Holder. Such issuance or delivery shall be evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company. The Company shall pay all original issue or transfer taxes and all fees and expenses incident to such issuance or delivery. Prior to the issuance to the Holder of the shares of Stock subject to the Award, the Holder shall have no direct or secured claim in any specific assets of the Company or in such shares of Stock, and will have the status of a general unsecured creditor of the Company.
5. Transfer Restrictions and Investment Representation.
5.1. Non-Transferability of Award. The Award may not be transferred by the Holder other than by will or the laws of descent and distribution or pursuant to beneficiary designation procedures approved by the Company. Except to the extent permitted by the foregoing sentence, the Award may not be sold, transferred, assigned, pledged, hypothecated, encumbered or otherwise disposed of (whether by operation of law or otherwise) or be subject to execution, attachment or similar process. Upon any attempt to so sell, transfer, assign, pledge, hypothecate, encumber or otherwise dispose of the Award, the Award and all rights hereunder shall immediately become null and void.
5.2. Investment Representation. The Holder hereby covenants that (a) any sale of any share of Stock acquired upon the vesting of the Award shall be made either pursuant to an effective registration statement under the Securities Act of 1933, as amended (the Securities Act), and any applicable state securities laws, or pursuant to an exemption from registration under the Securities Act and such state securities laws and (b) the Holder shall comply with all
regulations and requirements of any regulatory authority having control of or supervision over the issuance of the shares and, in connection therewith, shall execute any documents which the Committee shall in its sole discretion deem necessary or advisable.
6. Additional Terms and Conditions of Award.
6.1. Taxation. The Holder understands that the Holder is solely responsible for all tax consequences to the Holder in connection with this Award. The Holder represents that the Holder has consulted with any tax consultants the Holder deems advisable in connection with the Award and that the Holder is not relying on the Company for any tax advice. This Award is intended to comply with Section 409A of the Code, and shall be interpreted and construed accordingly. To the extent that any agreement provides for the Award to become vested and be settled upon the Holders termination of service, the applicable shares of Stock shall be transferred to the Holder or his or her beneficiary upon the Holders separation from service, within the meaning of Section 409A of the Code.
6.2. Compliance with Applicable Law. The Award is subject to the condition that if the listing, registration or qualification of the shares of Stock subject to the Award upon any securities exchange or under any law, or the consent or approval of any governmental body, or the taking of any other action is necessary or desirable as a condition of, or in connection with, the delivery of shares hereunder, the shares of Stock subject to the Award shall not be delivered, in whole or in part, unless such listing, registration, qualification, consent, approval or other action shall have been effected or obtained, free of any conditions not acceptable to the Company. The Company agrees to use reasonable efforts to effect or obtain any such listing, registration, qualification, consent, approval or other action.
6.3. Award Confers No Rights to Continued Service. In no event shall the granting of the Award or its acceptance by the Holder, or any provision of the Agreement or the Plan, give or be deemed to give the Holder any right to continued service with the Company, any Subsidiary or any affiliate of the Company or affect in any manner the right of the Company, any Subsidiary or any affiliate of the Company to terminate the service of any person at any time.
6.4. Decisions of Board or Committee. The Board or the Committee shall have the right to resolve all questions which may arise in connection with the Award. Any interpretation, determination or other action made or taken by the Board or the Committee regarding the Plan or this Agreement shall be final, binding and conclusive.
6.5. 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 death of the Holder, acquire any rights hereunder in accordance with this Agreement or the Plan.
6.6. Notices. All notices, requests or other communications provided for in this Agreement shall be made, if to the Company, to Flowco Holdings Inc., Attn: Chief Financial Officer, 1300 Post Oak Blvd.., Suite 450, Houston, Texas 77056, and if to the Holder, to the last known mailing address of the Holder contained in the records of the Company. All notices, requests or other communications provided for in this Agreement shall be made in writing either (a) by personal delivery, (b) by facsimile or electronic mail with confirmation of receipt, (c) by
mailing in the United States mails or (d) by express courier service. The notice, request or other communication shall be deemed to be received upon personal delivery, upon confirmation of receipt of facsimile or electronic mail transmission or upon receipt by the party entitled thereto if by United States mail or express courier service; provided, however, that if a notice, request or other communication sent to the Company is not received during regular business hours, it shall be deemed to be received on the next succeeding business day of the Company.
6.7. Governing Law. This Agreement, the Award and all determinations made and actions taken pursuant hereto and thereto, to the extent not governed by the laws of the United States, shall be governed by the laws of the State of Delaware and construed in accordance therewith without giving effect to principles of conflicts of laws.
6.8. Agreement Subject to the Plan. This Agreement is subject to the provisions of the Plan and shall be interpreted in accordance therewith. In the event that the provisions of this Agreement and the Plan conflict, the Plan shall control. The Holder hereby acknowledges receipt of a copy of the Plan.
6.9. Entire Agreement. This Agreement and the Plan constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and the Holder with respect to the subject matter hereof, and may not be modified adversely to the Holders interest except by means of a writing signed by the Company and the Holder.
6.10. Partial Invalidity. The invalidity or unenforceability of any particular provision of this Agreement shall not affect the other provisions hereof and this Agreement shall be construed in all respects as if such invalid or unenforceable provision was omitted.
6.11. Amendment and Waiver. The Company may amend the provisions of this Agreement at any time; provided that an amendment that would adversely affect the Holders rights under this Agreement shall be subject to the written consent of the Holder. No course of conduct or failure or delay in enforcing the provisions of this Agreement shall affect the validity, binding effect or enforceability of this Agreement.
6.12. Counterparts. The Award Notice may be executed in two counterparts, each of which shall be deemed an original and both of which together shall constitute one and the same instrument.