Form of Performance Restricted Stock Unit Award Agreement
PERFORMANCE RSU AWARD AGREEMENT
HBT FINANCIAL, INC. OMNIBUS INCENTIVE PLAN
HBT Financial, Inc. (the “Company”) grants to the Participant named below (“you”) the number of performance restricted stock units (“PRSUs”) set forth below (the “Award” or “PRSU Award”), under this PRSU Award Agreement (this “Agreement”).
HBT Financial, Inc. Omnibus Incentive Plan (the “Plan”)
As set forth in the Plan, unless otherwise defined in this Agreement
Target Number of PRSUs:
[●] (the “target number of PRSUs”)
Definition of PRSU:
Each PRSU earned entitles you to receive one Share, together with accrued Dividend Equivalents, in the future subject to the terms of this Agreement.
[●] through [●] (the “Performance Period”)
Earning and Payment:
Subject to the terms of the Agreement, the number of PRSUs which may earned and become vested and payable is as follows:
If average annual ROATCE for the Performance Period, as determined in accordance with Exhibit A is:
(% of target number of PRSUs)
[●]% or greater
[●]% or more, but less than [●]%
25% to 150% depending upon relative performance as determined in accordance with Exhibit A to this Agreement
Less than [●]%
(a) Except as otherwise provided in the remainder of this Section 4, if (i) you incur a Separation from Service prior to the Vesting Date (for the avoidance of doubt, which does not otherwise result in the immediate or continued earning and payment of the PRSUs), (ii) you materially breach this Agreement or (iii) you fail to meet the tax withholding obligations described in Section 6 below, all of your rights to the PRSUs will terminate immediately and be forfeited in their entirety.
(b) Except as provided in the following paragraphs of this Section 4, if you incur a Separation from Service due to your death or a Disability (such Separation from Service a “Qualifying Separation”) on or prior to [●], then a percentage of your target number of PRSUs shall remain outstanding and may become earned and vested PRSUs, and the remainder of your target number of PRSUs shall be forfeited and will not become earned or vested after such Separation from Service. In the event of such Qualifying Separation, the percentage of your target number of PRSUs that will remain outstanding and eligible to become earned and vested will be equal to the product of (i) the target number of PRSUs multiplied by (ii) a fraction, the numerator of which is the number of whole months that have elapsed from [●] to the date your Qualifying Separation and the denominator of which is 36. Such product shall become your target number PRSUs for purposes of determining the number of earned PRSUs under Exhibit A, if any, following the end the of the Performance Period. Your earned PRSUs, if any, will vest and become payable in Shares on the Vesting Date.
(c) Except as provided in the following paragraphs of this Section 4, if you incur a Separation from Service after [●] but prior to the Vesting Date due to a Qualifying Separation or without Cause or for Good Reason, then 100% of your target number of PRSUs shall remain outstanding and may become earned PRSUs and vest and become payable on the Vesting Date as if such Separation from Service had not occurred.
(d) If a Change in Control occurs prior to [●] and you incur a Separation from Service due to a Qualifying Separation, without Cause or for Good Reason upon such Change in Control or within the 24 months after the Change in Control, but prior to the date all of the earned PRSUs have become vested, then any earned PRSUs (or a Substitute Award as described below, as the case may be) which are then unvested shall vest in full on the date of such Separation from Service and become immediately payable. If your Separation from Service occurs for any other reason (including for Cause or without Good Reason) upon or within the 24 months after such Change in Control but prior to the time that all of the earned PRSUs (or a Substitute Award, as the case may be) have become vested, then the unvested earned PRSUs (or a Substitute Award, as the case may be) shall be immediately forfeited and all of your rights hereunder shall terminate.
(e) For purposes of this Award Agreement, a Separation from Service “without Cause” means termination of your employment by the Company or any Subsidiary without Cause, and “for Good Reason” means your resignation from employment for Good Reason. If you are a party to an employment agreement with the Company or any Subsidiary (such agreement the “Employment Agreement”), the determination of whether your employment terminated “without Cause” or “for Good Reason” shall be determined in accordance with the terms of your Employment Agreement, including but not limited to provisions relating to involuntary termination or words of similar import. If you do not have an Employment Agreement with the Company or any Subsidiary with such terms, then the following terms shall apply:
(f) In the event of a Change in Control after the completion of the Performance Period on [●], but prior to the Vesting Date, the earned PRSUs will continue to vest and become payable as provided above.
(g) In the event and concurrently with the effectiveness of a Change in Control during the Performance Period, the Performance Period shall end and the number of earned PRSUs shall be determined in accordance with Exhibit A. The earned PRSUs shall vest and become payable as provided in Section 4(h) below.
(h) A Change in Control shall not, by itself, result in acceleration of vesting or payment of the earned PRSUs, except as provided in this Section (4)(h).
(i)Upon a Change in Control, the earned PRSUs (as determined in accordance with Exhibit A) will vest in full upon the date of the Change in Control and become payable on the first regular payroll day following the Change in Control unless another award meeting the requirements of this Section (4)(h) (a “Substitute Award”) is provided to you to replace this Award (the “Original Award”). The earned PRSUs represented by such Substitute Award, if applicable, shall continue to vest and become payable as provided in Section 3 and Section 4(b) and (c), subject to earlier vesting in accordance with Section 4(d), above.
(ii)An award shall meet the requirements of this Section (4)(h), and thereby qualify as a Substitute Award, if the following conditions are met:
Without limiting the generality of the foregoing, a Substitute Award may take the form of a continuation of the Original Award if the requirements of the preceding sentence are satisfied. The determination of whether the conditions of this Section 4 are satisfied shall be made by the Committee, as constituted immediately before the Change in Control, in its sole discretion.
The ownership and transferability of this certificate and the shares of stock represented hereby are subject to the terms (including forfeiture) of the HBT Financial, Inc. Omnibus Incentive Plan and a PRSU award agreement entered into between the registered owner and HBT Financial, Inc. Copies of such plan and agreement are on file in the executive offices of HBT Financial, Inc.
In addition, any stock certificates for Shares will be subject to any stop-transfer orders and other restrictions as the Company may deem advisable under the rules, regulations and other requirements of the SEC, any securities exchange or similar entity upon which the Shares are then listed, and any applicable federal or state securities law, and the Company may cause a legend or legends to be placed on any certificates to make appropriate reference to these restrictions.
By signing below, you agree that the Award is granted under and governed by the terms of the Plan and this PRSU Award Agreement—and you agree to all such terms—as of the Grant Date.
PARTICIPANTHBT FINANCIAL, INC.
Sign name: Sign name:
Print name: Print name:
Exhibit A to Performance RSU Award Agreement
References herein to “Award Agreement” shall mean the Performance RSU Award Agreement to which this Exhibit is attached and references to “Participant” means you.
Exhibit A – Page 1
Percent of Target Number of PRSUs EARNED
75% or above
Exhibit A – Page 2
FIRST: If the Performance Period has not been completed, there shall be determined the number of PRSUs that would be earned if the Performance Period was the period that began on [●] and ended on the effective date of the Change in Control. The Compensation Committee shall determine the number of PRSUs earned in accordance with Sections 1(c) and 3 of this Exhibit A. Notwithstanding the foregoing, if the number of earned PRSUs so determined is less than 100% of the target number of PRSUs, the number of earned PRSUs shall be equal to the target number of PRSUs.
SECOND: If the Performance Period has been completed, then the number of earned PRSUs shall be equal to the number determined in accordance with Sections 1(c) and 3 of this Exhibit A.
The Earned PRSUs shall vest and be payable in accordance with Section 4 of the Award Agreement.
Exhibit A – Page 3
Appendix 1 to Exhibit A to Performance RSU Award Agreement
Companies shall be removed from the Comparison Group if they undergo a Specified Corporate Change. A company that is removed from the Comparison Group before the end of a Performance Period will not be included at all in the calculation of the percentile rank of the Company’s AAROATCE for the Performance Period.
A company in the Comparison Group will be deemed to have undergone a “Specified Corporate Change” if it:
(i) ceases to be a domestically domiciled publicly traded company on a national stock exchange or market system, unless such cessation of such listing is due to a low stock price or low trading volume; or
(ii)has gone private; or
(iii)has reincorporated in a foreign (e.g., non-U.S.) jurisdiction, regardless of whether it is a reporting company in that or another jurisdiction; or
(iv)has been acquired or merged, or has announced a transaction whereby it will be acquired by or merged, into another company (whether by another company in the Comparison Group or otherwise, but not including internal reorganizations), or has sold or will sell all or substantially all of its assets.
The Committee may rely on press releases, public filings, website postings and other reasonably reliable information available regarding a company in the Comparison Group in making a determination that a Specified Corporate Change has occurred.