INFRAREIT, INC. 2015 EQUITY INCENTIVE PLAN STOCK UNIT AGREEMENT

Grantee

Date:

(Signature)

Company:

Date:

(Signature)

Name:

Title:

Stock Units

This Agreement evidences an award of Stock Units in the number set forth on the cover sheet and subject to the vesting and other conditions set forth herein, in the Plan and on the cover sheet (the “Stock Units”).  

Transfer of Stock Units

The Stock Units may not be sold, assigned, transferred, pledged, hypothecated or otherwise encumbered or disposed of, whether by operation of law or otherwise, nor may the Stock Units be made subject to execution, attachment or similar process.  If you attempt to do any of these things, the Stock Units may, in the sole discretion of the Committee, or if applicable, the Board, if awarded to a Committee member (collectively, the “Administrator”), immediately become forfeited.  Upon vesting of the Stock Units and issuance of the related shares of Stock, these restrictions on transfer will terminate, and such shares will be freely transferable, subject to applicable securities laws and Company policies.

Issuance and Vesting of Stock Units; Issuance of Shares of Stock

The Company will issue your Stock Units in the name set forth on the cover sheet.  The Stock Units shall be in the form of bookkeeping entries representing the right to receive one share of Stock upon vesting and settlement of each Stock Unit.

Your rights under the Stock Units and this Agreement shall vest in accordance with the vesting schedule set forth on the cover sheet, so long as you continue in Service on the vesting date(s) set forth on the cover sheet.

Notwithstanding your vesting schedule, the Stock Units will become 100% vested upon your termination of Service due to your death or Disability (as determined by the Administrator).  In the event you cease to be a director of the Company for any other reason, you will forfeit the Stock Units included herein, unless such termination occurs in connection with a Change in Control in which the vesting of the Stock Units is accelerated, with such Change in Control determination to be made by the Administrator.

One share of Stock will be issued for each Stock Unit that vests, as provided in Section 10.8 of the Plan.

Change in Control

Notwithstanding the vesting schedule set forth above or any provision in the Plan to the contrary, upon the consummation of a Change in Control, the Stock Units will become 100% vested in all circumstances.

Evidence of Issuance

The issuance of shares of Stock delivered in settlement of the Stock Units evidenced by this Agreement shall be evidenced in such a manner as the Company, in its discretion, deems appropriate, including, without limitation, book-entry, direct registration or issuance of one or more stock certificates.  Any stock certificates or book entries shall bear or include such restrictive legends, if any, as the Administrator determines are necessary or appropriate to comply with securities law requirements.

Forfeiture of Unvested Stock Units

Unless the termination of your Service triggers accelerated vesting of your Stock Units or other treatment pursuant to the terms of this Agreement, the Plan, or any other written agreement between you and the Company or an Applicable Entity, you will automatically forfeit to the Company all of the unvested Stock Units in the event you are no longer providing Service, unless such termination occurs in connection with a Change in Control in which the vesting of the Stock Units is accelerated, with such determination to be made by the Administrator.

Withholding Taxes

You agree as a condition of this Award that you will make acceptable arrangements to pay any withholding or other taxes that may be due as a result of the vesting of the Stock Units or receipt of shares of Stock in settlement of such Stock Units.  In the event that the Applicable Entity determines that any federal, state, local or foreign tax or withholding payment is required relating to the vesting of the Stock Units or receipt of shares of Stock arising from this Award, the Applicable Entity shall have the right to require such payments from you, or withhold such amounts from other payments due to you from the Applicable

Entity (including withholding the delivery of shares of Stock otherwise deliverable under this Agreement).

Retention Rights

This Agreement and Award evidenced hereby do not give you the right to be retained in the Service of the Company or Applicable Entity, as applicable, in any capacity. Unless otherwise specified in a Service agreement or other written agreement between you and the Company or Applicable Entity, as applicable, the Company or Applicable Entity, as applicable, reserves the right to terminate your Service at any time and for any reason.

No Stockholder Rights; Dividend Equivalent Rights

The holding of the Stock Units will not entitle you to any of the rights of a holder of shares of Stock, including any right to receive any dividends payable to holders of shares of Stock or vote at any meeting of stockholders.  However, for each record date with respect to dividends payable on shares of Stock on which you hold the Stock Units, you will be entitled, as of the payment date of such dividend, to receive an amount for each Stock Unit you held on such record date equal to the amount of dividend payable on one share of Stock (a “Dividend Equivalent Right”) (provided, that, in no event will any Dividend Equivalent Rights be paid with respect to any Stock Unit that is forfeited on or prior to the payment date of such dividend).    

Changes in Capitalization

Your Award shall be subject to adjustment as provided in Section 18 of the Plan including the terms of any applicable agreement of merger, liquidation or reorganization in the event of any changes in the Company’s capitalization or reorganization.

Clawback

This Award is subject to mandatory repayment by you to the Company to the extent you are, or in the future become, subject to any Company “clawback” or recoupment policy the terms or requirements of which require the repayment by you to the Company of compensation paid by the Company to you.

Applicable Law

This Agreement will be interpreted and enforced under the laws of the State of Maryland, other than any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Agreement to the substantive law of another jurisdiction.

The Plan

The text of the Plan is incorporated in this Agreement by reference.

Certain capitalized terms used in this Agreement are defined in the Plan, and have the meaning set forth in the Plan.

This Agreement and the Plan constitute the entire understanding between you and the Company regarding this Award.  Any prior agreements, commitments or negotiations concerning this Award are superseded; except that any written Service, confidentiality, non-competition, non-solicitation and/or severance agreement between you and any Applicable Entity shall supersede this Agreement with respect to its subject matter.

Data Privacy

In order to administer the Plan, the Company may process personal data about you.  Such data includes, but is not limited to, information provided in this Agreement and any changes thereto, other appropriate personal and financial data about you such as your contact information, payroll information and any other information that might be deemed appropriate by the Company to facilitate the administration of the Plan.

By accepting this Award, you give explicit consent to the Company to process any such personal data.

Code Section 409A

It is intended that this Award comply with Code Section 409A or an exemption to Code Section 409A, and it shall be interpreted, to the extent possible, to give effect to such intent.