Form of Performance Stock Award Agreement for Employees

Exhibit 10.2

inTEST CORPORATION

PERFORMANCE STOCK AWARD AGREEMENT

This Performance Stock Award Agreement (this “Agreement”) is made effective as of the Grant Date specified below, by and between inTEST Corporation, a Delaware corporation (the “Company”), and the Participant specified below.

The purpose of this Agreement is to establish a written agreement evidencing the Award of performance-vesting Restricted Stock (“Performance Stock” or the “Award”) granted pursuant to the inTEST Corporation 2023 Stock Incentive Plan (the “Plan”). All of the terms and conditions of the Plan are fully incorporated herein by reference. Unless the context clearly indicates otherwise, capitalized terms used but not defined herein will have the meaning given to such terms in the Plan. The grant of the Award is made in consideration of the services to be rendered by the Participant to the Company.

1.            Issuance of Shares. Subject to the Participant’s execution and delivery of this Agreement and one or more instruments of transfer relating to all shares issuable pursuant to this Agreement (the “Shares”), the Participant will be issued the “Maximum Number of PSAs” set forth above, as of “Grant Date” set forth above, subject to the terms, conditions and restrictions of this Agreement and the Plan. Such Shares shall be registered in the Participant’s name, but the Company shall retain custody of any certificates issued for such Shares pending the vesting or forfeiture thereof. Upon the vesting of any such Shares, the Company shall deliver to the Participant the certificates for such Shares.

2.            Vesting.

(a)          Continued Employment Requirement. Except as otherwise provided by Section 2(d), and subject to compliance with Section 2(b) the vesting of the PSAs is subject to the Participant’s continued employment with the Company and its Affiliates through the “Normal Vesting Date” set forth above.

(b)          Conditions to Vesting. As a condition to the vesting of Shares, all of the following conditions must be fully satisfied on the applicable vesting date:

(i)    the Participant must have been in the continuous employ of the Company or its Affiliates, or continuously engaged to provide services to the Company or its Affiliates, through and including the date of vesting, and no event shall have occurred which, with due notice or lapse of time, or both, would entitle the Company or its Affiliates to terminate the Participant’s employment or engagement with the Company or its Affiliates; and

(ii)    the Participant must not be in breach or default of any obligation to the Company or its Affiliates, whether or not contained in any agreement with the Company or its Affiliates, or imposed by law.

(c)         Performance Vesting Requirement(s). In addition to the vesting requirements set forth in Section 2(a) and 2(b), the number Shares that vest will be based on the achievement of the Performance Goal(s) set forth on Schedule A hereto for the “Performance Period” set forth above. The number of Shares that vest shall be equal to the Maximum Number of PSAs multiplied by the “Aggregate Performance Payout Factor” determined pursuant to Schedule A hereto, based on the achievement of the Performance Goal(s) for the Performance Period, rounded up to the nearest number of whole Shares.

(d)         Effect of Death, Disability or Change in Control. In the event of (i) the Participant’s death before the Normal Vesting Date; (ii) the Participant’s Disability before the Normal Vesting Date; or (iii) the occurrence of a Change in Control before the Normal Vesting Date, if (A) the acquiror involved in such Change in Control does not assume or substitute the Award, (B) the Participant’s employment is terminated by the Company without Cause within two years following the Change in Control, or (C) the Participant terminates their employment for Good Reason following the Change in Control, the Award will immediately vest, the Aggregate Performance Payout Factor shall be based on most recent estimated level of performance used for financial accounting purposes and the number of Shares that vest shall be the Maximum Number of PSAs multiplied by the Aggregate Performance Payout Factor; rounded up to the nearest number of whole Shares; provided, however, that the Participant satisfies the requirements of Section 2(b). For purposes of this Agreement, “Cause” shall mean: (1) a breach by the Participant of their employment agreement with the Company, (2) a breach by the Participant of their duty of loyalty to the Company, including without limitation any act of dishonesty, embezzlement or fraud with respect to the Company, (3) the commission by the Participant of a felony, a crime involving moral turpitude or other act causing material harm to the Company’s standing and reputation, (4) the Participant’s continued failure to perform their duties to the Company or (5) unauthorized disclosure by the Participant of trade secrets or other confidential information belonging to the Company; and “Good Reason” shall mean a material reduction by the Company in the Participant’s pay or benefits, relocation of their position by the Company of greater than 50 miles, or any material demotion of the Participant’s position as determined by the Committee.

3.            Transferability. The Shares of Common Stock issued to the Participant under this Agreement shall not be transferable by the Participant prior to the date such Shares become vested under the terms of this Agreement and the Plan.

4.            Restrictive Legend. Certificates for the Shares with respect to which the vesting requirements have not been met shall be inscribed with the following legend:

5.            Removal of Restrictive Legend. When the vesting requirements on any Shares have been met, the Company shall cause a replacement stock certificate for those Shares, without the legend referred to in Section 4, to be issued and delivered to the Participant, as soon as practicable.

6.            No Right to Employment. Neither the Award of Shares pursuant to this Agreement nor any provision of this Agreement shall be construed (a) to give the Participant any right to continued employment with the Company or any of its Affiliates or (b) as an amendment to their employment agreement, if any, with the Company or its Affiliates.

7.          Forfeiture. Except as provided by Section 2(d), Shares of Common Stock issued under this Agreement not previously vested hereunder shall be forfeited as of the date the Participant’s employment by, or engagement to provide services to, the Company and all of its Affiliates terminates. Following such a forfeiture, the Participant shall have no rights whatsoever with respect to the Shares of Common Stock forfeited.

8.          Voting, Dividend and Tender Offer Rights. The Participant shall have voting and tender offer rights with respect to Shares of Common Stock issued to the Participant under this Agreement whether or not such Shares are vested or unvested. No cash dividends, however, shall be paid on unvested Shares of Common Stock.

9.           Withholding of Applicable Taxes. It shall be a condition to the Company’s obligation to deliver Common Stock to the Participant pursuant to this Agreement that the Participant pay, or make provision satisfactory to the Company for the payment of, any taxes (other than stock transfer taxes) the Company is obligated to collect with respect to the delivery of Common Stock under this Agreement, including any applicable federal, state, or local withholding or employment taxes.

10.         Section 409A. The Award is intended to be exempt from the requirements of Section 409A of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations and other guidance issued thereunder (collectively, “Section 409A”), and this Agreement shall be interpreted and administered consistent with such intention. Notwithstanding the foregoing, the Company makes no representations that the Award is exempt from or complies with Section 409A, and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Participant on account of non-compliance with Section 409A.

11.          Clawback. Notwithstanding any other provision of this Agreement to the contrary, any portion of the Award paid hereunder shall be subject to potential cancellation, recoupment, rescission, payback or other action in accordance with the terms of the Company’s Policy for the Recovery of Erroneously Awarded Compensation, as well as any other recoupment or similar policy, if any, that the Company may adopt from time to time (collectively, the “Policies”). The Participant agrees and consents to the Company’s application, implementation and enforcement of (a) the Policies that may apply to the Participant; and (b) any provision of applicable law relating to cancellation, rescission, payback or recoupment of compensation, and expressly agrees that the Company may take such actions as are necessary to effectuate the Policies or applicable law without further consent or action being required by the Participant. To the extent that the terms of this Agreement and any Policy conflict, then the terms of the Policy shall prevail.

12.          Amendment. This Agreement may be amended, in whole or in part and in any manner not inconsistent with the provisions of the Plan, at any time and from time to time, by written agreement between the Company and the Participant.

13.          Governing Law. This Agreement shall be construed in accordance with the laws of the State of Delaware.

14.         Counterpart Execution. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original but all of which together shall be deemed one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

[Signature Page Follows]

The undersigned hereby acknowledges this Award of Performance Stock on behalf of the Company.

Participant:

To indicate your acceptance and agreement to this Performance Stock Award Agreement, please execute and immediately return to the Company the enclosed duplicate original of this Agreement.

ACCEPTED AND AGREED TO:

(Participant’s signature)

Date:                                     

SCHEDULE A

PERFORMANCE GOAL(S)

[Performance Goal 1] Component

Weight: ___%

Definitions

[Include necessary definitions for the performance goal]

[Performance Goal 2] Component

Weight: ___%

Definitions

[Include necessary definitions for the performance goal]

Aggregate Performance Payout Factor

Except as otherwise provided by Section 2(d) of the Agreement, the Aggregate Performance Payout Factor is equal to the sum of (a) the Payout Factor under the [Performance Goal 1] Component multiplied by the Weight of the [Performance Goal 1] Component, and (b) the Payout Factor under the [Performance Goal 2] Component multiplied by the Weight of the [Performance Goal 2] Component.