KNOWLTON DEVELOPMENT CORPORATION, INC.
2021 OMNIBUS INCENTIVE PLAN
RSU AGREEMENT CANADIAN PARTICIPANTS (OTHER THAN DIRECTORS)
The Participant named in the attached Notice of RSU Award (the Notice) has been granted an Award of RSUs (the Award) pursuant to the Knowlton Development Corporation, Inc. 2021 Omnibus Incentive Plan (as it may be amended from time to time, the Plan), the Notice and this RSU Agreement (this Agreement), dated as of [●], 202[●], between the Participant and Knowlton Development Corporation, Inc. (the Company). Except as otherwise indicated, any capitalized term used but not defined herein shall have the meaning ascribed to such term in the Plan.
1. Issuance of Shares. Each RSU shall represent the right to receive one Share upon the vesting of such RSU, as determined in accordance with and subject to the terms of this Agreement, the Plan and the Notice. The number of RSUs is set forth in the Notice.
2. Vesting Dates. Subject to Section 3, the Award shall vest on the dates set forth in the Notice.
3. Termination of Service.
(a) Other Than For Cause or Due to Death or Disability. In the event of the Participants Termination of Service for any reason other than (x) by the Company for Cause or (y) due to death or Disability, any RSUs that are not vested as of the date of such Termination of Service shall immediately expire and be forfeited on the date of such Termination of Service without consideration.
(b) Due to Death or Disability. In the event of the Participants Termination of Service due to death or Disability, any RSUs that are not vested as of the date of such Termination of Service will vest in full.
(c) For Cause. In the event of the Participants Termination of Service by the Company for Cause, the RSUs, whether vested or unvested, shall immediately expire and be forfeited on the date of such Termination of Service without consideration.
(d) As used herein, Disability has the meaning set forth in the Participants Service Agreement, if any, or, if not so defined, means: any medical condition whatsoever that leads to (i) a Participants absence from the Participants usual job functions for a continuous period of six (6) months, without such Participant being able to resume functions on a full time basis at the expiration of such period and which, in light of the position held by the Participant, the parties agree would cause undue hardship to the Company or the relevant Subsidiary which cannot be accommodated (and unsuccessful attempts to return to work for periods of fewer than 28 days will not interrupt the calculation of such six-month period), (ii) an Participants absence from the Participants usual job functions for 270 days in the aggregate during any period of 365 consecutive days, or (iii) a determination by a court of competent jurisdiction that such Participant is unable to manage such Participants own affairs.