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 Due to Death. In the event of the Participants Termination of Service for any reason other than due to death, 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. In the event of the Participants Termination of Service due to death, any RSUs that are not vested as of the date of such Termination of Service will vest in full.
4. Change in Control. In the event of a Change in Control, the RSUs will be treated in accordance with Section 11(c) of the Plan.
5. Voting Rights. The Participant shall have no voting rights or any other rights as a shareholder of the Company with respect to the RSUs unless and until the Participant becomes the record owner of the Shares underlying the RSUs.
6. Distribution of Shares. Subject to the provisions of this Agreement, upon the vesting of any of the RSUs, the Company shall deliver to the Participant, as soon as reasonably practicable (and in no event later than 30 days) after the applicable Vesting Date, one Share for each such RSU. Upon the delivery of Shares, such Shares shall be fully assignable, alienable, saleable and transferrable by the Participant; provided that any such assignment, alienation, sale, transfer or other alienation with respect to such Shares