Restricted Stock Unit Award Agreement with Tilman J. Fertitta
GOLDEN NUGGET ONLINE GAMING, INC. 2020 INCENTIVE AWARD PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT
THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (the "Agreement"), is
made and entered into effective April 14, 2021 (the "Grant Date"), by and between Golden Nugget Online Gaming, Inc., a Delaware corporation (the "Company"), and Tilman J. Fertitta (the "Participant").
WHEREAS, the Company has adopted the Golden Nugget Online Gaming, Inc. 2020 Incentive Award Plan, as amended (the "Plan");
WHEREAS, pursuant to Section 9 of the Plan, the Company desires to grant to the Participant this award (this "Award") of Restricted Stock Units (the "Units"), which represents the right to the distribution of a Common Share if and when the Units vest, subject to certain restrictions set forth in this Agreement, effective as of the Grant Date; and
WHEREAS, the Board has duly made all determinations necessary or appropriate to the grants hereunder.
NOW, THEREFORE, in consideration of the premises and the mutual covenants set forth in this Agreement and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties agree as follows:
|2.||Grant of Restricted Stock Units; Vesting.|
Performance-Vesting RSUs granted under this Award will vest on each of the first three (3) anniversaries of the Grant Date, provided that the Participant continuously provides services to the Company through each applicable Vesting Date. If the Performance Condition is met during the Performance Period, (i) any of the conditionally time-vested Performance-Vesting RSUs shall fully vest upon satisfaction of the Performance Condition and (ii) any Performance-Vesting RSUs that have not met the time-vesting requirement prior to the achievement of the Performance Condition shall subsequently vest upon satisfaction of the time-vesting requirement. If the Performance Condition is not satisfied during the Performance Period, all of the Performance- Vesting RSUs shall become forfeited as of the end of the Performance Period. The vested Units shall be settled and become payable in Common Shares in accordance with Section 3.
The Participant authorizes the Company to withhold from his compensation to satisfy any income and/or employment tax withholding obligations in connection with this Award. If the Participant is no longer employed by the Company at the time any applicable taxes are due and must be remitted by the Company, the Participant agrees to pay applicable taxes to the Company, and the Company may delay distribution of the Common Shares underlying this Award until proper payment of such taxes has been made by the Participant. The Participant may satisfy such obligations under this Section 6 by any method authorized under this Agreement and the Plan.
U.S. or foreign law, including, without limitation, Section 409A of the Code.
[signature page follows]
IN WITNESS WHEREOF, the Company and the Participant have executed this Agreement as of the date first written above.
GOLDEN NUGGET ONLINE GAMING, INC.:
/s/Richard H. Liem Richard H. Liem, Director
/s/Tilman J. Fertitta Name: Tilman J. Fertitta