Party City Holdco Inc.
Amended and Restated 2012 Omnibus Equity Incentive Plan
RESTRICTED STOCK UNIT AWARD AGREEMENT
(TIME AND PERFORMANCE-BASED VESTING)
THIS AGREEMENT (this Award Agreement), is made effective as of [●], 2019 (the Date of Grant), by and between Party City Holdco Inc., a Delaware corporation (the Company), and ____________ (the Participant). Capitalized terms not otherwise defined herein shall have the meanings set forth in the Party City Holdco Inc. Amended and Restated 2012 Omnibus Equity Incentive Plan (as amended from time to time, the Plan).
R E C I T A L S:
WHEREAS, the Committee has determined that it would be in the best interests of the Company and its stockholders to grant the Award provided for herein to the Participant pursuant to the Plan and the terms set forth herein.
NOW THEREFORE, in consideration of the mutual covenants hereinafter set forth, the parties agree as follows:
1. Grant of the Award. The Company hereby grants to the Participant an Award of ____________ restricted stock units (the RSUs), on the terms and conditions set forth in the Plan and this Award Agreement, subject to adjustment as set forth in the Plan. Certain RSUs are subject to performance-based vesting conditions and are referred to herein as PSUs. Each PSU represents the conditional right to receive up to two Shares and each other RSU represents the conditional right to receive one Share, in each case, without payment but subject to the term and conditions set forth in the Plan and this Award Agreement, including Exhibit A to this Award Agreement, and subject to adjustment as set forth in the Plan.
2. Vesting of the RSUs. The RSUs shall become vested in accordance with, and subject to the conditions described in, Exhibit A to this Award Agreement. At any time, the portion of the RSUs that have become vested is hereinafter referred to as the Vested Portion and any portion of the RSUs that are not a Vested Portion is hereinafter referred to as the Unvested Portion.
3. Forfeiture; Expiration.
a. Termination of Employment. Upon the termination of the Participants Service by the Company for any reason at any time, any Unvested Portion of the RSUs will be forfeited automatically without consideration.
b. Breach of Restrictive Covenants. The Unvested Portion shall be forfeited without consideration if the Participant breaches any restrictive covenant relating to confidentiality, non-competition, non-solicitation and/or non-disparagement and/or other similar restrictive covenants in favor of the Company or any of its Subsidiaries.
4. Delivery of Shares; Company Policies. Not later than thirty (30) days following the date on which any portion of the RSUs vest (as determined pursuant to the terms of Exhibit A), the Company shall effect delivery of the Shares with respect to such vested RSUs to the Participant. The Participants sales or other dispositions of Shares acquired upon settlement of the RSUs shall be subject to applicable restrictions under Company policies applicable to the Participant, including those covering insider trading by employees and recoupment of compensation, as in effect from time to time.