CORE SCIENTIFIC, INC.
RESTRICTED STOCK UNIT AWARD AGREEMENT
THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this Award Agreement) is made effective as of August , 2018 (the Grant Date) by and between Core Scientific, Inc. a Delaware corporation (the Company), and __________ (the Grantee). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Core Scientific (f/k/a MineCo Holdings, Inc.) 2018 Omnibus Incentive Plan (the Plan).
R E C I T A L S:
WHEREAS, the Board of Directors of the Company (the Board) has determined that it would be in the best interests of the Company and its stockholders to grant the restricted stock units provided for herein to the Grantee pursuant to the terms set forth herein.
NOW THEREFORE, in consideration of the mutual covenants hereinafter set forth, the parties agree as follows:
|1. || |
Number of Restricted Stock Units Subject to this Award: ____ (RSUs)
|2. || |
Vesting Commencement Date: ____
|3. || |
Vesting: The RSUs shall be subject to both a time vesting condition and a transaction-based vesting condition as set forth in clauses (i) and (ii) below.
|(i) || |
Time-Vesting Condition. Twenty five percent (25%) of the RSUs shall time vest on the first anniversary of the Vesting Commencement Date and seventy five percent (75%) of the RSUs shall time vest in equal monthly installments at the end of each full month thereafter until the fourth (4th) anniversary of the Vesting Commencement, subject to the Grantees continued Service with the Company on each applicable time vesting date (Time Vesting Condition).
|(ii) || |
Transaction-based Vesting Condition. The RSUs shall transaction-based vest upon the earlier of a Change in Control or the initial Public Offering of equity securities of the Company (Transaction-based Vesting Condition).
Both the Time Vesting Condition and the Transaction-based Vesting Condition must be satisfied in order for the RSUs to vest.
|4. || |
Termination of Service
If the Grantees service is terminated for Cause or the Grantee breaches any restrictive covenants in favor of the Company to which the Grantee is a party, all vested and unvested RSUs and any Shares received in connection with the settlement of RSUs shall be forfeited.
In the event the Grantees Service is terminated for any reason other than for Cause, any RSUs that have not satisfied the Time Vesting Condition as of the date of such termination shall be forfeited; provided that if the Grantees Service is terminated by the Company without Cause prior to the first (1st) anniversary of the Vesting Commencement Date, 25% of the RSUs shall be deemed to have satisfied the Time Vesting Condition on the date of such termination and if the Grantees Service is terminated by the Company without Cause following the first (1st) anniversary of the Vesting Commencement Date, the RSUs scheduled to vest on the next monthly vesting date shall be deemed to have satisfied the Time Vesting Condition on the date of such termination. The RSUs that have satisfied the Time Vesting Condition as of the date of such termination, after giving effect to this Section 4, (the Time Vested RSUs) shall remain outstanding and eligible to vest for three (3) years following the date of such termination. If the Time Vested RSUs satisfy the Transaction-based Vesting Condition on or prior to the third (3rd) anniversary of the date of termination