Premier Exhibitions, Inc. Non-Employee Director Restricted Stock Unit Grant Notice (2009)

Contract Categories: Human Resources › Bonus & Incentive Agreements
Summary

Premier Exhibitions, Inc. grants a non-employee director a specified number of restricted stock units under its 2007 Restricted Stock Plan. The units will fully vest on January 1, 2010, or earlier if there is a change in control, provided the director remains on the board until then. If the director leaves before vesting, a pro-rata portion may vest based on service during 2009, with unvested units forfeited. Vested units are paid as company shares within 20 days of vesting. The agreement outlines the director's acceptance and understanding of these terms.

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EX-10.2 3 l36262aexv10w2.htm EX-10.2 EX-10.2
Exhibit 10.2
PREMIER EXHIBITIONS, INC.
NON-EMPLOYEE DIRECTOR
RESTRICTED STOCK UNIT GRANT NOTICE
(Amended and Restated 2007 Restricted Stock Plan)
Premier Exhibitions, Inc. (the “Company”), pursuant to its Amended and Restated 2007 Restricted Stock Plan (the “Plan”), hereby grants to the non-employee director listed below (the “Participant”), the number of units (the “Units”) set forth below (the “Award”). The Award is subject to the terms and conditions of this Restricted Stock Unit Grant Notice (this “Notice”) and the Plan, which is attached hereto as Exhibit A and incorporated herein by reference. Any capitalized term used but not otherwise defined herein shall have the meaning ascribed to such term in the Plan.
     
Participant:
  [                                           ]
 
    
Number of Units awarded:
  [                                          ]
 
    
Date of grant:
  April 23, 2009
 
    
Vesting schedule:
  The Units shall vest in full on the earlier of (i) January 1, 2010, or (ii) a Change in Control (each, a “Vesting Date”), provided that the Participant continuously serves on the Board from the date of grant until the Vesting Date. Notwithstanding the above, the Units shall immediately vest on a pro-rata basis (proportionally to the number of days that the Participant served on the Company’s Board during the 2009 calendar year) upon the Participant’s resignation or other termination from the Board prior to the Vesting Date. Any Units that do not vest shall be forfeited.
 
    
Payment:
  Once vested, the Units shall be paid to the Participant, in the form of one Share per vested Unit, within 20 days after becoming vested.
By signing below, the Participant acknowledges that he shall bear the risk of loss with respect to the Shares underlying the Units. The Participant further acknowledges receipt of, and understands and agrees to the terms and conditions of, this Notice and the Plan. As of the date of grant of the Units, the Participant accepts this Award and acknowledges that this Notice and the Plan set forth the entire understanding between the Participant and the Company regarding the Award and supersede all prior oral and written agreements relating thereto. This Notice can be executed in two counterparts, each of which shall be deemed an original, but both of which together shall constitute one and the same document.
                         
PREMIER EXHIBITIONS, INC.       Participant: [                                                          ]    
 
                        
By:
 
 
    
 
 
    
 
  Name: 
 
 
                 
 
  Title:
 
 
        Date: 
 
 
    

 

 

EXHIBIT A
PREMIER EXHIBITIONS, INC.
Amended and Restated
2007 Restricted Stock Plan