as amended by the Board of Directors in July 2020
SERVICE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT (this Agreement), dated as of the Effective Date of the Employment Agreement (the Grant Date), by and among RACKSPACE TECHNOLOGY, INC., a Delaware corporation (the Company), and Kevin Jones (the Grantee).
WHEREAS, the Company, acting through a Committee (as defined in the Companys Equity Incentive Plan (the Plan)), has granted to the Grantee, effective as of the date of this Agreement, an award of Restricted Stock Units (the RSUs) under the Plan in respect of shares of Common Stock (as defined in the Plan) on the terms and subject to the conditions set forth in this Agreement and the Plan.
WHEREAS, the Grantee shall be employed with the Company pursuant to a written employment agreement (Employment Agreement).
NOW, THEREFORE, in consideration of the promises and of the mutual agreements contained in this Agreement, the parties hereto agree as follows:
Section 1. The Plan. The terms and provisions of the Plan are hereby incorporated into this Agreement as if set forth herein in their entirety (including, without limitation, the provisions of Article VII). In the event of a conflict between any provision of this Agreement and the Plan, the provisions of the Plan shall control. A copy of the Plan may be obtained from the Company by the Grantee upon request. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Plan.
Section 2. Grant of RSUs. On the terms and subject to the conditions of the Plan and this Agreement, the Company hereby grants to the Grantee RSUs in the amount set forth on the signature page hereto. The RSUs shall be credited to a book entry account maintained for the Grantee on the books of the Company. Upon a Termination of Relationship due to the Grantees resignation without Good Reason (as defined below), the unvested portion of the RSUs (i.e., that portion that does not constitute Vested RSUs) shall terminate.
Section 3. Vesting. Subject to the Grantees continued employment or other service relationship with the Company or its Subsidiaries through each applicable vesting date (except as otherwise provided in this Section 3), all RSUs shall become non-forfeitable (when a RSU becomes non-forfeitable, a Vested RSU) according to the following provisions:
(a) One-third (1/3) of the RSUs shall become Vested RSUs on each of the first three (3) anniversaries of the Grant Date; provided, however, that:
(i) all of the RSUs shall immediately become Vested RSUs upon a Change in Control; and
(ii) if a Termination of Relationship occurs at any time other than by the Grantee without Good Reason, all of the RSUs shall immediately become Vested RSUs as of the date of such Termination of Relationship.