as amended by the Board of Directors in July 2020
PERFORMANCE-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; and
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 and in Annex I attached hereto.
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 in Annex I attached hereto. The RSUs shall be credited to a book entry account maintained for the Grantee on the books of the Company. Except as otherwise provided in Section 3 of this Agreement, upon a Termination of Relationship, the unvested portion of the RSUs (i.e., that portion that does not constitute Vested RSUs) shall terminate.
Section 3. Vesting.
(a) Subject to the Grantees continued employment or other service relationship with the Company or its Subsidiaries through March 31, 2022, a number of RSUs shall become non-forfeitable (when a RSU becomes non-forfeitable, a Vested RSU) as of the Determination Date according to the provisions set forth on Annex I attached hereto.
(b) If a Termination of Relationship occurs after March 31, 2022, but prior to the Determination Date, the RSUs shall remain eligible to become Vested RSUs in accordance with Annex I as of the Determination Date. To the extent the RSUs do not become Vested RSUs in accordance with the preceding sentence, the RSUs shall terminate and become null and void as of the Determination Date.
(c) If a Change in Control occurs prior to March 31, 2022, the Committee shall determine the number of Vested RSUs based on the special rules set forth on Annex I (the Vested CIC RSUs), subject to the Grantees continued employment or other service relationship with the Company or its Subsidiaries through the consummation of such Change in Control. Following the occurrence of a Change in Control, any RSUs (other than the Vested CIC RSUs) shall immediately be forfeited.