RESTRICTED UNIT GRANT UNDER THE SOL-WIND RENEWABLE POWER, LP LONG-TERM INCENTIVE COMPENSATION PLAN

EX-10.3 6 a2222463zex-10_3.htm EX-10.3

Exhibit 10.3

RESTRICTED UNIT GRANT
UNDER THE SOL-WIND RENEWABLE POWER, LP

LONG-TERM INCENTIVE COMPENSATION PLAN

This Restricted Unit Agreement (the “Restricted Unit Agreement”) dated as of [ ] (the “Date of Grant”), is made by and between Sol-Wind Renewable Power, LP, a Delaware limited partnership (the “Company”), and [ ] (the “Participant”). Capitalized terms not defined herein shall have the meaning ascribed to them in the Sol-Wind Renewable Power, LP Long-Term Incentive Compensation Plan (the “Plan”). Where the context permits, references to the Company shall include any successor to the Company.

1. Grant of Restricted Units. The Company hereby grants to the Participant [ ] Restricted Units (the “Restricted Units”), subject to all of the terms and conditions of this Restricted Unit Agreement and the Plan.

2. Vesting. Subject to Section 4, provided the Participant remains employed by, or in the service of, Sol-Wind, LLC (the “Employer”) through the applicable vesting date, the Restricted Units shall vest, and have the forfeiture restrictions applicable thereto lapse, as follows: [ ] Units will vest on [ ], [ ] Units will vest on [ ], [ ] Units will vest on [ ], and [ ] Units will vest on [ ].

3. Restrictions. The Restricted Units granted hereunder may not be sold, assigned, transferred, pledged, hypothecated or otherwise disposed of or encumbered, and shall be subject to a risk of forfeiture until any additional requirements or restrictions contained in this Restricted Unit Agreement have been otherwise satisfied, terminated or expressly waived by the Company in writing.

4. Termination of Employment

(a) Generally. Except as provided below, upon the Participant’s termination of employment or service for any reason, the Participant’s unvested Restricted Units shall be immediately forfeited.

(b) Without Cause or for Good Reason. If the Participant’s employment or service is terminated by the Employer without “Cause” (as defined below), then the Participant’s unvested Restricted Units shall immediately vest as though the Participant had remained employed with the Employer for an additional year.

For purposes of the foregoing, “Cause” shall mean, unless otherwise set forth in an employment agreement or other service agreement between the Employer and the Participant (in which case such other definition shall apply): (i) the Participant’s continued failure to substantially perform such Participant’s duties; (ii) the Participant’s commission or indictment of or plea of guilty or nolo contendere to a felony; (iii) the Participant’s malfeasance or misconduct in connection with such Participant’s duties that results in or is reasonably likely to result in harm to the Employer or its Subsidiaries; (iv) the Participant’s breach of any confidentiality, non-competition, non-solicitation, non-disparagement, non-interference covenants or any other material covenants to which such Participant is subject under any restrictive covenant, employment, or other agreement; (v) the Participant’s violation of any material written policies of the Employer or its Subsidiaries (to the extent such policies are provided and applicable to the Participant) that results in or is reasonably likely to result in material harm to the Employer or its Subsidiaries, (vi) the Participant’s performance of any fraud, embezzlement or a meaningful act of theft, dishonesty or misappropriation of the Employer’s or its Subsidiaries’ property; (vii) the Participant’s use of illegal drugs or the Participant’s abuse of alcohol that materially impairs the Participant’s ability to perform his or

her duties to the Employer or its Subsidiaries; or (viii) the Participant’s failure to cooperate in any audit or investigation involving the Participant’s activities or the business or accounting practices of the Employer or its Subsidiaries that continues after written request from the Company or the Employer.

5. Notification of Election Under Section 83(b) of the Code. If the Participant makes an election under Section 83(b) of the Code (to include in gross income in the year of transfer the amounts specified in Section 83(b) of the Code), the Participant shall notify the Administrator of such election within ten days of filing notice of the election with the U.S. Internal Revenue Service, in addition to any filing and notification required pursuant to regulations issued under Section 83(b) of the Code.

6. Restricted Unit Agreement Subject to Plan. This Restricted Unit Agreement is made pursuant to all of the provisions of the Plan, which is incorporated herein by this reference, and is intended, and shall be interpreted in a manner, to comply therewith. In the event of any conflict between the provisions of this Restricted Unit Agreement and the provisions of the Plan, the provisions of this Restricted Unit Agreement shall govern.

7. No Rights to Continuation of Employment. Nothing in the Plan or this Restricted Unit Agreement shall confer upon the Participant any right to continue in the employ of the Employer or any Subsidiary thereof or shall interfere with or restrict the right of the Employer or its unitholders (or of a Subsidiary or its unitholders, as the case may be) to terminate the Participant’s employment any time for any reason whatsoever, with or without Cause.

8. Tax Withholding. The Administrator and/or the Company shall be entitled to withhold the amount of applicable withholding taxes in any manner provided in Section 8(b) of the Plan.

9. Governing Law. This Restricted Unit Agreement shall be governed by, interpreted under, and construed and enforced in accordance with the internal laws, and not the laws pertaining to conflicts or choices of laws, of the State of Delaware applicable to agreements made and to be performed wholly within the State of Delaware.

10. Restricted Unit Agreement Binding on Successors. The terms of this Restricted Unit Agreement shall be binding upon Participant and upon Participant’s heirs, executors, administrators, personal representatives, transferees, assignees and successors in interest, and upon the Company and its successors and assignees, subject to the terms of the Plan.

11. No Assignment. Notwithstanding anything to the contrary in this Restricted Unit Agreement, neither this Restricted Unit Agreement nor any rights granted herein shall be assignable by Participant.

12. Necessary Acts. Participant hereby agrees to perform all acts, and to execute and deliver any documents that may be reasonably necessary to carry out the provisions of this Restricted Unit Agreement, including but not limited to all acts and documents related to compliance with federal and/or state securities and/or tax laws.

13. Entire Restricted Unit Agreement. This Restricted Unit Agreement and the Plan contain the entire agreement and understanding among the parties as to the subject matter hereof.

14. Headings. Headings are used solely for the convenience of the parties and shall not be deemed to be a limitation upon or descriptive of the contents of any such Section.

15. Counterparts. This Restricted Unit Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which together shall be deemed to be one and the same instrument.

16. Amendment. No amendment or modification hereof shall be valid unless it shall be in writing and signed by all parties hereto.

IN WITNESS WHEREOF, the parties hereto have executed this Restricted Unit Agreement as of the date set forth above.

SOL-WIND RENEWABLE POWER, LP

By

Print Name:

Title:

The undersigned hereby accepts and agrees to all the terms and provisions of the foregoing Restricted Unit Agreement.

PARTICIPANT

Signature

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Address: