AMENDED AND RESTATED PHANTOM STOCK PLAN
(previously the TaskUs Holdings, Inc. Phantom Stock Plan)
ADOPTED BY THE BOARD: October 1, 2018
EFFECTIVE DATE: October 1, 2018
1. PURPOSE. In order to attract and retain key employees, directors and consultants who are and will be providing services to TaskUs, Inc., a Delaware corporation (the Company), the Company desires to establish this Amended and Restated Phantom Stock Plan (the Plan), under which participants will have the opportunity to receive cash or stock bonuses upon a Change in Control (as defined herein). This Plan amends and restates in its entirety, effective as of the Effective Date set forth above, the TaskUs Holdings, Inc. Phantom Stock Plan (the Predecessor Plan) and shall govern the terms of all Phantom Shares that remain outstanding following the Effective Date.
(a) Affiliate means, at the time of determination, any parent or majority-owned subsidiary of the Company, as such terms are defined in Rule 405 of the Securities Act. The Board will have the authority to determine the time or times at which parent or majority-owned subsidiary status is determined within the foregoing definition.
(b) Applicable Preferences means, in the event the Company issues preferred stock in the future, the preferential return (if any) of capital and return on investment to the holders of such preferred stock.
(c) Base Value means, with respect to each Phantom Share granted hereunder, the Base Value (which may be zero) set for such Phantom Share in the applicable Phantom Share Agreement.
(d) Board means the Board of Directors of the Company.
(e) Cause means, with respect to any specified Participant, such Participants (i) conviction of a felony or any crime involving moral turpitude or dishonesty; (ii) attempted commission of, or participation in, a fraud or act of dishonesty against the Company; (iii) intentional, material violation of any contract or agreement between the Participant and the Company or of any statutory duty owed to the Company; (iv) unauthorized use or disclosure of the Companys confidential information or trade secrets; or (v) gross misconduct.
(f) Change in Control means the first to occur of any of the following events that is also a change in the ownership of the Company, a change in the effective control of the Company, or a change in the ownership of a substantial portion of the assets of the Company (as these events are defined in Treas. Reg. § 1.409A-3(i)(5), or as these definitions may later be modified by other regulatory pronouncements): (i) a dissolution or liquidation of the Company; (ii) a merger, reverse merger (including, without limitation, a reverse merger where the Company