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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
May 28, 2024
FIRST FOUNDATION INC.
(Exact name of registrant as specified in its charter)
| Delaware |
001-36461 |
20-8639702 |
|
(State or other jurisdiction
of incorporation) |
(Commission
File Number) |
(IRS Employer
Identification Number) |
| 200
Crescent Court, Suite 1400 |
|
|
| Dallas, Texas |
|
75201 |
| (Address of Principal Executive Offices) |
|
(Zip Code) |
(469) 638-9636
(Registrant’s Telephone Number,
Including Area Code)
N/A
(Former name or former address, if changed since
last report.)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| Common Stock |
|
FFWM |
|
New York Stock Exchange |
Indicate by check mark whether the registrant is an
emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of
the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
¨
If an emerging growth
company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers. |
First Foundation Inc. (the “Company”) held its 2024 Annual
Meeting of Stockholders (the “Annual Meeting”) on May 28, 2024. At the Annual Meeting, the Company’s stockholders approved
the First Foundation Inc. 2024 Equity Incentive Plan (the “2024 Equity Incentive Plan”). The material terms of the 2024 Equity
Incentive Plan are described in “Approval of 2024 Equity Incentive Plan (Proposal No. 2)” in the Company’s definitive
proxy statement filed with the Securities and Exchange Commission on April 18, 2024 (the “Proxy Statement”), which description
is incorporated herein by reference.
The form of restricted stock unit agreement and form of stock option
agreement for use with the 2024 Equity Incentive Plan set forth the standard terms and conditions that apply to grants of these types
of awards pursuant to the 2024 Equity Incentive Plan, although awards may be granted under the 2024 Equity Incentive Plan that deviate
from these standard terms and conditions.
The foregoing descriptions of the 2024 Equity Incentive Plan and the
forms of award agreements thereunder are qualified in their entirety by reference to the full text of the 2024 Equity Incentive Plan and
the forms of award agreements, which are filed as Exhibits 10.1, 10.2 and 10.3 to this Current Report on Form 8-K, respectively, and incorporated
herein by reference.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
At the Annual Meeting, the Company’s
stockholders voted on the proposals listed below, each of which was described in the Proxy Statement:
| 1. | To elect ten members to the Board of Directors of the Company, each to hold office for a term
of one year or until his or her respective successor is duly elected and qualified; |
| 2. | To approve the First Foundation Inc. 2024 Equity Incentive Plan; |
| 3. | To ratify the appointment of Crowe LLP as the Company’s independent registered public
accounting firm for the fiscal year ending December 31, 2024; and |
| 4. | To approve, by non-binding advisory vote, the compensation of the Company’s named executive
officers for the year ended December 31, 2023. |
Each stockholder of record is entitled to one vote per share of common
stock. As of the close of business on April 5, 2024, the record date for the Annual Meeting, there were a total of 56,511,864 shares of
the Company’s common stock issued and outstanding. Present at the Annual Meeting, either in person or by proxy, were holders of
42,535,453 shares of the Company’s common stock, constituting a quorum of the Company’s outstanding shares. Set forth below
are the final voting results:
Proposal
No. 1 - Election of Directors
| Name | |
Votes For | | |
Votes Against | | |
Abstain | | |
Broker Non-Votes | |
| Max A. Briggs | |
| 35,981,757 | | |
| 1,996,041 | | |
| 94,296 | | |
| 4,463,359 | |
| John A. Hakopian | |
| 37,050,294 | | |
| 927,504 | | |
| 94,296 | | |
| 4,463,359 | |
| Scott F. Kavanaugh | |
| 36,401,618 | | |
| 1,638,787 | | |
| 31,689 | | |
| 4,463,359 | |
| Ulrich E. Keller, Jr. | |
| 37,219,118 | | |
| 821,287 | | |
| 31,689 | | |
| 4,463,359 | |
| David G. Lake | |
| 37,654,964 | | |
| 323,017 | | |
| 94,113 | | |
| 4,463,359 | |
| Elizabeth A. Pagliarini | |
| 36,075,926 | | |
| 1,902,055 | | |
| 94,113 | | |
| 4,463,359 | |
| Mitchell M. Rosenberg, Ph.D. | |
| 32,467,628 | | |
| 5,510,170 | | |
| 94,296 | | |
| 4,463,359 | |
| Diane M. Rubin | |
| 37,585,402 | | |
| 392,113 | | |
| 94,579 | | |
| 4,463,359 | |
| Jacob P. Sonenshine | |
| 35,937,936 | | |
| 2,039,763 | | |
| 94,395 | | |
| 4,463,359 | |
| Gabriel V. Vazquez | |
| 37,615,532 | | |
| 362,167 | | |
| 94,395 | | |
| 4,463,359 | |
The stockholders voted to elect Max A. Briggs, John A. Hakopian, Scott
F. Kavanaugh, Ulrich E. Keller, Jr., David G. Lake, Elizabeth A. Pagliarini, Mitchell M. Rosenberg, Ph.D., Diane M. Rubin, Jacob P. Sonenshine
and Gabriel V. Vazquez as directors, each to hold office for a term of one year or until his or
her respective successor is duly elected and qualified.
Proposal
No. 2 – Approval of the 2024 Equity Incentive Plan
| Votes For |
|
Votes Against |
|
Abstain |
|
Broker Non-Votes |
| 36,187,648 |
|
1,766,358 |
|
118,088 |
|
4,463,359 |
The stockholders voted to approve the 2024 Equity Incentive Plan.
Proposal
No. 3 - Ratification of Appointment of Independent Registered Public Accounting Firm
| Votes For |
|
Votes Against |
|
Abstain |
|
Broker Non-Votes |
| 42,348,750 |
|
161,271 |
|
25,432 |
|
- |
The stockholders voted to approve the ratification of Crowe LLP
as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024.
Proposal No. 4 - Advisory Vote
on the Compensation of the Company’s Named Executive Officers
| Votes For |
|
Votes Against |
|
Abstain |
|
Broker Non-Votes |
| 37,228,848 |
|
754,598 |
|
88,648 |
|
4,463,359 |
The stockholders voted to approve,
by non-binding advisory vote, the compensation of the Company’s named executive officers for the year ended December 31, 2023.
| Item 9.01 | Financial Statements and Exhibits |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| |
FIRST FOUNDATION INC. |
| |
|
| Date: May 29, 2024 |
By: |
/s/ SCOTT F. KAVANAUGH |
| |
|
Scott F. Kavanaugh |
| |
|
President and Chief Executive Officer |
Exhibit 10.1
FIRST FOUNDATION INC.
2024 EQUITY INCENTIVE PLAN
Section 1. Purpose
of Plan.
The name of the Plan is the
First Foundation Inc. 2024 Equity Incentive Plan (the “Plan”). The purposes of the Plan are to (i) provide an
additional incentive to selected employees, directors, and independent contractors of the Company or its Affiliates whose contributions
are essential to the growth and success of the Company, (ii) strengthen the commitment of such individuals to the Company and its
Affiliates, (iii) motivate those individuals to faithfully and diligently perform their responsibilities and (iv) attract and
retain competent and dedicated individuals whose efforts will result in the long-term growth and profitability of the Company. To accomplish
these purposes, the Plan provides that the Company may grant Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units,
Other Stock-Based Awards or any combination of the foregoing.
Section 2. Definitions.
For purposes of the Plan, the
following terms shall be defined as set forth below:
(a)
“Administrator” means the Board, or, if and to the extent the Board does not administer the Plan, the Committee
in accordance with Section 3 hereof.
(b) “Affiliate”
means a Person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control
with, the Person specified as of any date of determination.
(c) “Applicable
Laws” means the applicable requirements under U.S. federal and state corporate laws, U.S. federal and state securities laws,
including the Code, any stock exchange or quotation system on which the shares of Common Stock are listed or quoted and the applicable
laws of any other country or jurisdiction where Awards are granted under the Plan, as are in effect from time to time.
(d) “Award”
means any Option, Stock Appreciation Right, Restricted Stock, Restricted Stock Unit or Other Stock-Based Awards granted under the Plan.
(e) “Award
Agreement” means any written notice, agreement, contract or other instrument or document evidencing an Award, including through
electronic medium, which shall contain such terms and conditions with respect to an Award as the Administrator shall determine, consistent
with the Plan.
(f) “Beneficial
Owner” (or any variant thereof) has the meaning defined in Rule 13d-3 under the Exchange Act.
(g) “Board”
means the Board of Directors of the Company.
(h) “Bylaws”
mean the bylaws of the Company, as may be amended and/or restated from time to time.
(i) “Cause”
has the same meaning assigned to such term in any individual service, employment or severance agreement or Award Agreement then in effect
between the Participant and the Company or any of its Subsidiaries or Affiliates or, if no such agreement exists or if such agreement
does not define “Cause” shall mean termination of Service because of (a) any willful, material violation by the Participant
of any law or regulation applicable to the business of the Company or a Parent, Subsidiary or Affiliate of the Company, the Participant’s
conviction for or guilty plea to a felony or a crime involving moral turpitude or any willful perpetration by the Participant of a common
law fraud; (b) the Participant’s commission of an act of personal dishonesty which involves personal profit in connection with
the Company or any other entity having a business relationship with the Company; (c) any material breach by the Participant of any
provision of any agreement or understanding between the Company or any Parent, Subsidiary or Affiliate of the Company, on the one hand,
and the Participant, on the other hand, regarding the terms of the Participant’s Service, including the willful and continued failure
or refusal of the Participant to perform the material duties required of such Participant as an officer, employee, director, non-employee
director or consultant of the Company or of a Parent, Subsidiary or Affiliate of the Company; (d) Participant’s disregard or
violation of the Company’s insider trading policy, a willful breach of either of the Company’s codes of business and ethical
conduct applicable to the Participant, a breach of any conflict of interest policy of the Company or any Parent, Subsidiary or Affiliate
of the Company; (e) a disregard or breach of any other policies of the Company or of any Parent, Subsidiary or Affiliate of the Company,
so as to cause loss, damage or injury to the property, reputation or employees of the Company or a Parent, Subsidiary or Affiliate of
the Company, (f) a violation of any laws or government regulations applicable to the Company or to any Parent, Subsidiary or Affiliate
of the Company which could reasonably be expected to subject any of them to disciplinary or enforcement action by any governmental agency,
including the assessment of civil money damages, or which could reasonably be expected to adversely affect the reputation of any of the
Company, or Parent, Subsidiary or Affiliate of the Company or its goodwill with its respective clients, customers, or suppliers; (g) the
issuance of an order or directive by any government agency having jurisdiction over the Company, or any Parent, Subsidiary or Affiliate
of the Company, or the Participant, which requires the Participant to disassociate himself/herself from the Company, or any Parent, Subsidiary
or Affiliate of the Company, suspends the Participant’s Service with the Company or with any Parent, Subsidiary or Affiliate of
the Company, or requires any of them to terminate the Service of the Participant; or (h) any other misconduct by the Participant
which is materially injurious to the financial condition or business reputation of or is otherwise materially injurious to the Company
or any Parent, Subsidiary or Affiliate of the Company. The determination as to whether a Participant is being terminated for Cause will
be made in good faith by the Company and for purposes of this Plan and any Award that has been granted to such Participant, will be final
and binding on the Participant. The foregoing definition does not in any way limit the Company’s ability to terminate a Participant’s
employment or service or consulting relationship at any time as provided in Section 16, and the term “Company” will be
interpreted to include any Affiliate, Subsidiary or Parent, as appropriate.
(j) “Change
in Capitalization” means any (i) merger, consolidation, reclassification, recapitalization, spin-off, spin-out, repurchase
or other reorganization or corporate transaction or event, (ii) special or extraordinary dividend or other extraordinary distribution
(whether in the form of cash, shares of Common Stock or other property), stock split, reverse stock split, share subdivision or consolidation,
(iii) combination or exchange of shares or (iv) other change in corporate structure, which, in any such case, the Administrator
determines, in its sole discretion, affects the shares of Common Stock such that an adjustment pursuant to Section 5 hereof is appropriate.
(k) “Change
in Control” means the first occurrence of an event set forth in any one of the following paragraphs following the Effective
Date:
(1) any
Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company (not including in the securities Beneficially
Owned by such Person which were acquired directly from the Company or any Affiliate thereof) representing more than fifty percent (50%)
of the combined voting power of the Company’s then outstanding securities, excluding any Person who becomes such a Beneficial Owner
in connection with a transaction described in clause (i) of paragraph (3) below; or
(2) the
date on which individuals who constitute the Board as of the Effective Date and any new director (other than a director whose initial
assumption of office is in connection with an actual or threatened election contest, including, but not limited to, a consent solicitation,
relating to the election of directors of the Company) whose appointment or election by the Board or nomination for election by the Company’s
stockholders was approved or recommended by a vote of at least two-thirds (2/3) of the directors then still in office who either were
directors on the Effective Date or whose appointment, election or nomination for election was previously so approved or recommended cease
for any reason to constitute a majority of the number of directors serving on the Board; or
(3) there
is consummated a merger or consolidation of the Company or any direct or indirect Subsidiary with any other corporation or other entity,
other than (i) a merger or consolidation (A) which results in the voting securities of the Company outstanding immediately prior
to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities
of the surviving entity or any parent thereof), in combination with the ownership of any trustee or other fiduciary holding securities
under an employee benefit plan of the Company or any Subsidiary, fifty percent (50%) or more of the combined voting power of the securities
of the Company or such surviving entity or any parent thereof outstanding immediately after such merger or consolidation and (B) following
which the individuals who comprise the Board immediately prior thereto constitute at least a majority of the board of directors of the
Company, the entity surviving such merger or consolidation or, if the Company or the entity surviving such merger or consolidation is
then a Subsidiary, the ultimate parent thereof, or (ii) a merger or consolidation effected to implement a recapitalization of the
Company (or similar transaction) in which no Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company
(not including in the securities Beneficially Owned by such Person any securities acquired directly from the Company or its Affiliates)
representing more than fifty percent (50%) of the combined voting power of the Company’s then outstanding securities; or
(4) the
stockholders of the Company approve a plan of complete liquidation or dissolution of the Company or there is consummated an agreement
for the sale or disposition by the Company of all or substantially all of the Company’s assets, other than (A) a sale or disposition
by the Company of all or substantially all of the Company’s assets to an entity, more than fifty percent (50%) of the combined voting
power of the voting securities of which are owned by stockholders of the Company following the completion of such transaction in substantially
the same proportions as their ownership of the Company immediately prior to such sale or (B) a sale or disposition of all or substantially
all of the Company’s assets immediately following which the individuals who comprise the Board immediately prior thereto constitute
at least a majority of the board of directors of the entity to which such assets are sold or disposed or, if such entity is a subsidiary,
the ultimate parent thereof.
Notwithstanding the foregoing, (i) a Change
in Control shall not be deemed to have occurred by virtue of the consummation of any transaction or series of integrated transactions
immediately following which the holders of shares of Common Stock immediately prior to such transaction or series of transactions continue
to have substantially the same proportionate ownership in an entity which owns all or substantially all of the assets of the Company immediately
following such transaction or series of transactions and (ii) to the extent required to avoid accelerated taxation and/or tax penalties
under Section 409A of the Code, a Change in Control shall be deemed to have occurred under the Plan with respect to any Award that
constitutes deferred compensation under Section 409A of the Code only if a change in the ownership or effective control of the Company
or a change in ownership of a substantial portion of the assets of the Company shall also be deemed to have occurred under Section 409A
of the Code. For purposes of this definition of Change in Control, the term “Person” shall not include (i) the Company
or any Subsidiary thereof, (ii) a trustee or other fiduciary holding securities under an employee benefit plan of the Company or
any Subsidiary thereof, (iii) an underwriter temporarily holding securities pursuant to an offering of such securities, or (iv) a
corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership
of shares of the Company. Notwithstanding anything herein to the contrary, a transaction shall not constitute a Change in Control if its
sole purpose is to change the state of the Company’s incorporation or to create a holding company that will be owned in substantially
the same proportions by the persons who held the Company’s securities immediately before such transactions.
(l) “Code”
means the Internal Revenue Code of 1986, as amended from time to time, or any successor thereto.
(m) “Committee”
means any committee or subcommittee the Board (including, but not limited to the Compensation Committee) may appoint to administer the
Plan. Subject to the discretion of the Board, the Committee shall be composed entirely of individuals who meet the qualifications of a
“non-employee director” within the meaning of Rule 16b-3 under the Exchange Act and any other qualifications required
by the applicable stock exchange on which the shares of Common Stock are traded.
(n) “Common
Stock” means shares of common stock of the Company, par value $0.001 per share.
(o) “Company”
means First Foundation Inc., a Delaware corporation (or any successor company, except as the term “Company” is used in the
definition of “Change in Control” above).
(p) “Covered
Executive” means any Executive Officer that (1) has received Incentive Compensation (A) during the Look-Back Period
(as defined in Section 27) and (B) after beginning service as an Executive Officer; and (2) served as an Executive Officer
at any time during the performance period for the applicable Incentive Compensation.
(q) “Disability”
has the same meaning assigned to such term in any individual service, employment or severance agreement or Award Agreement then in effect
between the Participant and the Company or any of its Subsidiaries or Affiliates or, if no such agreement exists or if such agreement
does not define “Disability,” then “Disability” shall mean the inability of the Participant to perform the essential
functions of the Participant’s job by reason of a physical or mental infirmity, for a period of three (3) consecutive months
or for an aggregate of six (6) months in any twelve (12) consecutive month period.
(r) “Effective
Date” has the meaning set forth in Section 17 hereof.
(s) “Eligible
Recipient” means an employee, director or independent contractor of the Company or any Affiliate of the Company who has been
selected as an eligible participant by the Administrator; provided, however, to the extent required to avoid accelerated
taxation and/or tax penalties under Section 409A of the Code, an Eligible Recipient of an Option or a Stock Appreciation Right means
an employee, non-employee director or independent contractor of the Company or any Affiliate of the Company with respect to whom the Company
is an “eligible issuer of service recipient stock” within the meaning of Section 409A of the Code.
(t) “Exchange
Act” means the Securities Exchange Act of 1934, as amended from time to time.
(u) “Executive
Officer” means any “executive officer” as defined in Section 10D-1(d) of the Exchange Act whom the Board
(or the Committee, as applicable) has determined is subject to the reporting requirements of Section 10D of the Exchange Act, and
includes any person who is the Company’s president, principal financial officer, principal accounting officer (or if there is no
such accounting officer, the controller), any vice-president of the issuer in charge of a principal business unit, division, or function
(such as sales, administration, or finance), any other officer who performs a policy-making function, or any other person who performs
similar policy-making functions for the Company (with any executive officers of the Company’s parent(s) or subsidiaries being
deemed Executive Officers of the Company if they perform such policy making functions for the Company). All Executive Officers of the
Company identified by the Board (or the Committee, as applicable) pursuant to 17 CFR 229.401(b) shall be deemed an “Executive
Officer.”
(v) “Exempt
Award” shall mean the following:
(1) An
Award granted in assumption of, or in substitution for, outstanding awards previously granted by a corporation or other entity acquired
by the Company or any of its Subsidiaries or with which the Company or any of its Subsidiaries combines by merger or otherwise. The terms
and conditions of any such Awards may vary from the terms and conditions set forth in the Plan to the extent the Administrator at the
time of grant may deem appropriate, subject to Applicable Laws.
(2) An
“employment inducement” award as described in the applicable stock exchange listing manual or rules may be granted under
the Plan from time to time. The terms and conditions of any “employment inducement” award may vary from the terms and conditions
set forth in the Plan to such extent as the Administrator at the time of grant may deem appropriate, subject to Applicable Laws.
(3) An
Award that an Eligible Recipient purchases at Fair Market Value (including Awards that an Eligible Recipient elects to receive in lieu
of fully vested compensation that is otherwise due) whether or not the shares of Common Stock are delivered immediately or on a deferred
basis.
(w) “Exercise
Price” means, (i) with respect to any Option, the per share price at which a holder of such Option may purchase a share
of Common Stock issuable upon exercise of such Award, and (ii) with respect to a Stock Appreciation Right, the base price per share
of such Stock Appreciation Right.
(x) “Fair
Market Value” of a share of Common Stock or another security as of a particular date shall mean the fair market value, as determined
by the Administrator in its sole discretion; provided, that, (i) if the share of Common Stock or other security is admitted or to
trading on a national securities exchange, the fair market value on any date shall be the closing sale price reported on such date, or
if no shares were traded on such date, on the last preceding date for which there was a sale of a share of Common Stock on such exchange,
or (ii) if the share of Common Stock or other security is then traded in an over-the-counter market, the fair market value on any
date shall be the average of the closing bid and asked prices for such share in such over-the-counter market for the last preceding date
on which there was a sale of such share in such market.
(y) “Free
Standing Rights” has the meaning set forth in Section 8.
(z) “Good
Reason” has the meaning assigned to such term in any individual service, employment or severance agreement or Award Agreement
with the Participant or, if no such agreement exists or if such agreement does not define “Good Reason,” “Good Reason”
and any provision of this Plan that refers to “Good Reason” shall not be applicable to such Participant.
(aa) “Incentive
Compensation” shall be deemed to be any compensation (including any Award or any other short-term or long-term cash or equity
incentive award or any other payment) that is granted, earned, or vested based wholly or in part upon the attainment of any financial
reporting measure (i.e., any measures that are determined and presented in accordance with the accounting principles used in preparing
the Company’s financial statements, and any measure that is derived wholly or in part from such measures, including stock price
and total shareholder return). For the avoidance of doubt, financial reporting measures include “non-GAAP financial measures”
for purposes of Exchange Act Regulation G and 17 CFR 229.10, as well as other measures, metrics and ratios that are not non-GAAP measures,
like same store sales. Financial reporting measures may or may not be included in a filing with the Securities and Exchange Commission,
and may be presented outside the Company’s financial statements, such as in Management’s Discussion and Analysis of Financial
Conditions and Results of Operations or the performance graph.
(bb) “ISO”
means an Option intended to be and designated as an “incentive stock option” within the meaning of Section 422 of the
Code.
(cc) “Minimum
Vesting Requirement” has the meaning set forth in Section 3(g).
(dd) “Nonqualified
Stock Option” shall mean an Option that is not designated as an ISO.
(ee) “Option”
means an option to purchase shares of Common Stock granted pursuant to Section 7 hereof. The term “Option” as used in
the Plan includes the terms “Nonqualified Stock Option” and “ISO.”
(ff) “Other
Stock-Based Award” means a right or other interest granted pursuant to Section 10 hereof that may be denominated or payable
in, valued in whole or in part by reference to, or otherwise based on or related to, a share of Common Stock, including, but not limited
to, an unrestricted share of Common Stock, dividend equivalents or performance units, each of which may be subject to the attainment of
performance goals or a period of continued provision of service or employment or other terms or conditions as permitted under the Plan.
(gg) “Participant”
means any Eligible Recipient selected by the Administrator, pursuant to the Administrator’s authority provided for in Section 3
below, to receive grants of Awards, and, upon a Participant’s death, the Participant’s successors, heirs, executors and administrators,
as the case may be.
(hh) “Person”
shall have the meaning given in Section 3(a)(9) of the Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof.
(ii) “Plan”
means this 2024 Equity Incentive Plan.
(jj) “Prior
Plan” means the Company’s 2015 Equity Incentive Plan (as amended from time to time), as in effect immediately prior to
the Effective Date.
(kk) “Prior
Plan Awards” means an award outstanding under the Prior Plan as of the Effective Date hereof.
(ll) “Related
Rights” has the meaning set forth in Section 8.
(mm) “Restricted
Period” has the meaning set forth in Section 9.
(nn) “Restricted
Stock” means a share of Common Stock granted pursuant to Section 9 below subject to certain restrictions that lapse at
the end of a specified period (or periods) of time and/or upon attainment of specified performance objectives.
(oo) “Restricted
Stock Unit” means the right granted pursuant to Section 9 hereof to receive a share of Common Stock at the end of a specified
restricted period (or periods) of time and/or upon attainment of specified performance objectives.
(pp) “Rule 16b-3”
has the meaning set forth in Section 3.
(qq) “Service”
means service as an employee, consultant, director or non-employee director, to the Company or a Parent, Subsidiary or Affiliate, subject
to such further limitations as may be set forth in the Plan or the applicable Award Agreement. An Employee will not be deemed to have
ceased to provide Service in the case of (a) sick leave; (b) military leave or (c) any other leave of absence approved
by the Company; provided, that such leave is for a period of not more than 90 days (x) unless reemployment upon the expiration of
such leave is guaranteed by contract or statute or (y) unless provided otherwise pursuant to formal policy adopted from time to time
by the Company and issued and promulgated to employees in writing. In the case of any Employee on an approved leave of absence or a reduction
in hours worked (for illustrative purposes only, a change in schedule from that of full-time to part-time), the Committee may make such
provisions respecting suspension of or modification of vesting of the Award while on leave from the employ of the Company or a Parent,
Subsidiary or Affiliate or during such change in working hours as it may deem appropriate, except that in no event may an Award be exercised
after the expiration of the term set forth in the applicable Award Agreement. In the event of military leave, if required by applicable
laws, vesting will continue for the longest period that vesting continues under any other statutory or Company approved leave of absence
and, upon a Participant’s returning from military leave (under conditions that would entitle him or her to protection upon such
return under the Uniform Services Employment and Reemployment Rights Act), he or she will be given vesting credit with respect to Awards
to the same extent as would have applied had the Participant continued to provide services to the Company throughout the leave on the
same terms as he or she was providing services immediately prior to such leave. An employee will have terminated employment as of the
date he or she ceases to provide services (regardless of whether the termination is in breach of local employment laws or is later found
to be invalid) and employment will not be extended by any notice period or garden leave mandated by local law, provided however, that
a change in status from an employee to a consultant or advisor will not terminate the service provider’s Service, unless determined
by the Committee, in its discretion. The Committee will have sole discretion to determine whether a Participant has ceased to provide
Services and the effective date on which the Participant ceased to provide Services.
(rr) “Stock
Appreciation Right” means a right granted pursuant to Section 8 hereof to receive an amount equal to the excess, if any,
of (i) the aggregate Fair Market Value, as of the date such Award or portion thereof is surrendered, of the shares of Common Stock
covered by such Award or such portion thereof, over (ii) the aggregate Exercise Price of such Award or such portion thereof.
(ss) “Subsidiary”
means, with respect to any Person, as of any date of determination, any other Person as to which such first Person owns or otherwise controls,
directly or indirectly, more than 50% of the voting shares or other similar interests or a sole general partner interest or managing member
or similar interest of such other Person.
(tt) “Transfer”
has the meaning set forth in Section 15.
Section 3. Administration.
(a) The
Plan shall be administered by the Administrator and shall be administered, to the extent applicable, in accordance with Rule 16b-3
under the Exchange Act (“Rule 16b-3”).
(b) Pursuant
to the terms of the Plan, the Administrator, subject, in the case of any Committee, to any restrictions on the authority delegated to
it by the Board, shall have the power and authority, without limitation:
(1) to
select those Eligible Recipients who shall be Participants;
(2) to
determine whether and to what extent Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Other Stock-Based Awards
or a combination of any of the foregoing, are to be granted hereunder to Participants;
(3) to
determine the number of shares of Common Stock to be covered by each Award granted hereunder;
(4) to
determine the terms and conditions, not inconsistent with the terms of the Plan, of each Award granted hereunder (including, but not limited
to, (i) the restrictions applicable to Restricted Stock or Restricted Stock Units and the conditions under which restrictions applicable
to such Restricted Stock or Restricted Stock Units shall lapse, (ii) the performance goals and periods applicable to Awards, (iii) the
Exercise Price of each Option and each Stock Appreciation Right or the purchase price of any other Award, (iv) the vesting schedule
and terms applicable to each Award, (v) the number of shares of Common Stock or amount of cash or other property subject to each
Award and (vi) subject to the requirements of Section 409A of the Code (to the extent applicable) any amendments to the terms
and conditions of outstanding Awards, including, but not limited to, extending the exercise period of such Awards and accelerating the
payment schedules of such Awards and/or, to the extent specifically permitted under the Plan, accelerating the vesting schedules of such
Awards);
(5) to
determine the terms and conditions, not inconsistent with the terms of the Plan, which shall govern all written instruments evidencing
Awards;
(6) to
determine the Fair Market Value in accordance with the terms of the Plan;
(7) to
determine the duration and purpose of leaves of absence which may be granted to a Participant without constituting termination of the
Participant’s service or employment for purposes of Awards granted under the Plan;
(8) to
adopt, alter and repeal such administrative rules, regulations, guidelines and practices governing the Plan as it shall from time to time
deem advisable;
(9) to
construe and interpret the terms and provisions of, and supply or correct omissions in, the Plan and any Award issued under the Plan (and
any Award Agreement relating thereto), and to otherwise supervise the administration of the Plan and to exercise all powers and authorities
either specifically granted under the Plan or necessary and advisable in the administration of the Plan; and
(10) to
prescribe, amend and rescind rules and regulations relating to sub-plans established for the purpose of satisfying applicable non-United
States laws or for qualifying for favorable tax treatment under applicable non-United States laws, which rules and regulations may
be set forth in an appendix or appendixes to the Plan.
(c) Subject
to Section 5, neither the Board nor the Committee shall have the authority to reprice or cancel and regrant any Award at a lower
exercise, base or purchase price or cancel any Award with an exercise, base or purchase price in exchange for cash, property or other
Awards without first obtaining the approval of the Company’s stockholders.
(d) All
decisions made by the Administrator pursuant to the provisions of the Plan shall be final, conclusive and binding on all Persons, including
the Company and the Participants.
(e) The
expenses of administering the Plan (which for the avoidance of doubt does not include the costs of any Participant) shall be borne by
the Company and its Affiliates.
(f) If
at any time or to any extent the Board shall not administer the Plan, then the functions of the Administrator specified in the Plan shall
be exercised by the Committee. Except as otherwise provided in the Articles of Incorporation or Bylaws of the Company, any action of the
Committee with respect to the administration of the Plan shall be taken by a majority vote at a meeting at which a quorum is duly constituted
or unanimous written consent of the Committee’s members.
(g) Notwithstanding
any other provision of this Plan, equity-based Awards (or any portion thereof) shall not vest earlier than one year following grant date
thereof (excluding, for this purpose, any (i) substitute awards, and (ii) Awards to non-employee directors that were granted
on the date of the annual shareholder meeting which vest on or after the next annual shareholder meeting) (the “Minimum Vesting
Requirement”); provided, that the Committee may grant Awards that are not subject to the Minimum Vesting Requirement with respect
to five percent (5%) or less of the shares of Common Stock available for issuance under the Plan (as may be adjusted pursuant to Section 7),
provided, further, that the restriction in this Section 3(g) does not apply to the Administrator’s discretion to provide
for accelerated exercisability or vesting of any Award, including in cases of retirement, termination of Service other than for Cause,
death, Disability or a Change in Control, as set forth in the terms of the Award or otherwise.
Section 4. Shares
of Common Stock Reserved for Issuance Under the Plan.
(a) Subject
to Section 5 hereof, the number of shares of Common Stock that are reserved and available for issuance pursuant to Awards granted
under the Plan shall be equal to 1,500,000 shares of Common Stock; provided, that, shares of Common Stock issued under the
Plan with respect to an Exempt Award shall not count against such share limit. In light of the adoption of this Plan, no further awards
shall be made under the Prior Plan on or after the Effective Date, provided all Prior Plan Awards which are outstanding as of the Effective
Date shall continue to be governed by the terms, conditions and procedures set forth in the Prior Plan and any applicable award agreement.
(b) Shares
of Common Stock issued under the Plan may, in whole or in part, be authorized but unissued shares of Common Stock or shares of Common
Stock that shall have been or may be reacquired by the Company in the open market, in private transactions or otherwise. If an Award entitles
the Participant to receive or purchase shares of Common Stock, the number of shares of Common Stock covered by such Award or to which
such Award relates shall be counted on the date of grant of such Award against the aggregate number of shares of Common Stock available
for granting Awards under the Plan. If any Award expires, lapses or is terminated, surrendered or canceled without having been fully exercised
or is forfeited in whole or in part (including as the result of shares of Common Stock subject to such Award being repurchased by the
Company at or below the original issuance price), in any case in a manner that results in any share of Common Stock covered by such Award
not being issued or being so reacquired by the Company, the unused shares of Common Stock covered by such Award shall again be available
for the grant of Awards under the Plan. However, shares of Common Stock delivered (either by actual delivery or attestation) to the Company
by a Participant to (i) satisfy the applicable exercise or purchase price of an Award, and/or (ii) to satisfy the applicable
exercise or purchase price of an Award, and/or (iii) to satisfy any applicable tax withholding obligation (including shares of Common
Stock retained by the Company from an Award being exercised or purchased and/or creating the tax obligations), in each case, shall not
be added to the number of shares of Common Stock available for the grant of Awards under the Plan. In addition, (1) to the extent
an Award, as applicable, is denominated in shares of Common Stock, but paid or settled in cash, the number of shares of Common Stock with
respect to which such payment or settlement is made shall again be available for grants of Awards pursuant to the Plan, and (2) shares
of Common Stock underlying Awards that can only be settled in cash shall not be counted against the aggregate number of shares of Common
Stock available for Awards under the Plan. Upon the exercise of any Award granted in tandem with any other Awards, such related Awards
shall be cancelled to the extent of the number of shares of Common Stock as to which the Award is exercised and, notwithstanding the foregoing,
such number of shares of Common Stock shall no longer be available for grant under the Plan.
(c) No
more than 1,500,000 shares of Common Stock shall be issued pursuant to the exercise of ISOs.
Section 5. Equitable
Adjustments.
In the event of any Change in
Capitalization, an equitable substitution or proportionate adjustment shall be made in (i) the aggregate number and kind of securities
reserved for issuance under the Plan pursuant to Section 4, (ii) the kind, number of securities subject to, and the Exercise
Price subject to outstanding Options and Stock Appreciation Rights granted under the Plan, (iii) the kind, number and purchase price
of a share of Common Stock or other securities or the amount of cash or amount or type of other property subject to outstanding Restricted
Stock, Restricted Stock Units or Other Stock-Based Awards granted under the Plan; and/or (iv) the terms and conditions of any outstanding
Awards (including, without limitation, any applicable performance targets or criteria with respect thereto); provided, however,
that any fractional shares resulting from the adjustment shall be eliminated. Such other equitable substitutions or adjustments shall
be made as may be determined by the Administrator, in its sole discretion. Without limiting the generality of the foregoing, in connection
with a Change in Capitalization, the Administrator may provide, in its sole discretion, but subject in all events to the requirements
of Section 409A of the Code, for the cancellation of any outstanding Award granted hereunder in exchange for payment in cash or other
property having an aggregate Fair Market Value equal to the Fair Market Value of a share of Common Stock, cash or other property covered
by such Award, reduced by the aggregate Exercise Price or purchase price thereof, if any; provided, however, that if the
Exercise Price or purchase price of any outstanding Award is equal to or greater than the Fair Market Value of the shares of Common Stock,
cash or other property covered by such Award, the Administrator may cancel such Award without the payment of any consideration to the
Participant. Further, without limiting the generality of the foregoing, with respect to Awards subject to foreign laws, adjustments made
hereunder shall be made in compliance with applicable requirements. Except to the extent determined by the Administrator, any adjustments
to ISOs under this Section 5 shall be made only to the extent not constituting a “modification” within the meaning of
Section 424(h)(3) of the Code. The Administrator’s determinations pursuant to this Section 5 shall be final, binding
and conclusive.
Section 6. Eligibility.
The Participants in the Plan
shall be selected from time to time by the Administrator, in its sole discretion, from those individuals that qualify as Eligible Recipients.
Section 7. Options.
(a) General.
Options granted under the Plan shall be designated as Nonqualified Stock Options or ISOs. Each Participant who is granted an Option shall
enter into an Award Agreement with the Company, containing such terms and conditions as the Administrator shall determine, in its sole
discretion, including, among other things, the Exercise Price of the Option, the term of the Option and provisions regarding exercisability
of the Option, and whether the Option is intended to be an ISO or a Nonqualified Stock Option (and in the event the Award Agreement has
no such designation, the Option shall be a Nonqualified Stock Option). The provisions of each Option need not be the same with respect
to each Participant. More than one Option may be granted to the same Participant and be outstanding concurrently hereunder. Options granted
under the Plan shall be subject to the terms and conditions set forth in this Section 7 and shall contain such additional terms and
conditions, not inconsistent with the terms of the Plan, as the Administrator shall deem desirable and set forth in the applicable Award
Agreement.
(b) Exercise
Price. The Exercise Price of a share of Common Stock purchasable under an Option shall be determined by the Administrator in its sole
discretion at the time of grant, but in no event shall the exercise price of an Option be less than one hundred percent (100%) of the
Fair Market Value of a share of Common Stock on the date of grant.
(c) Option
Term. The maximum term of each Option shall be fixed by the Administrator, but no Option shall be exercisable more than ten (10) years
after the date such Option is granted. Each Option’s term is subject to earlier expiration pursuant to the applicable provisions
in the Plan and the Award Agreement. Notwithstanding the foregoing, subject to Section 4(d) of the Plan, the Administrator shall
have the authority to accelerate the exercisability of any outstanding Option at such time and under such circumstances as the Administrator,
in its sole discretion, deems appropriate.
(d) Exercisability.
Each Option shall be subject to vesting or becoming exercisable at such time or times and subject to such terms and conditions, including
the attainment of performance goals, as shall be determined by the Administrator in the applicable Award Agreement. The Administrator
may also provide that any Option shall be exercisable only in installments, and the Administrator may waive such installment exercise
provisions at any time, in whole or in part, based on such factors as the Administrator may determine in its sole discretion.
(e) Method
of Exercise. Options may be exercised in whole or in part by giving written notice of exercise to the Company specifying the number
of whole shares of Common Stock to be purchased, accompanied by payment in full of the aggregate Exercise Price of the share of Common
Stock so purchased in cash or its equivalent, as determined by the Administrator. As determined by the Administrator, in its sole discretion,
with respect to any Option or category of Options, payment in whole or in part may also be made (i) by means of consideration received
under any cashless exercise procedure approved by the Administrator (including the withholding of a share of Common Stock otherwise issuable
upon exercise), (ii) in the form of a share of unrestricted Common Stock already owned by the Participant which have a Fair Market
Value on the date of surrender equal to the aggregate exercise price of the share of Common Stock as to which such Option shall be exercised,
(iii) any other form of consideration approved by the Administrator and permitted by Applicable Laws or (iv) any combination
of the foregoing.
(f) ISOs.
The terms and conditions of ISOs granted hereunder shall be subject to the provisions of Section 422 of the Code and the terms, conditions,
limitations and administrative procedures established by the Administrator from time to time in accordance with the Plan. At the discretion
of the Administrator, ISOs may be granted only to an employee of the Company, its “parent corporation” (as such term
is defined in Section 424(e) of the Code) or a Subsidiary of the Company.
(1) ISO
Grants to 10% Stockholders. Notwithstanding anything to the contrary in the Plan, if an ISO is granted to a Participant who owns shares
representing more than ten percent (10%) of the voting power of all classes of shares of the Company, its “parent corporation”
(as such term is defined in Section 424(e) of the Code) or a Subsidiary of the Company, the term of the ISO shall not exceed
five (5) years from the time of grant of such ISO and the Exercise Price shall be at least one hundred and ten percent (110%) of
the Fair Market Value of the share of Common Stock on the date of grant.
(2) $100,000
Per Year Limitation For ISOs. To the extent the aggregate Fair Market Value (determined on the date of grant) of the share of Common
Stock for which ISOs are exercisable for the first time by any Participant during any calendar year (under all plans of the Company) exceeds
$100,000, such excess ISOs shall be treated as Nonqualified Stock Options.
(3) Disqualifying
Dispositions. Each Participant awarded an ISO under the Plan shall notify the Company in writing immediately after the date the Participant
makes a “disqualifying disposition” of any share of Common Stock acquired pursuant to the exercise of such ISO. A “disqualifying
disposition” is any disposition (including any sale) of such share of Common Stock before the later of (i) two years after
the date of grant of the ISO and (ii) one year after the date the Participant acquired the share of Common Stock by exercising the
ISO. The Company may, if determined by the Administrator and in accordance with procedures established by it, retain possession of any
share of Common Stock acquired pursuant to the exercise of an ISO as agent for the applicable Participant until the end of the period
described in the preceding sentence, subject to complying with any instructions from such Participant as to the sale of such share of
Common Stock.
(g) Rights
as Stockholder. A Participant shall have no rights to dividends, dividend equivalents or distributions or any other rights of a stockholder
with respect to the share of Common Stock subject to an Option until the Participant has given written notice of the exercise thereof,
and has paid in full for such share of Common Stock and has satisfied the requirements of Section 15 hereof.
(h) Termination
of Employment or Service. Treatment of an Option upon termination of employment of a Participant shall be provided for by the Administrator
in the Award Agreement.
(i) Other
Change in Employment or Service Status. An Option shall be affected, both with regard to vesting schedule and termination, by leaves
of absence, including unpaid and un-protected leaves of absence, changes from full-time to part-time employment, partial Disability or
other changes in the employment status or service status of a Participant, in the discretion of the Administrator.
Section 8. Stock
Appreciation Rights.
(a) General.
Stock Appreciation Rights may be granted either alone (“Free Standing Rights”) or in conjunction with all or part of
any Option granted under the Plan (“Related Rights”). Related Rights may be granted either at or after the time of
the grant of such Option. The Administrator shall determine the Eligible Recipients to whom, and the time or times at which, grants of
Stock Appreciation Rights shall be made. Each Participant who is granted a Stock Appreciation Right shall enter into an Award Agreement
with the Company, containing such terms and conditions as the Administrator shall determine, in its sole discretion, including, among
other things, the number of shares of Common Stock to be awarded, the Exercise Price per share of Common Stock, and all other conditions
of Stock Appreciation Rights. Notwithstanding the foregoing, no Related Right may be granted for more shares of Common Stock than are
subject to the Option to which it relates. The provisions of Stock Appreciation Rights need not be the same with respect to each Participant.
Stock Appreciation Rights granted under the Plan shall be subject to the following terms and conditions set forth in this Section 8
and shall contain such additional terms and conditions, not inconsistent with the terms of the Plan, as the Administrator shall deem desirable,
as set forth in the applicable Award Agreement.
(b) Awards;
Rights as Stockholder. A Participant shall have no rights to dividends or any other rights of a stockholder with respect to shares
of Common Stock, if any, subject to a Stock Appreciation Right until the Participant has given written notice of the exercise thereof
and has satisfied the requirements of Section 15 hereof.
(c) Exercise
Price. The Exercise Price of a share of Common Stock purchasable under a Stock Appreciation Right shall be determined by the Administrator
in its sole discretion at the time of grant, but in no event shall the exercise price of a Stock Appreciation Right be less than one hundred
percent (100%) of the Fair Market Value of a share of Common Stock on the date of grant.
(d) Exercisability.
(1) Stock
Appreciation Rights that are Free Standing Rights shall be exercisable at such time or times and subject to such terms and conditions
as shall be determined by the Administrator in the applicable Award Agreement.
(2) Stock
Appreciation Rights that are Related Rights shall be exercisable only at such time or times and to the extent that the Options to which
they relate shall be exercisable in accordance with the provisions of Section 7 hereof and this Section 8 of the Plan.
(e) Payment
Upon Exercise.
(1) Upon
the exercise of a Free Standing Right, the Participant shall be entitled to receive up to, but not more than, that number of shares of
Common Stock equal in value to the excess of the Fair Market Value as of the date of exercise over the Exercise Price per share specified
in the Free Standing Right multiplied by the number of shares of Common Stock in respect of which the Free Standing Right is being exercised.
(2) A
Related Right may be exercised by a Participant by surrendering the applicable portion of the related Option. Upon such exercise and surrender,
the Participant shall be entitled to receive up to, but not more than, that number of shares of Common Stock equal in value to the excess
of the Fair Market Value as of the date of exercise over the Exercise Price specified in the related Option multiplied by the number of
shares of Common Stock in respect of which the Related Right is being exercised. Options which have been so surrendered, in whole or in
part, shall no longer be exercisable to the extent the Related Rights have been so exercised.
(3) Notwithstanding
the foregoing, the Administrator may determine to settle the exercise of a Stock Appreciation Right in cash (or in any combination of
shares of Common Stock and cash).
(f) Termination
of Employment or Service. Treatment of a Stock Appreciation Right upon termination of employment of a Participant shall be provided
for by the Administrator in the Award Agreement.
(g) Term.
(1) The
term of each Free Standing Right shall be fixed by the Administrator, but no Free Standing Right shall be exercisable more than ten (10) years
after the date such right is granted.
(2) The
term of each Related Right shall be the term of the Option to which it relates, but no Related Right shall be exercisable more than ten
(10) years after the date such right is granted.
(h) Other
Change in Employment or Service Status. Stock Appreciation Rights shall be affected, both with regard to vesting schedule and termination,
by leaves of absence, including unpaid and un-protected leaves of absence, changes from full-time to part-time employment, partial Disability
or other changes in the employment or service status of a Participant, in the discretion of the Administrator.
Section 9. Restricted
Stock and Restricted Stock Units.
(a) General.
Restricted Stock or Restricted Stock Units may be issued under the Plan. The Administrator shall determine the Eligible Recipients to
whom, and the time or times at which, Restricted Stock or Restricted Stock Units shall be made. Each Participant who is granted Restricted
Stock or Restricted Stock Units shall enter into an Award Agreement with the Company, containing such terms and conditions as the Administrator
shall determine, in its sole discretion, including, among other things, the number of shares of Common Stock to be awarded; the price,
if any, to be paid by the Participant for the acquisition of Restricted Stock or Restricted Stock Units; the period of time restrictions,
performance goals or other conditions that apply to transferability, delivery or vesting of such Awards (the “Restricted Period”);
and all other conditions applicable to the Restricted Stock and Restricted Stock Units. If the restrictions, performance goals or conditions
established by the Administrator are not attained, a Participant shall forfeit his or her Restricted Stock or Restricted Stock Units,
in accordance with the terms of the grant. The provisions of the Restricted Stock or Restricted Stock Units need not be the same with
respect to each Participant.
(b) Awards
and Certificates. Except as otherwise provided below in Section 9(c), (i) each Participant who is granted an Award of Restricted
Stock may, in the Company’s sole discretion, be issued a share certificate in respect of such Restricted Stock; and (ii) any
such certificate so issued shall be registered in the name of the Participant, and shall bear an appropriate legend referring to the terms,
conditions and restrictions applicable to any such Award. The Company may require that the share certificates, if any, evidencing Restricted
Stock granted hereunder be held in the custody of the Company until the restrictions thereon shall have lapsed, and that, as a condition
of any Award of Restricted Stock, the Participant shall have delivered a share transfer form, endorsed in blank, relating to the shares
of Common Stock covered by such Award. Certificates for unrestricted shares of Common Stock may, in the Company’s sole discretion,
be delivered to the Participant only after the Restricted Period has expired without forfeiture in such Restricted Stock Award. With respect
to Restricted Stock Units to be settled in shares of Common Stock, at the expiration of the Restricted Period, share certificates in respect
of the shares of Common Stock underlying such Restricted Stock Units may, in the Company’s sole discretion, be delivered to the
Participant, or Participant’s legal representative, in a number equal to the number of shares of Common Stock underlying the Restricted
Stock Units Award. Notwithstanding anything in the Plan to the contrary, any Restricted Stock or Restricted Stock Units to be settled
in shares of Common Stock (at the expiration of the Restricted Period, and whether before or after any vesting conditions have been satisfied)
may, in the Company’s sole discretion, be issued in uncertificated form. Further, notwithstanding anything in the Plan to the contrary,
with respect to Restricted Stock Units, at the expiration of the Restricted Period, shares of Common Stock, or cash, as applicable, shall
promptly be issued (either in certificated or uncertificated form) to the Participant, unless otherwise deferred in accordance with procedures
established by the Company in accordance with Section 409A of the Code, and such issuance or payment shall in any event be made within
such period as is required to avoid the imposition of a tax under Section 409A of the Code.
(c) Restrictions
and Conditions. The Restricted Stock or Restricted Stock Units granted pursuant to this Section 9 shall be subject to the following
restrictions and conditions and any additional restrictions or conditions as determined by the Administrator at the time of grant or,
subject to Section 409A of the Code where applicable, thereafter:
(1) The
Administrator may, in its sole discretion, provide for the lapse of restrictions in installments and may accelerate or waive such restrictions
in whole or in part based on such factors and such circumstances as the Administrator may determine, in its sole discretion, including,
but not limited to, the attainment of certain performance goals, the Participant’s termination of employment or service with the
Company or any Affiliate thereof, or the Participant’s death or Disability. Notwithstanding the foregoing, upon a Change in Control,
the outstanding Awards shall be subject to Section 11 hereof.
(2) Except
as provided in the applicable Award Agreement, the Participant shall generally have the rights of a stockholder of the Company with respect
to Restricted Stock during the Restricted Period; provided, however, that dividends declared during the Restricted Period
with respect to an Award, shall only become payable if (and to the extent) the underlying Restricted Stock vests. Except as provided in
the applicable Award Agreement, the Participant shall generally not have the rights of a stockholder with respect to shares of Common
Stock subject to Restricted Stock Units during the Restricted Period. In furtherance of the foregoing, unless otherwise set forth in an
Award Agreement (in which case, subject to Section 409A of the Code, such dividends shall be paid to the Participant at the time
(and to the extent) shares of Common Stock in respect of the related Restricted Stock Units are delivered to the Participant), dividends
declared during the Restricted Period shall not be paid to the Participant. . Certificates for unrestricted shares of Common Stock may,
in the Company’s sole discretion, be delivered to the Participant only after the Restricted Period has expired without forfeiture
in respect of such Restricted Stock or Restricted Stock Units, except as the Administrator, in its sole discretion, shall otherwise determine.
(3) The
rights of Participants granted Restricted Stock or Restricted Stock Units upon termination of employment or service as a director or independent
contractor to the Company or to any Affiliate thereof terminates for any reason during the Restricted Period shall be set forth in the
Award Agreement.
(d) Form of
Settlement. The Administrator reserves the right in its sole discretion to provide (either at or after the grant thereof) that any
Restricted Stock Unit represents the right to receive the amount of cash per unit that is determined by the Administrator in connection
with the Award.
Section 10. Other
Stock-Based Awards.
Other Stock-Based Awards may
be issued under the Plan. Subject to the provisions of the Plan, the Administrator shall have sole and complete authority to determine
the individuals to whom and the time or times at which such Other Stock-Based Awards shall be granted. Each Participant who is granted
an Other Stock-Based Award shall enter into an Award Agreement with the Company, containing such terms and conditions as the Administrator
shall determine, in its sole discretion, including, among other things, the number of shares of Common Stock to be granted pursuant to
such Other Stock-Based Awards, or the manner in which such Other Stock-Based Awards shall be settled (e.g., in shares of Common Stock,
cash or other property), or the conditions to the vesting and/or payment or settlement of such Other Stock-Based Awards (which may include,
but not be limited to, achievement of performance criteria) and all other terms and conditions of such Other Stock-Based Awards. In the
event that the Administrator grants a bonus in the form of shares of Common Stock, the shares of Common Stock constituting such bonus
shall, as determined by the Administrator, be evidenced in uncertificated form or by a book entry record or a certificate issued in the
name of the Participant to whom such grant was made and delivered to such Participant as soon as practicable after the date on which such
bonus is payable. Notwithstanding anything set forth in the Plan to the contrary, any dividend or dividend equivalent Award issued hereunder
shall be subject to the same restrictions, conditions and risks of forfeiture as apply to the underlying Award.
Section 11. Change
in Control.
Unless otherwise determined
by the Administrator and evidenced in an Award Agreement, in the event that (a) a Change in Control occurs, and (b) the Participant
is employed by, or otherwise providing services to, the Company or any of its Affiliates immediately prior to the consummation of such
Change in Control then upon the consummation of such Change in Control, the Administrator, in its sole and absolute discretion, may:
(a) provide
that any unvested or unexercisable portion of any Award carrying a right to exercise to become fully vested and exercisable; and
(b) cause
the restrictions, deferral limitations, payment conditions and forfeiture conditions applicable to an Award granted under the Plan to
lapse and such Awards shall be deemed fully vested and any performance conditions imposed with respect to such Awards shall be deemed
to be fully achieved at target performance levels.
If the Administrator determines
in its discretion pursuant to Section 3(b)(4) hereof to accelerate the vesting of Options and/or Share Appreciation Rights in
connection with a Change in Control, the Administrator shall also have discretion in connection with such action to provide that all Options
and/or Stock Appreciation Rights outstanding immediately prior to such Change in Control shall expire on the effective date of such Change
in Control. Notwithstanding the foregoing, in the event that a Participant’s employment or service is terminated without Cause within
twenty-four (24) months following a Change in Control, the time-vesting portion of any Award granted to such Participant shall accelerate
and vest in full, and the performance-vesting portion of any such Award shall vest at target level, in each case upon the date of termination
of employment or service of such Participant.
Section 12. Amendment
and Termination.
The Board may amend, alter or
terminate the Plan at any time, but no amendment, alteration or termination shall be made that would impair the rights of a Participant
under any Award theretofore granted without such Participant’s consent. The Board shall obtain approval of the Company’s stockholders
for any amendment that would require such approval in order to satisfy the requirements of any rules of the stock exchange on which
the shares of Common Stock are traded or other Applicable Law. Subject to Section 3(c), the Administrator may amend the terms of
any Award theretofore granted, prospectively or retroactively, but, subject to Section 5 of the Plan and the immediately preceding
sentence, no such amendment shall materially impair the rights of any Participant without his or her consent.
Section 13. Unfunded
Status of Plan.
The Plan is intended to constitute
an “unfunded” plan for incentive compensation. With respect to any payments not yet made to a Participant by the Company,
nothing contained herein shall give any such Participant any rights that are greater than those of a general creditor of the Company.
Section 14. Withholding
Taxes.
Each Participant shall, no later
than the date as of which the value of an Award first becomes includible in the gross income of such Participant for purposes of applicable
taxes, pay to the Company, or make arrangements satisfactory to the Administrator regarding payment of an amount up to the maximum statutory
tax rates in the Participant’s applicable jurisdiction with respect to the Award, as determined by the Company. The obligations
of the Company under the Plan shall be conditional on the making of such payments or arrangements, and the Company shall, to the extent
permitted by Applicable Laws, have the right to deduct any such taxes from any payment of any kind otherwise due to such Participant.
Whenever cash is to be paid pursuant to an Award, the Company shall have the right to deduct therefrom an amount sufficient to satisfy
any applicable withholding tax requirements related thereto. Whenever shares of Common Stock or property other than cash are to be delivered
pursuant to an Award, the Company shall have the right to require the Participant to remit to the Company in cash an amount sufficient
to satisfy any related taxes to be withheld and applied to the tax obligations; provided, that, with the approval of the
Administrator, a Participant may satisfy the foregoing requirement by either (i) electing to have the Company withhold from delivery
of shares of Common Stock or other property, as applicable, or (ii) delivering already owned unrestricted shares of Common Stock,
in each case, having a value not exceeding the applicable taxes to be withheld and applied to the tax obligations. Such already owned
and unrestricted shares of Common Stock shall be valued at their Fair Market Value on the date on which the amount of tax to be withheld
is determined and any fractional share amounts resulting therefrom shall be settled in cash. Such an election may be made with respect
to all or any portion of the shares of Common Stock to be delivered pursuant to an Award. The Company may also use any other method of
obtaining the necessary payment or proceeds, as permitted by Applicable Laws, to satisfy its withholding obligation with respect to any
Award.
Section 15. Transfer
of Awards.
Until such time as the Awards
are fully vested and/or exercisable in accordance with the Plan or an Award Agreement, no purported sale, assignment, mortgage, hypothecation,
transfer, charge, pledge, encumbrance, gift, transfer in trust (voting or other) or other disposition of, or creation of a security interest
in or lien on, any Award or any agreement or commitment to do any of the foregoing (each, a “Transfer”) by any holder
thereof in violation of the provisions of the Plan or an Award Agreement will be valid, except with the prior written consent of the Administrator,
which consent may be granted or withheld in the sole discretion of the Administrator. Any purported Transfer of an Award or any economic
benefit or interest therein in violation of the Plan or an Award Agreement shall be null and void ab initio and shall not create
any obligation or liability of the Company, and any Person purportedly acquiring any Award or any economic benefit or interest therein
transferred in violation of the Plan or an Award Agreement shall not be entitled to be recognized as a holder of such shares of Common
Stock or other property underlying such Award. Unless otherwise determined by the Administrator in accordance with the provisions of the
immediately preceding sentence, an Option or a Stock Appreciation Right may be exercised, during the lifetime of the Participant, only
by the Participant or, during any period during which the Participant is under a legal Disability, by the Participant’s guardian
or legal representative.
Section 16. Continued
Employment or Service.
Neither the adoption of the
Plan nor the grant of an Award shall confer upon any Eligible Recipient any right to continued employment or service with the Company
or any Affiliate thereof, as the case may be, nor shall it interfere in any way with the right of the Company or any Affiliate thereof
to terminate the employment or service of any of its Eligible Recipients at any time.
Section 17. Effective
Date.
The Plan was approved by the
Board on March 26, 2024 and shall be adopted and become effective on the date that it is approved by the Company’s stockholders
(the “Effective Date”).
Section 18. Electronic
Signature.
Participant’s electronic
signature of an Award Agreement shall have the same validity and effect as a signature affixed by hand.
Section 19. Term
of Plan.
No Award shall be granted pursuant
to the Plan on or after the tenth anniversary of the Effective Date, but Awards theretofore granted may extend beyond that date.
Section 20. Securities
Matters and Regulations.
(a) Notwithstanding
anything herein to the contrary, the obligation of the Company to sell or deliver shares of Common Stock with respect to any Award granted
under the Plan shall be subject to all Applicable Laws, rules and regulations, including all applicable federal and state securities
laws, and the obtaining of all such approvals by governmental agencies as may be deemed necessary or appropriate by the Administrator.
The Administrator may require, as a condition of the issuance and delivery of certificates evidencing shares of Common Stock pursuant
to the terms hereof, that the recipient of such shares make such agreements and representations, and that such certificates bear such
legends, as the Administrator, in its sole discretion, deems necessary or advisable.
(b) Each
Award is subject to the requirement that, if at any time the Administrator determines that the listing, registration or qualification
of shares of Common Stock is required by any securities exchange or under any state or federal law, or the consent or approval of any
governmental regulatory body is necessary or desirable as a condition of, or in connection with, the grant of an Award or the issuance
of shares of Common Stock, no such Award shall be granted or payment made or shares of Common Stock issued, in whole or in part, unless
listing, registration, qualification, consent or approval has been effected or obtained free of any conditions not acceptable to the Administrator.
(c) In
the event that the disposition of shares of Common Stock acquired pursuant to the Plan is not covered by a then current registration statement
under the Exchange Act and is not otherwise exempt from such registration, such shares of Common Stock shall be restricted against transfer
to the extent required by the Exchange Act or regulations thereunder, and the Administrator may require a Participant receiving shares
of Common Stock pursuant to the Plan, as a condition precedent to receipt of such shares of Common Stock, to represent to the Company
in writing that the shares of Common Stock acquired by such Participant is acquired for investment only and not with a view to distribution.
Section 21. Section 409A
of the Code.
The Plan as well as payments
and benefits under the Plan are intended to be exempt from, or to the extent subject thereto, to comply with Section 409A of the
Code, and, accordingly, to the maximum extent permitted, the Plan shall be interpreted in accordance therewith. Notwithstanding anything
contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A
of the Code, the Participant shall not be considered to have terminated employment or service with the Company for purposes of the Plan
and no payment shall be due to the Participant under the Plan or any Award until the Participant would be considered to have incurred
a “separation from service” from the Company and its Affiliates within the meaning of Section 409A of the Code. Any payments
described in the Plan that are due within the “short term deferral period” as defined in Section 409A of the Code shall
not be treated as deferred compensation unless Applicable Law requires otherwise. Notwithstanding anything to the contrary in the Plan,
to the extent that any Awards (or any other amounts payable under any plan, program or arrangement of the Company or any of its Affiliates)
are payable upon a separation from service and such payment would result in the imposition of any individual tax and penalty interest
charges imposed under Section 409A of the Code, the settlement and payment of such Awards (or other amounts) shall instead be made
on the first business day after the date that is six (6) months following such separation from service (or death, if earlier).
Each amount to be paid or benefit to be provided under this Plan shall be construed as a separate identified payment for purposes of Section 409A
of the Code. The Company makes no representation that any or all of the payments or benefits described in this Plan will be exempt from
or comply with Section 409A of the Code and makes no undertaking to preclude Section 409A of the Code from applying to any such
payment. The Participant shall be solely responsible for the payment of any taxes and penalties incurred under Section 409A.
Section 22. Notification
of Election Under Section 83(b) of the Code.
If any Participant shall, in
connection with the acquisition of shares of Common Stock under the Plan, make the election permitted under Section 83(b) of
the Code, such Participant shall notify the Company of such election within ten (10) days after filing notice of the election
with the Internal Revenue Service.
Section 23. No
Fractional Shares.
No fractional shares of Common
Stock shall be issued or delivered pursuant to the Plan. The Administrator shall determine whether cash, other Awards, or other property
shall be issued or paid in lieu of such fractional shares or whether such fractional shares or any rights thereto shall be forfeited or
otherwise eliminated.
Section 24. Beneficiary.
A Participant may file with
the Administrator a written designation of a beneficiary on such form as may be prescribed by the Administrator and may, from time to
time, amend or revoke such designation. If no designated beneficiary survives the Participant, the executor or administrator of the Participant’s
estate shall be deemed to be the Participant’s beneficiary.
Section 25. Paperless
Administration.
In the event that the Company
establishes, for itself or using the services of a third party, an automated system for the documentation, granting or exercise of Awards,
such as a system using an internet website or interactive voice response, then the paperless documentation, granting or exercise of Awards
by a Participant may be permitted through the use of such an automated system.
Section 26. Severability.
If any provision of the Plan
is held to be invalid or unenforceable, the other provisions of the Plan shall not be affected but shall be applied as if the invalid
or unenforceable provision had not been included in the Plan.
Section 27. Clawback.
(a) If
the Company is required to prepare an accounting restatement of its financial statements due to the Company’s material noncompliance
(whether one occurrence or a series of occurrences of noncompliance) with any financial reporting requirement under the securities laws
(including if the Company is required to prepare an accounting restatement to correct an error (or a series of errors)) (a “Covered
Accounting Restatement”), and if such Covered Accounting Restatement includes (i) restatements that correct errors that
are material to previously issued financial statements (commonly referred to as “Big R” restatements), and (ii) restatements
that correct errors that are not material to previously issued financial statements, but would result in a material misstatement if (a) the
errors were left uncorrected in the current report, or (b) the error correction was recognized in the current period (commonly referred
to as “little r” restatements), then the Committee may require any Covered Executive to repay (in which event, such Covered
Executive shall, within thirty (30) days of the notice by the Company, repay to the Company) or forfeit (in which case, such Covered Executive
shall immediately forfeit to the Company) to the Company, and each Covered Executive hereby agrees to so repay or forfeit, that portion
of the Incentive Compensation received by such Covered Executive during the period comprised of the Company’s three (3) completed
fiscal years (together with any intermittent stub fiscal year period(s) of less than nine (9) months resulting from Company’s
transition to different fiscal year measurement dates) immediately preceding the date the Company is deemed (as described below) to be
required to prepare a Covered Accounting Restatement (such period, the “Look-Back Period”), that the Committee determines
was in excess of the amount of Incentive Compensation that such Covered Executive would have received during such Look-Back Period, had
such Incentive Compensation been calculated based on the restated amounts, and irrespective of any fault, misconduct or responsibility
of such Covered Executive for the Covered Accounting Restatement. It is specifically understood that, to the extent that the impact of
the Covered Accounting Restatement on the amount of Incentive Compensation received cannot be calculated directly from the information
therein (e.g., if such restatement’s impact on the Company’s stock price is not clear), such excess amount of Incentive Compensation
shall be determined based on a reasonable estimate by the Committee of the effect of the Covered Accounting Restatement on the applicable
financial measure (including the stock price or total shareholder return) based upon which the Incentive Compensation was received. The
amount of the Incentive Compensation to be recouped shall be determined by the Committee in its sole and absolute discretion and calculated
on a pre-tax basis, and the form of such recoupment of Incentive Compensation may be made, in the Committee’s sole and absolute
discretion, through the forfeiture or cancellation of vested or unvested Awards, cash repayment or both. Incentive Compensation shall
be deemed received, either wholly or in part, in the fiscal year during which the financial reporting measure specified in such Incentive
Compensation Award is attained (or with respect to, or based on, the achievement of any financial reporting measure which such Incentive
Compensation was granted, earned or vested, as applicable), even if the payment, vesting or grant of such Incentive Compensation occurs
after the end of such fiscal year. For purposes of this Section 27, the Company is deemed to be required to prepare a Covered Accounting
Restatement on the earlier of: (A) the date upon which the Board or an applicable committee thereof, or the officer or officers of
the Company authorized to take such action if Board action is not required, concludes, or reasonably should have concluded, that the Company
is required to prepare a Covered Accounting Restatement; or (B) the date a court, regulator, or other legally authorized body directs
the Company to prepare a Covered Accounting Restatement.
(b) Notwithstanding
any other provisions in this Plan, any Award or any other compensation received by a Participant which is subject to recovery under any
Applicable Laws, government regulation or stock exchange listing requirement (or any policy adopted by the Company pursuant to any such
Applicable Law, government regulation or stock exchange listing requirement), will be subject to such deductions and clawback as may be
required to be made pursuant to such Applicable Law, government regulation or stock exchange listing requirement (or any policy adopted
by the Company pursuant to any such law, government regulation or stock exchange listing requirement on or following the Effective Date).
Section 28. Governing
Law.
The Plan shall be governed by,
and construed in accordance with, the laws of the State of Delaware, without giving effect to principles of conflicts of law of such state.
Section 29. Indemnification.
To the extent allowable pursuant
to Applicable Law, each member of the Board and the Administrator and any officer or other employee to whom authority to administer any
component of the Plan is designated shall be indemnified and held harmless by the Company from any loss, cost, liability, or expense that
may be imposed upon or reasonably incurred by such member in connection with or resulting from any claim, action, suit, or proceeding
to which he or she may be a party or in which he or she may be a party or in which he or she may be involved by reason of any action or
failure to act pursuant to the Plan and against and from any and all amounts paid by him or her in satisfaction of judgment in such action,
suit, or proceeding against him or her; provided, however, that he or she gives the Company an opportunity, at its own expense, to handle
and defend the same before he or she undertakes to handle and defend it on his or her own behalf. The foregoing right of indemnification
shall not be exclusive of any other rights of indemnification to which such individuals may be entitled pursuant to the Company’s
Articles of Incorporation or Bylaws, as a matter of law, or otherwise, or any power that the Company may have to indemnify them or hold
them harmless.
Section 30. Titles
and Headings, References to Sections of the Code or Exchange Act.
The titles and headings of the
sections in the Plan are for convenience of reference only and, in the event of any conflict, the text of the Plan, rather than such titles
or headings, shall control. References to sections of the Code or the Exchange Act shall include any amendment or successor thereto.
Section 31. Successors.
The obligations of the Company
under the Plan shall be binding upon any successor corporation or organization resulting from the merger, consolidation or other reorganization
of the Company, or upon any successor corporation or organization succeeding to substantially all of the assets and business of the Company.
Section 32. Relationship
to other Benefits.
No payment pursuant to the Plan
shall be taken into account in determining any benefits under any pension, retirement, savings, profit sharing, group insurance, welfare,
or other benefit plan of the Company or any Affiliate except to the extent otherwise expressly provided in writing in such other plan
or an agreement thereunder.
Exhibit 10.2
FIRST FOUNDATION INC.
RESTRICTED STOCK UNIT AWARD GRANT NOTICE
(2024 Equity Incentive Plan)
I am pleased to inform you
that you have been granted a Restricted Stock Unit Award. This award is subject to the terms and conditions of the First Foundation Inc.
2024 Equity Incentive Plan, this Grant Notice, and the following Restricted Stock Unit Agreement. The details of this award are indicated
below.
| Grantee: |
[___] |
| Date of Grant: |
[___] |
| Number of Restricted Stock Units: |
[___] |
| Vesting Commencement Date: |
[___] |
| Vesting: |
[___] |
| Delivery Dates: |
[___] |
FIRST FOUNDATION
INC., a Delaware corporation
Acknowledged and Agreed as of ____ day of ______, ______.
RESTRICTED STOCK UNIT AWARD AGREEMENT
THIS
RESTRICTED STOCK UNIT AWARD AGREEMENT (together with the above grant notice (the “Grant Notice”), this “Agreement”)
is made and entered into as of the date set forth on the Grant Notice by and between First Foundation Inc., a Delaware corporation
(the “Company”) and the individual (the “Grantee”) set forth on the Grant Notice.
A. Pursuant
to the First Foundation Inc. 2024 Equity Incentive Plan (the “Plan”), the Administrator has determined that it is
to the advantage and best interest of the Company to grant to the Grantee this award of Restricted Stock Units (the
“Restricted Stock Units”) as set forth in the Grant Notice and subject to the terms and provisions of the Plan,
which is incorporated herein by reference, and this Agreement (the “Award”).
B. Unless
otherwise defined herein, capitalized terms used in this Agreement shall have the meanings set forth in the Plan. For purposes of this
Agreement, “Termination” shall mean the termination of the employment or service of the Grantee with the Company and
all Affiliates thereof (including because of the Grantee’s employer ceasing to be an Affiliate of the Company), and “Termination
Date” shall mean the date of Termination. For purposes of this Agreement, Termination will not occur when Grantee goes on a
military leave, a sick leave or another bona fide leave of absence that was approved by the Company in writing if the terms of the leave
provide for continued service crediting, or when continued service crediting is required by Applicable Laws. Notwithstanding the foregoing,
an approved leave of absence for six months or less, which does not in fact exceed six months, will not result in Termination for purposes
of this Agreement. However, Termination will occur when approved leave described in this recital ends, unless Grantee immediately returns
to active work.
NOW, THEREFORE, in consideration
of the mutual agreements contained herein, the Grantee and the Company hereby agree as follows:
1. Acceptance
of Agreement. Grantee has reviewed all of the provisions of the Plan, the Grant Notice and this Restricted Stock Unit Award Agreement.
By accepting this Award, Grantee agrees that this Award is granted under and governed by the terms and conditions of the Plan, the Grant
Notice and this Restricted Stock Unit Award Agreement, and the applicable provisions contained in a written employment agreement (if any)
between the Company or an Affiliate and the Grantee. Grantee hereby agrees to accept as binding, conclusive and final all decisions or
interpretations of the Administrator on questions relating to the Plan, the Grant Notice, this Agreement and, solely in so far as they
relate to this Award, the applicable provisions contained in a written employment agreement (if any) between the Company or an Affiliate
and the Grantee. Grantee’s electronic signature of this Agreement shall have the same validity and effect as a signature affixed
by hand.
2. Vesting.
2.1 Subject
to the provisions of the Plan and Section 2.2 of this Agreement, and except as otherwise provided in a written employment agreement
between the Company or an Affiliate and the Grantee (if any), the Restricted Stock Units shall vest as described in the Grant Notice (the
“Vesting Date”), subject to the Grantee not experiencing a Termination prior to the Vesting Date.
2.2 If
the Grantee experiences a Termination for any reason other than due to death or Disability prior to the Vesting Date, as of the Termination
Date all then-unvested Restricted Stock Units shall be forfeited. If Grantee experiences a Termination due to death or Disability prior
to the Vesting Date, all of the then-unvested Restricted Stock Units which could by their terms otherwise become vested during the 90-day
period following such Termination will vest on such Termination Date (and all other Restricted Stock Units will become forfeited on such
Termination Date).
3. Transfer
and Settlement of Restricted Stock Units. The Restricted Stock Units issued under this Agreement may not be sold, transferred or otherwise
disposed of and may not be pledged or otherwise hypothecated (each, a “Transfer”). In addition, Grantee shall not sell
any Shares received with respect to Restricted Stock Units (even following settlement of Restricted Stock Units) at a time when Applicable
Laws, regulations or Company’s or underwriter trading policies prohibit such sale. The applicable portion of this Award (to the
extent vested) shall be settled by the Company by the issuance and delivery of Shares as soon as reasonably practical after (but no later
than 60 days after) the Delivery Dates, as indicated in the Grant Notice, to the Grantee (or if applicable, the beneficiaries of the Grantee).
Any issuance of Shares shall be made only in whole Shares, and any fractional shares shall be distributed in an equivalent cash amount.
4. General.
4.1 Governing
Law. This Agreement shall be governed by and construed under the laws of the State of Delaware applicable to agreements made and to
be performed entirely in Delaware, without regard to the conflicts of law provisions of Delaware or any other jurisdiction.
4.2 Community
Property. Without prejudice to the actual rights of the spouses as between each other, for all purposes of this Agreement, the Grantee
shall be treated as agent and attorney-in-fact for that interest held or claimed by his or her spouse with respect to this Award and the
parties hereto shall act in all matters as if the Grantee was the sole owner of this Award. This appointment is coupled with an interest
and is irrevocable.
4.3 No
Employment Rights. Nothing contained herein shall be construed as an agreement by the Company or any of its Subsidiaries, express
or implied, to employ the Grantee or contract for the Grantee’s services, to restrict the Company’s or such Subsidiary’s
right to discharge the Grantee or cease contracting for the Grantee’s services or to modify, extend or otherwise affect in any manner
whatsoever the terms of any employment agreement or contract for services which may exist between the Grantee and the Company or any Affiliate.
4.4 Application
to Other Stock. In the event any capital stock of the Company or any other corporation shall be distributed on, with respect to, or
in exchange for Shares underlying Restricted Stock Units as a stock dividend, stock split, reclassification, recapitalization or similar
transaction in connection with any merger or reorganization or otherwise, all restrictions, rights and obligations set forth in this Agreement
shall apply with respect to such other capital stock to the same extent as they are, or would have been applicable, to the Shares underlying
Restricted Stock Units on or with respect to which such other capital stock was distributed, and references to “Company” in
respect of such distributed stock shall be deemed to refer to the company to which such distributed stock relates.
4.5 No
Third-Party Benefits. Except as otherwise expressly provided in this Agreement, none of the provisions of this Agreement shall be
for the benefit of, or enforceable by, any third-party beneficiary.
4.6 Successors
and Assigns. Except as provided herein to the contrary, this Agreement shall be binding upon and inure to the benefit of the parties,
their respective successors and permitted assigns.
4.7 No
Assignment. Except as otherwise provided in this Agreement, the Grantee may not assign any of his or her rights under this Agreement
without the prior written consent of the Company, which consent may be withheld in its sole discretion. The Company shall be permitted
to assign its rights or obligations under this Agreement so long as such assignee agrees to perform all of the Company’s obligations
hereunder.
4.8 Severability.
The validity, legality or enforceability of the remainder of this Agreement shall not be affected even if one or more of the provisions
of this Agreement shall be held to be invalid, illegal or unenforceable in any respect.
4.9 Equitable
Relief. The Grantee acknowledges that, in the event of a threatened or actual breach of any of the provisions of this Agreement, damages
alone will be an inadequate remedy, and such breach will cause the Company great, immediate and irreparable injury and damage. Accordingly,
the Grantee agrees that the Company shall be entitled to injunctive and other equitable relief, and that such relief shall be in addition
to, and not in lieu of, any remedies it may have at law or under this Agreement.
4.10 Jurisdiction.
Any suit, action or proceeding with respect to this Agreement, or any judgment entered by any court in respect of any thereof, shall be
brought in any court of competent jurisdiction in the State of Delaware, and the Company and the Grantee hereby submit to the exclusive
jurisdiction of such courts for the purpose of any such suit, action, proceeding or judgment. The Grantee and the Company hereby irrevocably
waive (i) any objections which it may now or hereafter have to the laying of the venue of any suit, action or proceeding arising
out of or relating to this Agreement brought in any court of competent jurisdiction in the State of Delaware and (ii) any claim that
any such suit, action or proceeding brought in any such court has been brought in any inconvenient forum.
4.11 Taxes.
By agreeing to this Agreement, the Grantee represents that he or she has reviewed with his or her own tax advisors the federal, state,
local and foreign tax consequences of the transactions contemplated by this Agreement and that he or she is relying solely on such advisors
and not on any statements or representations of the Company or any of its agents. The Company shall be entitled to require a cash payment
by or on behalf of the Grantee and/or to deduct from the Shares or cash issuable hereunder or from other compensation payable to the Grantee
the minimum amount of any sums required by federal, state or local tax law to be withheld (or other such sums that that will not cause
adverse accounting consequences for the Company and is permitted under applicable withholding rules promulgated by the Internal Revenue
Service or another applicable governmental entity) with respect to the Restricted Stock Unit Award.
4.12 Section 409A
Compliance. The intent of the parties is that payments and benefits under this Agreement comply with Section 409A of Code to
the extent subject thereto, and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted and be administered
to be in compliance therewith. Notwithstanding anything contained herein to the contrary, to the extent required to avoid accelerated
taxation and/or tax penalties under Section 409A of the Code, the Grantee shall not be considered to have separated from service
with the Company for purposes of this Agreement and no payment shall be due to the Grantee under this Agreement on account of a separation
from service until the Grantee would be considered to have incurred a “separation from service” from the Company within the
meaning of Section 409A of the Code. Any payments described in this Agreement that are due within the “short-term deferral
period” as defined in Section 409A of the Code shall not be treated as deferred compensation unless applicable law requires
otherwise. Notwithstanding anything to the contrary in this Agreement, to the extent that any amounts are payable upon a separation from
service and such payment would result in accelerated taxation and/or tax penalties under Section 409A of the Code, such payment,
under this Agreement or any other agreement of the Company, shall be made on the first business day after the date that is six (6) months
following such separation from service (or death, if earlier). The Company makes no representation that any or all of the payments described
in this Agreement will be exempt from or comply with Section 409A of the Code and makes no undertaking to preclude Section 409A
of the Code from applying to any such payment. The Grantee shall be solely responsible for the payment of any taxes and penalties incurred
under Section 409A of the Code.
4.13 Headings.
The section headings in this Agreement are inserted only as a matter of convenience, and in no way define, limit, extend or interpret
the scope of this Agreement or of any particular section.
4.14 Number
and Gender. Throughout this Agreement, as the context may require, (a) the masculine gender includes the feminine and the neuter
gender includes the masculine and the feminine; (b) the singular tense and number includes the plural, and the plural tense and number
includes the singular; (c) the past tense includes the present, and the present tense includes the past; (d) references to parties,
sections, paragraphs and exhibits mean the parties, sections, paragraphs and exhibits of and to this Agreement; and (e) periods of
days, weeks or months mean calendar days, weeks or months.
4.15 Electronic
Delivery and Disclosure. The Company may, in its sole discretion, decide to deliver or disclose, as applicable, any documents related
to this Award granted under the Plan, future awards that may be granted under the Plan, the prospectus related to the Plan, the Company’s
annual reports or proxy statements by electronic means or to request Grantee’s consent to participate in the Plan by electronic
means, including, but not limited to, the Securities and Exchange Commission’s Electronic Data Gathering, Analysis, and Retrieval
system or any successor system (“EDGAR”). Grantee hereby consents to receive such documents delivered electronically
or to retrieve such documents furnished electronically, and agrees to participate in the Plan through any online or electronic system
established and maintained by the Company or another third party designated by the Company.
4.16 Data
Privacy. Grantee agrees that all of Grantee’s information that is described or referenced in this Agreement and the Plan may
be used by the Company, its affiliates and the designated broker and its affiliates to administer and manage Grantee’s participation
in the Plan.
4.17 Acknowledgments
of Grantee. Grantee has reviewed the Plan and this Agreement in their entirety, has had an opportunity to obtain the advice of counsel
prior to executing this Agreement, fully understands all provisions of the Plan and this Agreement and, by accepting the Grant Notice,
acknowledges and agrees to all of the provisions of the Plan and this Agreement.
4.18 Complete
Agreement. The Grant Notice, this Agreement, the Plan and applicable provisions (if any) contained in a written employment agreement
between the Company or an Affiliate and the Grantee constitute the parties’ entire agreement with respect to the subject matter
hereof and supersede all agreements, representations, warranties, statements, promises and understandings, whether oral or written, with
respect to the subject matter hereof. In the event of any inconsistency between the Plan and this Agreement, the terms of the Plan shall
control.
4.19 Waiver
of Jury Trial. TO THE EXTENT EITHER PARTY INITIATES LITIGATION INVOLVING THIS AGREEMENT OR ANY ASPECT OF THE RELATIONSHIP BETWEEN
US (EVEN IF OTHER PARTIES OR OTHER CLAIMS ARE INCLUDED IN SUCH LITIGATION), ALL OF THE PARTIES WAIVE THEIR RIGHT TO A TRIAL BY JURY. THIS
WAIVER WILL APPLY TO ALL CAUSES OF ACTION THAT ARE OR MIGHT BE INCLUDED IN SUCH ACTION, INCLUDING CLAIMS RELATED TO THE ENFORCEMENT
OR INTERPRETATION OF THIS AGREEMENT, ALLEGATIONS OF STATE OR FEDERAL STATUTORY VIOLATIONS, FRAUD, MISREPRESENTATION, OR SIMILAR CAUSES
OF ACTION, AND IN CONNECTION WITH ANY LEGAL ACTION INITIATED FOR THE RECOVERY OF DAMAGES BETWEEN OR AMONG US OR BETWEEN OR AMONG ANY OF
OUR OWNERS, AFFILIATES, OFFICERS, EMPLOYEES OR AGENTS.
4.20 Waiver.
The Grantee acknowledges that a waiver by the Company of a breach of any provision of this Agreement shall not operate or be construed
as a waiver of any other provision of this Agreement, or of any subsequent breach by the Grantee.
4.21 Signature
in Counterparts. This Agreement may be signed in counterparts, each of which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument.
4.22 Amendments
and Termination. To the extent permitted by the Plan, this Agreement may be wholly or partially amended, altered or terminated at
any time or from time to time by the Administrator or the Board, but no amendment, alteration or termination shall be made that would
materially impair the rights of a Grantee under this Restricted Stock Unit Award Agreement without such Grantee’s consent. If it
is determined that the terms of this Agreement have been structured in a manner that would result in adverse tax treatment under Section 409A
of the Code, the parties agree to cooperate in taking all reasonable measures to restructure the arrangement to minimize or avoid such
adverse tax treatment without materially impairing Grantee’s economic rights.
Exhibit 10.3
FIRST FOUNDATION INC.
STOCK OPTION GRANT NOTICE
(2024 Equity Incentive Plan)
I am pleased to inform you
that you have been granted an option to purchase shares of the Common Stock of First Foundation Inc. This award is subject to the terms
and conditions of the First Foundation Inc. 2024 Equity Incentive Plan, this Grant Notice, and the following Stock Option Agreement. The
details of this award are indicated below.
| Optionee: |
[___] |
| Date of Grant: |
[___] |
Number of Shares of Common Stock subject to
the Option (“Option Common Stock”): |
[___] |
| Exercise Price Per Share: |
[___] |
| Type of Option: |
[ISO/Nonqualified Stock Option] |
| Expiration Date:: |
The tenth (10th) anniversary of the Date of Grant (the “Expiration Date”). |
| Vesting: |
[___] |
FIRST FOUNDATION
INC., a Delaware corporation
Acknowledged and agreed as of the Date of Grant.
STOCK OPTION AGREEMENT
THIS
STOCK OPTION AGREEMENT (together with the above grant notice (the “Grant Notice”), this “Agreement”)
is made and entered into as of the date set forth on the Grant Notice by and between First Foundation Inc., a Delaware corporation
(the “Company”), and the individual (the “Optionee”) set forth on the Grant Notice.
A. Pursuant
to the First Foundation Inc. 2024 Equity Incentive Plan (the “Plan”), the Administrator has determined that it is
to the advantage and best interest of the Company to grant to the Optionee an option to purchase the number of shares of Common
Stock (the “Common Stock”) set forth on the Grant Notice, at the exercise price per share of Common Stock set
forth on the Grant Notice, and in all respects subject to the terms and provisions of the Plan, which is incorporated herein by
reference, and this Agreement (the “Option”).
B. Unless
otherwise defined herein, capitalized terms used in this Agreement shall have the meanings set forth in the Plan. For purposes of this
Agreement, “Termination” shall mean the termination of the employment or service of the Optionee with the Company and
all Affiliates thereof (including because of the Optionee’s employer ceasing to be an Affiliate of the Company), and “Termination
Date” shall mean the date of Termination. For purposes of this Agreement, Termination will not occur when Optionee goes on a
military leave, a sick leave or another bona fide leave of absence that was approved by the Company in writing if the terms of the leave
provide for continued service crediting, or when continued service crediting is required by Applicable Laws. Notwithstanding the foregoing,
an approved leave of absence for six months or less, which does not in fact exceed six months, will not result in Termination for purposes
of this Agreement. However, Termination will occur when an approved leave described in this recital ends, unless Optionee immediately
returns to active work.
NOW, THEREFORE, in consideration
of the mutual agreements contained herein, the Optionee and the Company hereby agree as follows:
1. Acceptance
of Agreement. Optionee has reviewed all of the provisions of the Plan, the Grant Notice and this Stock Option Agreement. Optionee
hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator on questions relating to
the Plan and this Agreement, and, solely as they relate to this Option, the applicable provisions (if any) contained in a written employment
agreement between the Company or an Affiliate and the Optionee. The Optionee’s electronic signature of this Agreement shall have
the same validity and effect as a signature affixed by hand.
2. Grant
and Terms of Stock Option.
2.1 Grant
of Option. Pursuant to this Agreement, the Company has granted to the Optionee the right and option to purchase, subject to the terms
and conditions set forth in the Plan and this Agreement, all or any part of the number of shares of Common Stock set forth on the Grant
Notice at a purchase price per share of Common Stock equal to the exercise price per share of Common Stock set forth on the Grant Notice.
An Option granted pursuant to the Grant Notice and this Agreement shall be [an ISO/a Nonqualified Stock Option].
2.2 Vesting
and Term of Option. This Section 2.2 is subject to the provisions of the Plan and the other provisions of this Agreement.
2.2.1
This Option shall vest and become
exercisable as described in the Grant Notice.
2.2.2
The “Term” of
this Option shall begin on the Date of Grant set forth in the Grant Notice and end on the Expiration Date specified in the Grant Notice.
No portion of this Option may be exercised after the expiration of the Term.
2.2.3
In the event of Optionee’s
Termination for any reason other than death, Disability, or Cause:
2.2.3.1
the portion of this Option that is
not vested and exercisable as of the Termination Date shall not continue to vest and shall be immediately cancelled and terminated; and
2.2.3.2
the portion of this Option that is
vested and exercisable as of the Termination Date shall terminate and be cancelled on the earlier of:
(a) the
expiration of the Term and
(b) ninety
(90) days after such Termination Date.
2.2.4 In
the event of Termination due to death or Disability:
2.2.4.1 the
portion of this Option that is not vested and exercisable as of the Termination Date shall not continue to vest and shall be immediately
cancelled and terminated; and
2.2.4.2 the
portion of this Option that is vested and exercisable as of the Termination Date shall terminate and be cancelled on the earlier of (a) the
expiration of the Term and (b) the date that is twelve (12) months after the Termination Date.
2.2.5 In
the event of Optionee’s Termination for Cause, or if, after the Termination, the Administrator determines that Cause existed before
such Termination, this entire Option shall not continue to vest, shall be cancelled and terminated as of the Termination Date, and shall
no longer be exercisable as to any share of Common Stock, whether or not previously vested.
3. Exercise.
3.1 Method
of Exercise. Each election to exercise the Option shall be subject to the terms and conditions of the Plan and shall be in writing,
signed by the Optionee or by his or her executor, administrator, or permitted transferee (subject to any restrictions provided under the
Plan), made pursuant to and in accordance with the terms and conditions set forth in the Plan and received by the Company at its principal
offices, accompanied by payment in full as provided in the Plan or in this Agreement. Notwithstanding the foregoing, the Administrator
shall have the right to specify all conditions of the manner of exercise. Upon the Company’s determination that the Option has been
validly exercised as to any of the shares of Common Stock, the Company may issue certificates in the Optionee’s name for such shares
of Common Stock. However, the Company shall not be liable to the Optionee for damages relating to any reasonable delays in issuing the
certificates to the Optionee, any loss of the certificates, or any mistakes or errors in the issuance of the certificates or in the certificates
themselves which it promptly undertakes to correct.
3.2 Restrictions
on Exercise. No share of Common Stock will be issued pursuant to the exercise of this Option unless and until there shall have been
full compliance with all applicable requirements of the Securities Act of 1933 (“Securities Act”), as amended (whether
by registration or satisfaction of exemption conditions), all applicable listing requirements of any national securities exchange or other
market system on which the share of Common Stock is then listed and all applicable requirements of any Applicable Laws and of any regulatory
bodies having jurisdiction over such issuance. As a condition to the exercise of this Option, the Company may require the Optionee to
make any representation and warranty to the Company as may be necessary or appropriate, in the judgment of the Administrator, to comply
with any Applicable Law. In addition, Optionee shall not sell any share of Common Stock acquired upon exercise of this Option at a time
when Applicable Laws, regulations or Company’s or underwriter trading policies prohibit such sale. Any other provision of this Agreement
notwithstanding, the Company shall have the right to designate one or more periods of time, each of which shall not exceed 180 days in
length, during which this Option shall not be exercisable if the Administrator determines (in its sole discretion) that such limitation
on exercise could in any way facilitate a lessening of any restriction on transfer pursuant to the Securities Act or any state securities
laws with respect to any issuance of securities by the Company, facilitate the registration or qualification of any securities by the
Company under the Securities Act or any state securities laws, or facilitate the perfection of any exemption from the registration or
qualification requirements of the Securities Act or any applicable state securities laws for the issuance or transfer of any securities.
Such limitation on exercise shall not alter the vesting schedule set forth in this Agreement other than to limit the periods during which
this Option shall be exercisable.
3.3 Method
of Payment. Payment of the exercise price shall be made in full at the time of exercise (a) by the delivery of cash or check
acceptable to the Administrator, including an amount to cover the withholding taxes (as provided in Section 7.11) with respect to
such exercise, or (b) any other method, if any, approved by the Administrator, including (i) by means of consideration received
under any cashless exercise procedure, if any, approved by the Administrator (including the withholding of shares of Common Stock otherwise
issuable upon exercise) or (ii) any other form of consideration approved by the Administrator and permitted by Applicable Laws.
3.4 No
Rights as a Shareholder. Until the shares of Common Stock are issued to the Optionee (as evidenced by the appropriate entry on the
books of the Company or of a duly authorized transfer agent of the Company), no right to vote or receive dividends or any other rights
as a shareholder will exist with respect to the shares of Common Stock, notwithstanding the exercise of the Option.
4. Non-Transferability
of Option. Except as provided below, this Option may not be sold, assigned or transferred in any manner, pledged or otherwise encumbered
other than by will or by the laws of descent or distribution or to a beneficiary designated pursuant to the Plan, and may be exercised
during the lifetime of Optionee only by Optionee or the Optionee’s guardian or legal representative. Subject to all of the other
terms and conditions of this Agreement, following the death of Optionee, this Option may, to the extent it is vested and exercisable by
Optionee in accordance with its terms on the Termination Date, be exercised by Optionee’s executor or administrator, or the person
or persons to whom the Optionee’s rights under this Agreement shall pass by will or by the laws of descent and distribution as the
case may be. Any heir or legatee of the Optionee shall take rights herein granted subject to the terms and conditions hereof.
5. Restrictions;
Restrictive Legends. Ownership and transfer of shares of Common Stock issued pursuant to the exercise of this Option will be subject
to the provisions of, including ownership and transfer restrictions contained in, the Company’s Certificate of Incorporation or
Bylaws, as amended from time to time, restrictions imposed by Applicable Laws and restrictions set forth or referenced in legends imprinted
on certificates representing such shares of Common Stock.
6. Dissolution
or Liquidation. In the event of the proposed dissolution or liquidation of the Company, to the extent that this Option had not been
previously exercised, it will terminate immediately prior to the consummation of such proposed dissolution or liquidation. In such instance,
the Administrator may, in the exercise of its sole discretion, declare that this Option will terminate as of a date fixed by the Administrator
and give the Optionee the right to exercise this Option prior to such date as to all or any part of the optioned stock, including shares
of Common Stock as to which this Option would not otherwise be exercisable.
7. General.
7.1 Governing
Law. This Agreement shall be governed by and construed under the laws of the State of Delaware applicable to agreements made and to
be performed entirely in Delaware, without regard to the conflicts of law provisions of Delaware or any other jurisdiction.
7.2 Community
Property. Without prejudice to the actual rights of the spouses as between each other, for all purposes of this Agreement, the Optionee
shall be treated as agent and attorney-in-fact for that interest held or claimed by his or her spouse with respect to this Option and
the parties hereto shall act in all matters as if the Optionee was the sole owner of this Option. This appointment is coupled with an
interest and is irrevocable.
7.3 No
Employment Rights. Nothing contained herein shall be construed as an agreement by the Company or any of its Subsidiaries, express
or implied, to employ the Optionee or contract for the Optionee’s services, to restrict the Company’s or such Subsidiary’s
right to discharge the Optionee or cease contracting for the Optionee’s services or to modify, extend or otherwise affect in any
manner whatsoever the terms of any employment agreement or contract for services which may exist between the Optionee and the Company
or any Affiliate.
7.4 Application
to Other Stock. In the event any capital stock of the Company or any other corporation shall be distributed on, with respect to, or
in exchange for shares of Common Stock as a stock dividend, stock split, reclassification, recapitalization or similar transaction in
connection with any merger or reorganization or otherwise, all restrictions, rights and obligations set forth in this Agreement shall
apply with respect to such other capital stock to the same extent as they are, or would have been applicable, to the shares of Common
Stock on or with respect to which such other capital stock was distributed, and references to “Company” in respect of such
distributed stock shall be deemed to refer to the company to which such distributed stock relates.
7.5 No
Third-Party Benefits. Except as otherwise expressly provided in this Agreement, none of the provisions of this Agreement shall be
for the benefit of, or enforceable by, any third-party beneficiary.
7.6 Successors
and Assigns. Except as provided herein to the contrary, this Agreement shall be binding upon and inure to the benefit of the parties,
their respective successors and permitted assigns.
7.7 No
Assignment. Except as otherwise provided in this Agreement, the Optionee may not assign any of his or her rights under this Agreement
without the prior written consent of the Company, which consent may be withheld in its sole discretion. The Company shall be permitted
to assign its rights or obligations under this Agreement so long as such assignee agrees to perform all of the Company’s obligations
hereunder.
7.8 Severability.
The validity, legality or enforceability of the remainder of this Agreement shall not be affected even if one or more of the provisions
of this Agreement shall be held to be invalid, illegal or unenforceable in any respect.
7.9 Equitable
Relief. The Optionee acknowledges that, in the event of a threatened or actual breach of any of the provisions of this Agreement,
damages alone will be an inadequate remedy, and such breach will cause the Company great, immediate and irreparable injury and damage.
Accordingly, the Optionee agrees that the Company shall be entitled to injunctive and other equitable relief, and that such relief shall
be in addition to, and not in lieu of, any remedies it may have at law or under this Agreement.
7.10 Jurisdiction.
Any suit, action or proceeding with respect to this Agreement, or any judgment entered by any court in respect of any thereof, shall be
brought in any court of competent jurisdiction in the State of Delaware, and the Company and the Optionee hereby submit to the exclusive
jurisdiction of such courts for the purpose of any such suit, action, proceeding or judgment. The Optionee and the Company hereby irrevocably
waive (i) any objections which it may now or hereafter have to the laying of the venue of any suit, action or proceeding arising
out of or relating to this Agreement brought in any court of competent jurisdiction in the State of Delaware and (ii) any claim that
any such suit, action or proceeding brought in any such court has been brought in any inconvenient forum.
7.11 Taxes.
By agreeing to this Agreement, the Optionee represents that he or she has reviewed with his or her own tax advisors the federal, state,
local and foreign tax consequences of the transactions contemplated by this Agreement and that he or she is relying solely on such advisors
and not on any statements or representations of the Company or any of its agents. The Company shall be entitled to require a cash payment
by or on behalf of the Optionee and/or to deduct from the shares of Common Stock or cash otherwise issuable hereunder or other compensation
payable to the Optionee the minimum amount of any sums required by federal, state or local tax law to be withheld (or other such sums
that will not cause adverse accounting consequences for the Company and is permitted under applicable withholding rules promulgated
by the Internal Revenue Service or another applicable governmental entity) in respect of the Option, its exercise or any payment or transfer
under or with respect to the Option.
7.12 Section 409A.
The parties intend for the Option to be exempt from Section 409A of the Code or, if not so exempt, to be treated in a manner which
complies with the requirements of such section, and intend that this Agreement be construed and administered in accordance with such intention.
In the event that the parties determine that the terms of this Agreement or the Option needs to be modified in order to comply with Section 409A
of the Code, the parties shall cooperate reasonably to do so in a manner intended to best preserve the economic benefits of this Agreement.
Any payments that qualify for the “short-term deferral” exception or another exception under Section 409A of the Code
shall be paid under the applicable exception. For purposes of the limitations on nonqualified deferred compensation under Section 409A
of the Code, each payment of compensation under this Agreement shall be treated as a separate payment of compensation. Notwithstanding
anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A
of the Code, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Agreement during the
six-month period immediately following the Participant’s separation from service shall instead be paid on the first business day
after the date that is six months following the Participant’s termination date (or death, if earlier).
7.13 Headings.
The section headings in this Agreement are inserted only as a matter of convenience, and in no way define, limit, extend or interpret
the scope of this Agreement or of any particular section.
7.14 Number
and Gender. Throughout this Agreement, as the context may require, (a) the masculine gender includes the feminine and the neuter
gender includes the masculine and the feminine; (b) the singular tense and number includes the plural, and the plural tense and number
includes the singular; (c) the past tense includes the present, and the present tense includes the past; (d) references to parties,
sections, paragraphs and exhibits mean the parties, sections, paragraphs and exhibits of and to this Agreement; and (e) periods of
days, weeks or months mean calendar days, weeks or months.
7.15 Electronic
Delivery and Disclosure. The Company may, in its sole discretion, decide to deliver or disclose, as applicable, any documents related
to this Award granted under the Plan, future awards that may be granted under the Plan, the prospectus related to the Plan, the Company’s
annual reports or proxy statements by electronic means or to request Optionee’s consent to participate in the Plan by electronic
means, including, but not limited to, the Securities and Exchange Commission’s Electronic Data Gathering, Analysis, and Retrieval
system or any successor system (“EDGAR”). Optionee hereby consents to receive such documents delivered electronically
or to retrieve such documents furnished electronically (including on EDGAR), as applicable, and agrees to participate in the Plan through
any online or electronic system established and maintained by the Company or another third party designated by the Company.
7.16 Data
Privacy. Optionee agrees that all of Optionee’s information that is described or referenced in this Agreement and the Plan may
be used by the Company, its affiliates and the designated broker and its affiliates to administer and manage Optionee’s participation
in the Plan.
7.17 Acknowledgments
of Optionee. Optionee has reviewed the Plan and this Agreement in their entirety, has had an opportunity to obtain the advice of counsel
prior to executing this Agreement, fully understands all provisions of the Plan and this Agreement and, by accepting the Notice of Grant,
acknowledges and agrees to all of the provisions of the Grant Notice, the Plan and this Agreement.
7.18 Complete
Agreement. The Grant Notice, this Agreement, the Plan, and the applicable provisions (if any) contained in a written employment agreement
between the Company or an Affiliate and the Optionee constitute the parties’ entire agreement with respect to the subject matter
hereof and supersede all agreements, representations, warranties, statements, promises and understandings, whether oral or written, with
respect to the subject matter hereof. In the event of any inconsistency between the Plan and this Agreement, the terms of the Plan shall
control.
7.19 Waiver
of Jury Trial. TO THE EXTENT EITHER PARTY INITIATES LITIGATION INVOLVING THIS AGREEMENT OR ANY ASPECT OF THE RELATIONSHIP BETWEEN
US (EVEN IF OTHER PARTIES OR OTHER CLAIMS ARE INCLUDED IN SUCH LITIGATION), ALL OF THE PARTIES WAIVE THEIR RIGHT TO A TRIAL BY JURY. THIS
WAIVER WILL APPLY TO ALL CAUSES OF ACTION THAT ARE OR MIGHT BE INCLUDED IN SUCH ACTION, INCLUDING CLAIMS RELATED TO THE ENFORCEMENT
OR INTERPRETATION OF THIS AGREEMENT, ALLEGATIONS OF STATE OR FEDERAL STATUTORY VIOLATIONS, FRAUD, MISREPRESENTATION, OR SIMILAR CAUSES
OF ACTION, AND IN CONNECTION WITH ANY LEGAL ACTION INITIATED FOR THE RECOVERY OF DAMAGES BETWEEN OR AMONG US OR BETWEEN OR AMONG ANY OF
OUR OWNERS, AFFILIATES, OFFICERS, EMPLOYEES OR AGENTS.
7.20 Waiver.
The Optionee acknowledges that a waiver by the Company of a breach of any provision of this Agreement shall not operate or be construed
as a waiver of any other provision of this Agreement, or of any subsequent breach by the Optionee.
7.21 Signature
in Counterparts. This Agreement may be signed in counterparts, each of which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument.
7.22 Amendments
and Termination. To the extent permitted by the Plan, this Agreement may be wholly or partially amended, altered or terminated at
any time or from time to time by the Administrator or the Board, but no amendment, alteration or termination shall be made that would
materially impair the rights of an Optionee under the Option without such Optionee’s consent. If it is determined that the terms
of this Agreement have been structured in a manner that would result in adverse tax treatment under Section 409A of the Code, the
parties agree to cooperate in taking all reasonable measures to restructure the arrangement to minimize or avoid such adverse tax treatment
without materially impairing Optionee’s economic rights.
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- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Section 14a
-Number 240
-Subsection 12
| Name: |
dei_SolicitingMaterial |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionTrading symbol of an instrument as listed on an exchange.
| Name: |
dei_TradingSymbol |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:tradingSymbolItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Securities Act
-Number 230
-Section 425
| Name: |
dei_WrittenCommunications |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
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