EXHIBIT A
CREDITRISKMONITOR.COM, INC.
2020 Long Term Incentive Plan
Plan Document
EXHIBIT B
CREDITRISKMONITOR.COM, INC.
2020 Long Term Incentive Plan
Plan Prospectus
EXHIBIT C
CREDITRISKMONITOR.COM, INC.
2020 Long Term Incentive Plan
Form of Exercise of Stock Option
Dear Sir or Madam:
The undersigned elects to exercise his/her [Incentive][Non-qualified] Stock Option to purchase shares of Common Stock of CreditRiskMonitor.com, Inc. (the “Company”) under and pursuant to a Stock Option Agreement dated as of .
1. ☐ Delivered herewith is a certified or bank cashier’s or teller’s check for the following amount: $
2. ☐ Delivered herewith are shares of Common Stock held by the undersigned for at least six months*, valued at the closing sale price of the stock on the business day prior
to the date of exercise**, as follows:
$ in the form of shares of Common Stock, valued at $ per share
3. ☐ Delivered herewith are irrevocable instructions to a broker approved by the Company to deliver promptly to the Company the amount of sale or loan proceeds to pay the
exercise price.**
4. ☐ I hereby surrender all rights to such number of Shares that are subject to this Option being exercised and that have a Fair Market Value equal to the exercise price
and taxes payable, with any additional amount that I owe being paid by me through salary reduction from Company’s next payroll.**
EXHIBIT D
CREDITRISKMONITOR.COM, INC.
2020 Long Term Incentive Plan
Designation of Beneficiary
In connection with Award Agreements between CreditRiskMonitor.com, Inc. (the “Company”) and
, an individual residing at (the “Recipient”), the Recipient hereby
designates the person specified below as the beneficiary of the Recipient’s interest in Awards as defined in the Company’s 2020 Long Term Incentive Plan (the “Plan”). This designation shall remain in effect
until revoked in writing by the Recipient.
This beneficiary designation relates to any and all of Recipient’s rights under the following Award or Awards:
The Recipient understands that this designation operates to entitle the above-named beneficiary to the rights conferred by an Award from the date this form is delivered to
the Company until such date as this designation is revoked in writing by the Recipient, including by delivery to the Company of a written designation of beneficiary executed by the Recipient dated as of a later date.
Notary Public
County of
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State of
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CREDITRISKMONITOR.COM, INC.
2020 Long Term Incentive Plan
SAR Award Agreement
Award No.
You (the “Participant”) are hereby awarded Stock Appreciation Rights subject to the terms and conditions set forth in this agreement
(as may be amended or restated from time to time, the “Award Agreement”) and in the CreditRiskMonitor.com, Inc. 2020 Long Term Incentive Plan (as may be amended or restated from time to time, the “Plan”). A copy of the Plan is attached hereto as EXHIBIT A. A summary of the Plan appears in its Prospectus, which is attached hereto as EXHIBIT B. You should review carefully these documents, and consult with
your personal financial advisor, in order to fully understand the implications of this Award, including your tax alternatives or their consequences. This Award is conditioned on your execution of this Award Agreement within 21 days following the
Award Date designated in Section 1 below.
By executing this Award Agreement, you agree to be bound by all of the Plan’s terms and conditions as if they had been set out verbatim in this Award Agreement. In addition,
you recognize and agree that all determinations, interpretations, or other actions respecting the Plan and this Award Agreement will be made by the Board of Directors (the “Board”) of CreditRiskMonitor.com,
Inc. (the “Company”) or the Committee pursuant to Section 4 of the Plan, and that such determinations, interpretations or other actions shall (in the absence of manifest bad faith or fraud) be final,
conclusive and binding upon all parties, including you and your heirs, representatives and successors-in-interest. Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Plan.
1. Individualized Terms. This portion of your Award is being granted pursuant to Section 7 of
the Plan, and shall have the following terms:
SAR Award Agreement
CreditRiskMonitor.com, Inc.
2020 Long Term Incentive Plan
2. Accelerated Vesting; Change in Corporate Control. To the extent you have not previously
vested in your rights with respect to this Award, your Award will become:
3. Vesting and Exercise of Your Award. No Shares will be issued and no cash will be paid to
you before your Award vests in accordance with Section 1 or 2 above and is exercised. To the extent you have vested in this Award, you may exercise it at any time and from time to time in accordance with the Plan, using the exercise form attached
hereto as EXHIBIT C. The amount you receive upon exercise will equal the product of:
(a) the number of SAR Shares that you designate for exercise, and
(b) the excess of 100% of the Fair Market Value of a Share on the date of exercise over the Base Price stated in Section 1 above.
4. Form of Payments to You. The Company will make any payment to you under this Award in the
form of Shares, with cash paid in lieu of fractional Shares. Any Shares that you receive will be free from vesting restrictions (but subject to such legends as the Company determines to be appropriate). Notwithstanding the foregoing, the Company
will not issue Share certificates to you unless you have made arrangements satisfactory to the Committee to satisfy any applicable tax-withholding obligations.
5. Failure of Vesting Restrictions. By executing this Award, you acknowledge and agree that if
your Continuous Service terminates under circumstances that do not result in accelerated vesting pursuant to Section 2 above, you will irrevocably forfeit any and all unvested rights under this Award, and this Award will immediately become null,
void, and unenforceable.
6. Long-term Consideration for Award. The Participant
recognizes and agrees that the Company’s key consideration in granting this Award is securing the long-term commitment of the Participant to serve as a [include job title or description of the Participant] who will advance and promote the business interests and objectives of the Company and/or its Affiliates (the “Company
Group”). Accordingly, the Participant agrees that this Award shall be subject to the terms and conditions set forth in Section 26 of the Plan (relating to the termination, rescission, and recapture if you violate certain commitments made
therein to the Company Group), as well as to the following terms and conditions as material and indivisible consideration for this Award:
SAR Award Agreement
CreditRiskMonitor.com, Inc.
2020 Long Term Incentive Plan
(a) Fiduciary Duty. During his or her service with the Company Group, the Participant shall devote his or her full energies, abilities, attention and business time to
the performance of his or her service responsibilities and shall not engage in any activity which conflicts or interferes with, or in any way compromises, his or her performance of such responsibilities.
(b) Confidential Information. The Participant recognizes that by virtue of his or her service with the Company Group, he or she will be granted otherwise prohibited
access to confidential information and proprietary data which are not known, and not readily accessible to the Company Group’s competitors. This information (the “Confidential Information”) includes, but is
not limited to, identity of current and prospective customers; the identity of key contacts at such customers; customers’ particularized preferences and needs; pricing, length and other terms of customer contracts; marketing strategies and plans;
financial data; personnel data; compensation data; proprietary procedures and processes; and other unique and specialized practices, programs and plans of the Company Group and their respective customers and prospective customers. The Participant
recognizes that this Confidential Information constitutes a valuable property of the Company Group, developed over a significant period of time and at substantial expense. Accordingly, the Participant agrees that he or she shall not, at any time
during or after his or her service with the Company Group, divulge such Confidential Information or make use of it for his or her own purposes or the purposes of any person or entity other than the Company Group.
(c) Non-Solicitation of Customers. The Participant recognizes that by virtue of his or her service with the Company Group he or she will be introduced to and involved
in the solicitation and servicing of existing customers of the Company Group and new customers obtained by the Company Group during his or her service. The Participant understands and agrees that all efforts expended in soliciting and servicing
such customers shall be for the permanent benefit of the Company Group. The Participant further agrees that during his or her service with the Company Group the Participant will not engage in any conduct which could in any way jeopardize or disturb
any of the Company Group’s customer relationships. The Participant also recognizes the Company Group’s legitimate interest in protecting, for a reasonable period of time after his or her service with the Company Group, the Company Group’s
customers. Accordingly, the Participant agrees that, for a period beginning on the date hereof and ending one (1) year after termination of Participant’s service with the Company Group, regardless of the reason for such termination, the Participant
shall not, directly or indirectly, without the prior written consent of the Chief Executive Officer or Chairman of the Company, render services to or otherwise directly or indirectly engage in or assist, or solicit any actual or potential customer
or supplier of the Company Group for, any business that competes, or is working to compete, directly or indirectly, with the Company Group.
(d) Non-Solicitation of Employees. The Participant recognizes the substantial expenditure of time and effort which the Company Group devotes to the recruitment,
hiring, orientation, training and retention of its employees. Accordingly, the Participant agrees that, for a period beginning on the date hereof and ending two (2) years after termination of Participant’s service with the Company Group, regardless
of the reason for such termination, the Participant shall not, directly or indirectly, for himself or herself or on behalf of any other person or entity, solicit, offer employment to, hire or otherwise retain the services of any employee of the
Company Group.
SAR Award Agreement
CreditRiskMonitor.com, Inc.
2020 Long Term Incentive Plan
(e) Survival of Commitments; Potential Recapture of Award and Proceeds. The Participant acknowledges and agrees that the terms and conditions of this Section
regarding confidentiality and non-solicitation shall survive both (i) the termination of Participant’s service with the Company Group for any reason, and (ii) the termination of the Plan for any reason. The Participant acknowledges and agrees that
the grant of Stock Appreciation Rights in this Award Agreement is just and adequate consideration for the survival of the restrictions set forth herein, and that the Company Group may pursue any or all of the following remedies if the Participant
either violates the terms of this Section or succeeds for any reason in invalidating any part of it (it being understood that the invalidity of any term hereof would result in a failure of consideration for the Award):
The remedies provided above are not intended to be exclusive, and the Company Group may seek such other remedies as are provided by law, including equitable relief.
(f) Acknowledgement. The Participant acknowledges and agrees that his or her adherence to the foregoing requirements will not prevent him or her from engaging in his
or her chosen occupation and earning a satisfactory livelihood following the termination of his or her service with the Company Group.
7. Investment Purposes. By executing this Award, you represent and warrant to the Company that
any Shares issued to you pursuant to this Award will be for investment for your own account and not with a view to, for resale in connection with, or with an intent of participating directly or indirectly in, any distribution of such Shares
within the meaning of the Securities Act of 1933, as amended.
8. Designation of Beneficiary. Notwithstanding anything to the contrary contained herein or in
the Plan, following the execution of this Award Agreement, you may expressly designate a beneficiary (the “Beneficiary”) to your interest in the SAR awarded hereby. You shall designate the Beneficiary by
completing and executing a designation of beneficiary agreement substantially in the form attached hereto as EXHIBIT D (the “Designation of Beneficiary”) and delivering an executed and notarized copy of
the Designation of Beneficiary to the Company.
9. Restrictions on Transfer. Except as set forth in the Plan, this Award Agreement may not be
sold, pledged, or otherwise transferred without the prior written consent of the Committee. Notwithstanding the foregoing, you may transfer this Award Agreement (i) by instrument to an inter vivos or testamentary trust (or other entity) in which
each beneficiary is a permissible gift recipient, as such is set forth in clause (ii) of this Section, or (ii) by gift to charitable institutions or by gift or transfer for consideration to any of your relatives as follows (or to an inter vivos
trust, testamentary trust or other entity primarily for the benefit of your relatives as follows): any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, domestic partner, sibling, niece, nephew, mother-in-law,
father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including adoptive relationships. Any transferee of your rights shall succeed and be subject to all of the terms of this Award Agreement and the Plan.
SAR Award Agreement
CreditRiskMonitor.com, Inc.
2020 Long Term Incentive Plan
10. Income Taxes and Deferred Compensation. The Participant is solely responsible and liable
for the satisfaction of all taxes and penalties that may arise in connection with this Award (including any taxes arising under Section 409A of the Code), and the Company shall not have any obligation to indemnify or otherwise hold any
Participant harmless from any or all of such taxes. The Committee shall have the discretion to unilaterally modify this Award in a manner that (i) conforms with the requirements of Section 409A of the Code, (ii) that voids any election of the
Participant to the extent it would violate Section 409A of the Code, and (iii) for any distribution election that would violate Section 409A of the Code, to make distributions pursuant to the Award at the earliest to occur of a distribution event
that is allowable under Section 409A of the Code or any distribution event that is both allowable under Section 409A of the Code and is elected by the Participant, subject to any valid second election to defer, provided that the Committee permits
second elections to defer in accordance with Section 409A(a)(4)(c). The Committee shall have the sole discretion to interpret the requirements of the Code, including Section 409A, for purposes of the Plan and this Award Agreement.
11. Notices. Any notice or communication required or permitted by any provision of this Award
Agreement to be given to you shall be in writing and shall be delivered personally or sent by certified mail, return receipt requested, addressed to you at the last address that the Company had for you on its records. Each party may, from time to
time, by notice to the other party hereto, specify a new address for delivery of notices relating to this Award Agreement. Any such notice shall be deemed to be given as of the date such notice is personally delivered or properly mailed.
12. Binding Effect. Except as otherwise provided in this Award Agreement or in the Plan, every
covenant, term, and provision of this Award Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, legatees, legal representatives, successors, transferees, and assigns.
13. Modifications. This Award Agreement may be modified or amended at any time, in accordance
with Section 15 of the Plan, provided that you must consent in writing to any modification that adversely alters or impairs any of your rights or obligations under this Award Agreement, unless there is an express Plan provision that permits the
Committee to unilaterally make the modification.
14. Headings. Section and other headings contained in this Award Agreement are for reference
purposes only and are not intended to describe, interpret, define or limit the scope or intent of this Award Agreement or any provision hereof.
15. Severability. Every provision of this Award Agreement and of the Plan is intended to be
severable. If any term hereof is illegal or invalid for any reason, such illegality or invalidity shall not affect the validity or legality of the remaining terms of this Award Agreement.
SAR Award Agreement
CreditRiskMonitor.com, Inc.
2020 Long Term Incentive Plan
16. Counterparts. This Award Agreement may be executed by the parties hereto in separate
counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute one and the same instrument.
17. Plan Governs. By signing this Award Agreement, you
acknowledge that you have received a copy of the Plan and that your Award Agreement is subject to all the provisions contained in the Plan, the provisions of which are made a part of this Award Agreement, and that your Award is subject to all
interpretations, amendments, rules and regulations which from time to time may be promulgated and adopted pursuant to the Plan. In the event of a conflict between the provisions of this Award Agreement and those of the Plan, the provisions of the
Plan shall control.
18. Governing Law. The laws of the State of Nevada (without regard to conflicts of laws
principles) shall govern the validity of this Award Agreement, the construction of its terms, and the interpretation of the rights and duties of the parties hereto.
19. Not a Contract of Employment. By executing this Award Agreement you acknowledge and agree
that (i) any person whose service is terminated before full vesting of an award, such as the one granted to you by this Award, could claim that he or she was terminated to preclude vesting; (ii) you promise never to make such a claim; (iii)
nothing in this Award Agreement or the Plan confers on you any right to continue an employment, service or consulting relationship with the Company Group, nor shall it affect in any way your right or the Company Group’s right to terminate your
employment, service, or consulting relationship at any time, with or without Cause; and (iv) the Company would not have granted this Award to you but for these acknowledgements and agreements.
20. [Employment Agreement Provision [OPTIONAL IF EMPLOYEE HAS
AN EMPLOYMENT AGREEMENT] By executing this Award, you acknowledge and agree that your rights upon a termination of employment before full vesting of this Award will be determined under Section of that certain
employment agreement between you and the Company, dated as of , 20 .]
[Signature Page Follows]
SAR Award Agreement
CreditRiskMonitor.com, Inc.
2020 Long Term Incentive Plan
BY YOUR SIGNATURE BELOW, along with the signature of the Company’s representative, you and the Company agree that this Award is being made under and governed by the terms and
conditions of this Award and the Plan.
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PARTICIPANT
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The undersigned Participant hereby
accepts the terms
of this Award and the Plan.
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EXHIBIT A
CREDITRISKMONITOR.COM, INC.
2020 Long Term Incentive Plan
Plan Document
EXHIBIT B
CREDITRISKMONITOR.COM, INC.
2020 Long Term Incentive Plan
Plan Prospectus
EXHIBIT C
CREDITRISKMONITOR.COM, INC.
2020 Long Term Incentive Plan
Form of Stock Appreciation Rights Exercise
Dear Sir or Madam:
The undersigned elects to exercise his/her Stock Appreciation Rights with respect to shares of Common Stock of CreditRiskMonitor.com, Inc. (the “Company”) under and pursuant to an SAR Award Agreement dated as of .
The undersigned recognizes and agrees that the Company will satisfy its obligations arising from this exercise notice through issuing shares of its Common Stock, with the
name or names to be on the stock certificate or certificates and the address and Social Security Number of such person(s) to be as follows:
I hereby surrender all rights to such number of shares of Common Stock that are issuable pursuant to this SAR being exercised and that have a Fair Market Value equal to the
taxes payable in connection therewith, with any additional amount that I owe being paid by me through salary reduction from Company’s next payroll.
EXHIBIT D
CREDITRISKMONITOR.COM, INC.
2020 Long Term Incentive Plan
Designation of Beneficiary
In connection with Award Agreements between CreditRiskMonitor.com, Inc. (the “Company”) and , an
individual residing at (the “Recipient”), the Recipient hereby designates the person specified below as the beneficiary of the Recipient’s interest in Awards as
defined in the Company’s 2020 Long Term Incentive Plan (the “Plan”). This designation shall remain in effect until revoked in writing by the Recipient.
This beneficiary designation relates to any and all of Recipient’s rights under the following Award or Awards:
The Recipient understands that this designation operates to entitle the above-named beneficiary to the rights conferred by an Award from the date this form is delivered to
the Company until such date as this designation is revoked in writing by the Recipient, including by delivery to the Company of a written designation of beneficiary executed by the Recipient dated as of a later date.
Sworn to before me this
day of , 20
CREDITRISKMONITOR.COM, INC.
2020 Long Term Incentive Plan
Restricted Share Award Agreement
Award No.
You (the “Participant”) are hereby awarded Restricted Shares (“Restricted Shares”) subject
to the terms and conditions set forth in this Restricted Share Award Agreement (as may be amended or restated from time to time, the “Award Agreement”), and in the CreditRiskMonitor.com, Inc. 2020 Long Term
Incentive Plan (as may be amended or restated from time to time, the “Plan”), which is attached hereto as EXHIBIT A. A summary of the Plan appears in its Prospectus, which is attached hereto as EXHIBIT B.
You should review carefully these documents, and consult with your personal financial advisor, in order to fully understand the implications of this Award Agreement, including your tax alternatives and their consequences. This Award is conditioned
on your execution of this Award Agreement within 21 days following the Award Date designated in Section 1 below.
By executing this Award Agreement, you agree to be bound by all of the Plan’s terms and conditions as if they had been set out verbatim in this Award Agreement. In addition,
you recognize and agree that all determinations, interpretations, or other actions respecting the Plan and this Award Agreement will be made by the Board of Directors (the “Board”) of CreditRiskMonitor.com,
Inc. (the “Company”) or the Committee pursuant to Section 4 of the Plan, and that such determinations, interpretations or other actions shall (in the absence of manifest bad faith or fraud) be final,
conclusive and binding upon all parties, including you and your heirs, representatives and successors-in-interest. Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Plan.
1. Specific Terms. Your Restricted Shares have the following
terms:
Restricted Share Award Agreement
CreditRiskMonitor.com, Inc.
2020 Long Term Incentive Plan
2. Accelerated Vesting; Change in Corporate Control. To
the extent you have not previously vested in your rights with respect to this Award, your Award will become:
3. Dividends. When Shares are delivered to you or
your duly-authorized transferee pursuant to the vesting of the Shares, you or your duly-authorized transferee shall also be entitled to receive, with respect to each Share issued, an amount equal to any cash dividends (plus simple interest at a
rate of 5% per annum, or such other reasonable rate as the Committee may determine) and a number of Shares equal to any stock dividends, which were declared and paid to the holders of Shares between the Grant Date and the date such Shares are
issued.
4. Investment Purposes. By executing this Agreement,
you represent and warrant to the Company that you are acquiring your Restricted Shares for investment purposes only and not with a view to, for resale in connection with, or with an intent of participating directly or indirectly in, any
distribution of such Restricted Shares within the meaning of the Securities Act of 1933, as amended.
5. Issuance of Restricted Shares. Until all vesting
restrictions lapse, any certificates that you receive for Restricted Shares will include a legend stating that they are subject to the restrictions set forth in the Plan and this Award Agreement. The Company may, in its discretion, hold such
Restricted Shares in escrow until vesting occurs. Certificates shall not be delivered to you unless you have made arrangements satisfactory to the Committee to satisfy your tax-withholding obligations. The certificates evidencing such Restricted
Shares that will be issued will bear the following legend that shall remain in place and effective until all other vesting restrictions lapse and new certificates are issued:
“The sale or other transfer of the Stock represented by this certificate, whether voluntary, involuntary, or by operation of law, is subject to certain restrictions on
transfer set forth in the CreditRiskMonitor.com, Inc. 2020 Long Term Incentive Plan, and in any rules and administrative procedures adopted pursuant to such Plan and in a related Award Agreement. A copy of the Plan, such rules and procedures and
such Award Agreement may be obtained from the Secretary of CreditRiskMonitor.com, Inc.”
Restricted Share Award Agreement
CreditRiskMonitor.com, Inc.
2020 Long Term Incentive Plan
6. Unvested Restricted Shares. You will be reflected as the owner of record on the Company’s books and records of any Shares issued pursuant to this Award Agreement. The Company will hold the stock certificates for safekeeping
until such Shares have become vested and non-forfeitable. You must deliver to the Company, as soon as practicable after the date any Shares are issued, a stock power, endorsed in blank, with respect to any such Shares. If you forfeit any Shares,
the stock power will be used to return the certificates for the forfeited Shares to the Company’s transfer agent for cancellation. As the owner of record of any Restricted Shares you qualify to receive pursuant to this Award Agreement, you will
be entitled to all rights of a stockholder of the Company, including the right to vote Shares and the right to the payment of any cash dividends and other distributions (including those paid in stock) following the date of issuance of such Shares
and to the extent paid in stock, such stock shall be subject to the same restrictions contained in Section 1 hereof, subject in each case to the treatment of the Award upon termination of service with the Company and/or an Affiliate (the “Company
Group”) before the particular record date for determining stockholders of record entitled to the payment of the dividend or distribution.
7. Termination of Continuous Service. Subject to Section 2 above, this Award shall be canceled and become automatically null and void immediately after termination of your Continuous Service
for any reason, but only to the extent you have not become vested, pursuant to the foregoing terms, on or at the time your Continuous Service ends.
8. [Performance-based Acceleration. [OPTIONAL] Your
Restricted Shares shall be subject to accelerated vesting following the [first][second][third][fourth] anniversary of the Award Date if the Committee determines that the following performance conditions have been satisfied:
.]
9. Long-term Consideration for Award. The Participant recognizes and agrees that the Company’s key consideration in granting this Award is securing the long-term commitment of the Participant to serve as a
[include job title or description of the Participant] who will advance and promote the Company Group’s business interests and objectives. Accordingly, the Participant agrees that this Award shall be subject to the terms and conditions set forth
in Section 26 of the Plan (relating to the termination, rescission, and recapture if you violate certain commitments made therein to the Company Group), as well as to the following terms and conditions as material and indivisible consideration
for this Award:
(a) Fiduciary Duty. During his or her service with the Company Group, the Participant shall devote his or her full energies, abilities, attention
and business time to the performance of his or her service responsibilities and shall not engage in any activity which conflicts or interferes with, or in any way compromises, his or her performance of such responsibilities.
Restricted Share Award Agreement
CreditRiskMonitor.com, Inc.
2020 Long Term Incentive Plan
(b) Confidential Information. The Participant recognizes that by virtue of his or her service with the Company Group, he or she will be granted otherwise prohibited
access to confidential information and proprietary data which are not known and not readily accessible to the Company Group’s competitors. This information (the “Confidential Information”) includes, but is
not limited to, identity of current and prospective customers; identity of key contacts at such customers; customers’ particularized preferences and needs; pricing, length and other terms of customer contracts; marketing strategies and plans;
financial data; personnel data; compensation data; proprietary procedures and processes; and other unique and specialized practices, programs and plans of the Company Group and their respective customers and prospective customers. The Participant
recognizes that this Confidential Information constitutes a valuable property of the Company Group, developed over a significant period of time and at substantial expense. Accordingly, the Participant agrees that he or she shall not, at any time
during or after his or her service with the Company Group, divulge such Confidential Information or make use of it for his or her own purposes or the purposes of any person or entity other than the Company Group.
(c) Non-Solicitation of Customers. The Participant recognizes that by virtue of his or her service with the Company Group he or she will be introduced to and
involved in the solicitation and servicing of existing customers of the Company Group and new customers obtained by the Company Group during his or her service. The Participant understands and agrees that all efforts expended in soliciting and
servicing such customers shall be for the permanent benefit of the Company Group. The Participant further agrees that during his or her service with the Company Group the Participant will not engage in any conduct which could in any way jeopardize
or disturb any of the Company Group’s customer relationships. The Participant also recognizes the Company Group’s legitimate interest in protecting, for a reasonable period of time after his or her service with the Company Group, the Company
Group’s customers. Accordingly, the Participant agrees that, for a period beginning on the date hereof and ending one (1) year after termination of Participant’s service with the Company Group, regardless of the reason for such termination, the
Participant shall not, directly or indirectly, without the prior written consent of the Chief Executive Officer or Chairman of the Company, render services to or otherwise directly or indirectly engage in or assist, or solicit any actual or
potential customer or supplier of the Company Group for, any business that competes, or is working to compete, directly or indirectly, with the Company Group.
(d) Non-Solicitation of Employees. The Participant recognizes the substantial expenditure of time and effort which the Company Group devotes to the recruitment,
hiring, orientation, training and retention of its employees. Accordingly, the Participant agrees that, for a period beginning on the date hereof and ending two (2) years after termination of Participant’s service with the Company Group, regardless
of the reason for such termination, the Participant shall not, directly or indirectly, for himself or herself or on behalf of any other person or entity, solicit, offer employment to, hire or otherwise retain the services of any employee of the
Company Group.
(e) Survival of Commitments; Potential Recapture of Award and Proceeds. The Participant acknowledges and agrees that the terms and conditions of this Section
regarding confidentiality and non-solicitation shall survive both (i) the termination of Participant’s service with the Company Group for any reason, and (ii) the termination of the Plan for any reason. The Participant acknowledges and agrees that
the grant of the Restricted Shares pursuant to this Award Agreement is just and adequate consideration for the survival of the restrictions set forth herein, and that the Company Group may pursue any or all of the following remedies if the
Participant either violates the terms of this Section or succeeds for any reason in invalidating any part of it (it being understood that the invalidity of any term hereof would result in a failure of consideration for the Award):
Restricted Share Award Agreement
CreditRiskMonitor.com, Inc.
2020 Long Term Incentive Plan
The remedies provided above are not intended to be exclusive, and the Company Group may seek such other remedies as are provided by law, including equitable relief.
(f) Acknowledgement. The Participant acknowledges and agrees that his or her adherence to the foregoing requirements will not prevent him or her from engaging in
his or her chosen occupation and earning a satisfactory livelihood following the termination of his or her service with the Company Group.
10. Section 83(b) Election Notice. If you make an election under Section 83(b) of the Internal Revenue Code of 1986, as amended, with respect to the Shares underlying your Restricted Shares (a “Section 83(b) Election”),
you agree to provide a copy of such election to the Company within 10 days after filing that election with the Internal Revenue Service. EXHIBIT C attached hereto contains a suggested form of Section 83(b) Election.
11. Designation of Beneficiary. Notwithstanding
anything to the contrary contained herein or in the Plan, following the execution of this Award Agreement, you may expressly designate a beneficiary (the “Beneficiary”) to your interest, if any, in the
Restricted Shares awarded hereby. You shall designate the Beneficiary by completing and executing a designation of beneficiary agreement substantially in the form attached hereto as EXHIBIT D (the “Designation of
Beneficiary”) and delivering an executed and notarized copy of the Designation of Beneficiary to the Company.
12. Restrictions on Transfer. Except as set forth
in the Plan, this Award Agreement may not be sold, pledged, or otherwise transferred without the prior written consent of the Committee. Notwithstanding the foregoing, you may transfer this Award Agreement (i) by instrument to an inter vivos or
testamentary trust (or other entity) in which each beneficiary is a permissible gift recipient, as such is set forth in clause (ii) of this Section, or (ii) by gift to charitable institutions or by gift or transfer for consideration to any of
your relatives as follows (or to an inter vivos trust, testamentary trust or other entity primarily for the benefit of your relatives as follows): any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, domestic
partner, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including adoptive relationships. Any transferee of your rights shall succeed and be subject to all of the terms of this
Award Agreement and the Plan.
Restricted Share Award Agreement
CreditRiskMonitor.com, Inc.
2020 Long Term Incentive Plan
13. Income Taxes and Deferred Compensation. The
Participant is solely responsible and liable for the satisfaction of all taxes and penalties that may arise in connection with this Award (including any taxes arising under Section 409A of the Code), and the Company shall not have any obligation
to indemnify or otherwise hold any Participant harmless from any or all of such taxes. The Committee shall have the discretion to unilaterally modify this Award in a manner that (i) conforms with the requirements of Section 409A of the Code, (ii)
that voids any election of the Participant to the extent it would violate Section 409A of the Code, and (iii) for any distribution election that would violate Section 409A of the Code, to make distributions pursuant to the Award at the earliest
to occur of a distribution event that is allowable under Section 409A of the Code or any distribution event that is both allowable under Section 409A of the Code and is elected by the Participant, subject to any valid second election to defer,
provided that the Committee permits second elections to defer in accordance with Section 409A(a)(4)(C). The Committee shall have the sole discretion to interpret the requirements of the Code, including Section 409A, for purposes of the Plan and
this Award Agreement.
14. Notices. Any notice or communication required
or permitted by any provision of this Award Agreement to be given to you shall be in writing and shall be delivered personally or sent by certified mail, return receipt requested, addressed to you at the last address that the Company had for you
on its records. Each party may, from time to time, by notice to the other party hereto, specify a new address for delivery of notices relating to this Award Agreement. Any such notice shall be deemed to be given as of the date such notice is
personally delivered or properly mailed.
15. Binding Effect.
Except as otherwise provided in this Award Agreement or in the Plan, every covenant, term, and provision of this Award Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, legatees,
legal representatives, successors, transferees, and assigns.
16. Modifications. This Award Agreement may be
modified or amended at any time, in accordance with Section 15 of the Plan, provided that you must consent in writing to any modification that adversely alters or impairs any of your rights or obligations under this Award Agreement, unless there
is an express Plan provision that permits the Committee to unilaterally make the modification.
17. Headings. Section
and other headings contained in this Award Agreement are for reference purposes only and are not intended to describe, interpret, define or limit the scope or intent of this Award Agreement or any provision hereof.
18. Severability. Every
provision of this Award Agreement and of the Plan is intended to be severable. If any term hereof is illegal or invalid for any reason, such illegality or invalidity shall not affect the validity or legality of the remaining terms of this Award
Agreement.
Restricted Share Award Agreement
CreditRiskMonitor.com, Inc.
2020 Long Term Incentive Plan
19. Counterparts. This
Award Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute one and the same instrument.
20. Plan Governs. By
signing this Award Agreement, you acknowledge that you have received a copy of the Plan and that your Award Agreement is subject to all the provisions contained in the Plan, the provisions of which are made a part of this Award Agreement, and
that your Award is subject to all interpretations, amendments, rules and regulations which from time to time may be promulgated and adopted pursuant to the Plan. In the event of a conflict between the provisions of this Award Agreement and those
of the Plan, the provisions of the Plan shall control.
21. Governing Law. The laws of the State of Nevada
(without regard to conflicts of laws principles) shall govern the validity of this Award Agreement, the construction of its terms, and the interpretation of the rights and duties of the parties hereto.
22. Not a Contract of Employment. By executing this Award Agreement you acknowledge and agree that (i) any person whose service is terminated before full vesting of an award, such as the one granted to you by this Award, could claim that he
or she was terminated to preclude vesting; (ii) you promise never to make such a claim; (iii) nothing in this Award Agreement or the Plan confers on you any right to continue an employment, service or consulting relationship with the Company
Group, nor shall it affect in any way your right or the Company Group’s right to terminate your employment, service, or consulting relationship at any time, with or without Cause; and (iv) the Company would not have granted this Award to you but
for these acknowledgements and agreements.
23. [Employment Agreement Provision [OPTIONAL IF EMPLOYEE
HAS AN EMPLOYMENT AGREEMENT] By executing this Award, you acknowledge and agree that your rights upon a termination of employment before full vesting of this Award will be determined under Section of that certain
employment agreement between you and the Company, dated as of .]
<Signature Page Follows>
Restricted Share Award Agreement
CreditRiskMonitor.com, Inc.
2020 Long Term Incentive Plan
BY YOUR SIGNATURE BELOW, along with the signature of the Company’s representative, you and the Company agree that the Restricted Shares are awarded under and governed by the
terms and conditions of this Award Agreement and the Plan.
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PARTICIPANT
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The undersigned Participant hereby
accepts the terms
of this Award and the Plan.
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EXHIBIT A
CREDITRISKMONITOR.COM, INC.
2020 Long Term Incentive Plan
Plan Document
EXHIBIT B
CREDITRISKMONITOR.COM, INC.
2020 Long Term Incentive Plan
Plan Prospectus
EXHIBIT C
CREDITRISKMONITOR.COM, INC.
2020 Long Term Incentive Plan
Section 83(b) Election Form
Attached is an Internal Revenue Code Section 83(b) Election Form. IF YOU WISH TO MAKE A SECTION 83(B) ELECTION, YOU
MUST DO SO WITHIN 30 DAYS AFTER THE DATE THE RESTRICTED SHARES COVERED BY THE ELECTION WERE TRANSFERRED TO YOU. In order to make the election, you must completely fill out the attached form and file one
copy with the Internal Revenue Service office where you file your tax return. In addition, one copy of the statement also must be submitted with your income tax return for the taxable year in which you make this election. Finally, you also must
submit a copy of the election form to the Company within 10 days after filing that election with the Internal Revenue Service. A Section 83(b) Election normally cannot be revoked.
EXHIBIT C
CREDITRISKMONITOR.COM, INC.
2020 Long Term Incentive Plan
Election to Include Value of Restricted Shares in Gross Income
in Year of Transfer Under Internal Revenue Code Section 83(b)
Pursuant to Section 83(b) of the Internal Revenue Code, I hereby elect within 30 days after receiving the property described herein to be taxed immediately on its value
specified in item 5 below.
shares of common stock of CreditRiskMonitor.com, Inc. (the “Restricted Shares”).
The Restricted Shares are forfeitable until they is are earned in accordance with Section 1 of the CreditRiskMonitor.com, Inc. 2020 Long Term Incentive
Plan (“Plan”) Restricted Share Award Agreement (“Award Agreement”) or other Award Agreement or Plan provisions. The Restricted Shares generally are not transferable
until my interest becomes vested and nonforfeitable, pursuant to the Award Agreement and the Plan.
The fair market value at the time of transfer (determined without regard to any restrictions other than restrictions which by their terms never will
lapse) of the Restricted Shares with respect to which I am making this election is $ per share.
The amount I paid for the Restricted Shares is $ per share.
A copy of this statement has been furnished to my employer, . If the transferor of the Restricted Shares is not my
employer, that entity also has been furnished with a copy of this statement.
Nothing contained herein shall be held to change any of the terms or conditions of the Award Agreement or the Plan.
EXHIBIT D
CREDITRISKMONITOR.COM, INC.
2020 Long Term Incentive Plan
Designation of Beneficiary
In connection with Award Agreements between CreditRiskMonitor.com, Inc. (the “Company”) and
, an individual residing at (the “Recipient”),
the Recipient hereby designates the person specified below as the beneficiary of the Recipient’s interest in Awards, as defined in the Company’s 2020 Long Term Incentive Plan (as may be amended from time to time, the “Plan”). This designation shall remain in effect until revoked in writing by the Recipient.
This beneficiary designation relates to any and all of Recipient’s rights under the following Award or Awards:
The Recipient understands that this designation operates to entitle the above-named beneficiary to the rights conferred by an Award from the date this form is delivered to
the Company until such date as this designation is revoked in writing by the Recipient, including by delivery to the Company of a written designation of beneficiary executed by the Recipient dated as of a later date.
Sworn to before me this
day of , 20
Notary Public
County of
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State of
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CREDITRISKMONITOR.COM, INC.
2020 Long Term Incentive Plan
Restricted Share Unit Award Agreement
Award No.
You (the “Participant”) are hereby awarded Restricted Share Units (the “RSUs”) subject to the terms and conditions set forth in this Restricted Share Unit Award Agreement (as may be amended or restated from time to time, the “Award Agreement”), and in
the CreditRiskMonitor.com, Inc. 2020 Long Term Incentive Plan (as may be amended or restated from time to time, the “Plan”), which is attached hereto as EXHIBIT A. A
summary of the Plan appears in its Prospectus, which is attached hereto as EXHIBIT B. You should review carefully these documents, and consult with your personal financial advisor, in order to fully
understand the implications of this Award Agreement, including your tax alternatives and their consequences. This Award is conditioned on your execution of this Award Agreement within 21 days following the Award Date designated in Section 1 below.
By executing this Award Agreement, you agree to be bound by all of the Plan’s terms and conditions as if they had been set out verbatim in this Award Agreement. In addition,
you recognize and agree that all determinations, interpretations, or other actions respecting the Plan and this Award Agreement will be made by the Board of Directors (the “Board”) of CreditRiskMonitor.com,
Inc. (the “Company”) or the Committee pursuant to Section 4 of the Plan, and that such determinations, interpretations or other actions shall (in the absence of manifest bad faith or fraud) be final,
conclusive and binding upon all parties, including you and your heirs, representatives and successors-in-interest. Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Plan.
1. Specific Terms. Your RSUs have the following terms:
2. Accelerated Vesting; Change in Corporate Control. To the extent you have not
previously vested in your rights with respect to this Award, your Award will become:
Restricted Share Unit Award Agreement
CreditRiskMonitor.com, Inc.
2020 Long Term Incentive Plan
3. Dividends. When Shares are delivered to you or
your duly-authorized transferee pursuant to the vesting of the Shares underlying your RSUs, you or your duly-authorized transferee shall also be entitled to receive, with respect to each Share issued, an amount equal to any cash dividends (plus
simple interest at a rate of 5% per annum, or such other reasonable rate as the Committee may determine) and a number of Shares equal to any stock dividends, which were declared and paid to the holders of Shares between the Grant Date and the
date such Share is issued.
4. Investment Purposes. By executing this Agreement, you represent and warrant to the
Company that any Shares issued to you pursuant to your RSUs will be for investment for your own account and not with a view to, for resale in connection with, or with an intent of participating directly or indirectly in, any distribution of such
Shares within the meaning of the Securities Act of 1933, as amended.
5. Termination of Continuous Service. Subject to Section 2 hereof, this Award shall be
canceled and become automatically null and void immediately upon termination of your Continuous Service for any reason, but only to the extent you have not become vested, pursuant to the foregoing terms, on or at the time your Continuous Service
ends.
6. Satisfaction of Vesting Restrictions. No Shares will be issued before you complete the
requirements that are necessary for you to vest in the Shares underlying your RSUs. As soon as practicable after the date on which your RSUs vest in whole or in part, the Company will issue to you or your duly-authorized transferee, free from
vesting restrictions (but subject to such legends as the Company determines to be appropriate), one Share for each vested RSU. Fractional shares will not be issued, and cash will be paid in lieu thereof. Certificates shall not be delivered to you
unless you have made arrangements satisfactory to the Committee to satisfy tax-withholding obligations.
7. [Performance-based Acceleration. [OPTIONAL] Your RSUs shall be subject to accelerated vesting following the second anniversary of the Award Date if the Committee determines that the following performance conditions
have been satisfied: .]
8. Long-term Consideration for Award. The Participant recognizes and agrees that the Company’s key consideration in
granting this Award is securing the long-term commitment of the Participant to serve as a [include job title or description of the Participant] who will advance and promote
the business interests and objectives of the Company and/or its Affiliates (the “Company Group”). Accordingly, the Participant agrees that this Award shall be subject to the terms and conditions set forth
in Section 26 of the Plan (relating to the termination, rescission, and recapture if you violate certain commitments made therein to the Company Group), as well as to the following terms and conditions
as material and indivisible consideration for this Award:
Restricted Share Unit Award Agreement
CreditRiskMonitor.com, Inc.
2020 Long Term Incentive Plan
(a) Fiduciary Duty. During his or her service with the Company Group, the Participant shall devote his or her full energies, abilities, attention and business time to
the performance of his or her service responsibilities and shall not engage in any activity which conflicts or interferes with, or in any way compromises, his or her performance of such responsibilities.
(b) Confidential Information. The Participant recognizes that by virtue of his or her service with the Company Group, he or she will be granted otherwise prohibited
access to confidential information and proprietary data which are not known, and not readily accessible to the Company Group’s competitors. This information (the “Confidential Information”) includes, but is
not limited to, identity of current and prospective customers; identity of key contacts at such customers; customers’ particularized preferences and needs; pricing, length and other terms of customer contracts; marketing strategies and plans;
financial data; personnel data; compensation data; proprietary procedures and processes; and other unique and specialized practices, programs and plans of the Company Group and their respective customers and prospective customers. The Participant
recognizes that this Confidential Information constitutes a valuable property of the Company Group, developed over a significant period of time and at substantial expense. Accordingly, the Participant agrees that he or she shall not, at any time
during or after his or her service with the Company Group, divulge such Confidential Information or make use of it for his or her own purposes or the purposes of any person or entity other than the Company Group.
(c) Non-Solicitation of Customers. The Participant recognizes that by virtue of his or her service with the Company Group he or she will be introduced to and involved
in the solicitation and servicing of existing customers of the Company Group and new customers obtained by the Company Group during his or her service. The Participant understands and agrees that all efforts expended in soliciting and servicing
such customers shall be for the permanent benefit of the Company Group. The Participant further agrees that during his or her service with the Company Group the Participant will not engage in any conduct which could in any way jeopardize or disturb
any of the Company Group’s customer relationships. The Participant also recognizes the Company Group’s legitimate interest in protecting, for a reasonable period of time after his or her service with the Company Group, the Company Group’s
customers. Accordingly, the Participant agrees that, for a period beginning on the date hereof and ending one (1) year after termination of Participant’s service with the Company Group, regardless of the reason for such termination, the Participant
shall not, directly or indirectly, without the prior written consent of the Chief Executive Officer or Chairman of the Company, render services to or otherwise directly or indirectly engage in or assist, or solicit any actual or potential customer
or supplier of the Company Group for, any business that competes, or is working to compete, directly or indirectly, with the Company Group.
(d) Non-Solicitation of Employees. The Participant recognizes the substantial expenditure of time and effort which the Company Group devotes to the recruitment,
hiring, orientation, training and retention of its employees. Accordingly, the Participant agrees that, for a period beginning on the date hereof and ending two (2) years after termination of Participant’s service with the Company Group, regardless
of the reason for such termination, the Participant shall not, directly or indirectly, for himself or herself or on behalf of any other person or entity, solicit, offer employment to, hire or otherwise retain the services of any employee of the
Company Group.
(e) Survival of Commitments; Potential Recapture of Award and Proceeds. The Participant acknowledges and agrees that the terms and conditions of this Section regarding
confidentiality and non-solicitation shall survive both (i) the termination of Participant’s service with the Company Group for any reason, and (ii) the termination of the Plan, for any reason. The Participant acknowledges and agrees that the grant
of RSUs in this Award Agreement is just and adequate consideration for the survival of the restrictions set forth herein, and that the Company Group may pursue any or all of the following remedies if the Participant either violates the terms of
this Section or succeeds for any reason in invalidating any part of it (it being understood that the invalidity of any term hereof would result in a failure of consideration for the Award):
Restricted Share Unit Award Agreement
CreditRiskMonitor.com, Inc.
2020 Long Term Incentive Plan
The remedies provided above are not intended to be exclusive, and the Company Group may seek such other remedies as are provided by law, including equitable relief.
(f) Acknowledgement. The Participant acknowledges and agrees that his or her adherence to the foregoing requirements will not prevent him or her from engaging in his
or her chosen occupation and earning a satisfactory livelihood following the termination of his or her service with the Company Group.
9. Section 83(b) Election Notice. If you provide the
Company with prior written notice of your intention to make an election under Section 83(b) of the Internal Revenue Code of 1986, as amended, with respect to the Shares underlying your RSUs (a “Section 83(b)
Election”), the Committee may in its discretion convert your RSUs into Restricted Shares, on a one-for-one basis, in full satisfaction of this Award Agreement. You agree to provide a copy of such election to the Company within 10 days
after filing that election with the Internal Revenue Service. EXHIBIT C attached hereto contains a suggested form of Section 83(b) Election. Any Restricted Shares issued to you pursuant to this Section 9 shall bear such legends as the Company
determines to be appropriate until all vesting restrictions lapse and certificates are issued to you pursuant to Section 6 of this Award.
10. Designation of Beneficiary. Notwithstanding anything to the contrary contained herein or
in the Plan, following the execution of this Award Agreement, you may expressly designate a beneficiary (the “Beneficiary”) to your interest, if any, in the RSUs awarded hereby. You shall designate the
Beneficiary by completing and executing a designation of beneficiary agreement substantially in the form attached hereto as EXHIBIT D (the “Designation of Beneficiary”) and delivering an executed and
notarized copy of the Designation of Beneficiary to the Company.
11. Restrictions on Transfer. Except as set forth in the Plan, this Award Agreement may not
be sold, pledged, or otherwise transferred without the prior written consent of the Committee. Notwithstanding the foregoing, you may transfer this Award Agreement (i) by instrument to an inter vivos or testamentary trust (or other entity) in
which each beneficiary is a permissible gift recipient, as such is set forth in clause (ii) of this Section, or (ii) by gift to charitable institutions or by gift or transfer for consideration to any of your relatives as follows (or to an inter
vivos trust, testamentary trust or other entity primarily for the benefit of any of your relatives as follows): any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, domestic partner, sibling, niece, nephew,
mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including adoptive relationships. Any transferee of your rights shall succeed to and be subject to all of the terms of this Award Agreement and the Plan.
12. Income Taxes and Deferred Compensation. The Participant is solely responsible and liable for the satisfaction of all
taxes and penalties that may arise in connection with this Award (including any taxes arising under Section 409A of the Code), and the Company shall not have any obligation to indemnify or otherwise hold any Participant harmless from any or all
of such taxes. The Committee shall have the discretion to unilaterally modify this Award in a manner that (i) conforms with the requirements of Section 409A of the Code, (ii) that voids any election of the Participant to the extent it would
violate
Restricted Share Unit Award Agreement
CreditRiskMonitor.com, Inc.
2020 Long Term Incentive Plan
Section 409A of the Code, and (iii) for any distribution election that would violate Section 409A of the Code, to make distributions pursuant to the Award at the earliest to occur of a
distribution event that is allowable under Section 409A of the Code or any distribution event that is both allowable under Section 409A of the Code and is elected by the Participant, subject to any valid second election to defer, provided that the
Committee permits second elections to defer in accordance with Section 409A(a)(4)(C). The Committee shall have the sole discretion to interpret the requirements of the Code, including Section 409A, for purposes of the Plan and this Award Agreement.
13. Notices. Any notice or communication required or
permitted by any provision of this Award Agreement to be given to you shall be in writing and shall be delivered personally or sent by certified mail, return receipt requested, addressed to you at the last address that the Company had for you on
its records. Each party may, from time to time, by notice to the other party hereto, specify a new address for delivery of notices relating to this Award Agreement. Any such notice shall be deemed to be given as of the date such notice is
personally delivered or properly mailed.
14. Binding Effect. Except as otherwise provided in this Award Agreement or in the Plan, every
covenant, term, and provision of this Award Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, legatees, legal representatives, successors, transferees, and assigns.
15. Modifications. This Award Agreement may be modified or amended at any time, in accordance
with Section 15 of the Plan, provided that you must consent in writing to any modification that adversely alters or impairs any of your rights or obligations under this Award Agreement, unless there is an express Plan provision that permits the
Committee to unilaterally make the modification.
16. Headings. Section and other headings contained in this Award Agreement are for reference
purposes only and are not intended to describe, interpret, define or limit the scope or intent of this Award Agreement or any provision hereof.
17. Severability. Every provision of this Award Agreement and of the Plan is intended to be
severable. If any term hereof is illegal or invalid for any reason, such illegality or invalidity shall not affect the validity or legality of the remaining terms of this Award Agreement.
18. Counterparts. This Award Agreement may be executed by the parties hereto in separate
counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute one and the same instrument.
19. Plan Governs. By signing this Award Agreement, you acknowledge that you have received a
copy of the Plan and that your Award Agreement is subject to all the provisions contained in the Plan, the provisions of which are made a part of this Award Agreement, and that your Award is subject to all interpretations, amendments, rules and
regulations which from time to time may be promulgated and adopted pursuant to the Plan. In the event of a conflict between the provisions of this Award Agreement and those of the Plan, the provisions of the Plan shall control.
20. Governing Law. The laws of the State of Nevada (without regard to conflicts of laws
principles) shall govern the validity of this Award Agreement, the construction of its terms, and the interpretation of the rights and duties of the parties hereto.
21. Not a Contract of Employment. By executing this Award Agreement you acknowledge and
agree that (i) any person whose service is terminated before full vesting of an award, such as the one granted to you by this Award, could claim that he or she was terminated to preclude vesting; (ii) you promise never to make such a claim;
(iii) nothing in this Award Agreement or the Plan confers on you any right to continue an employment, service or consulting relationship with the Company Group, nor shall it affect in any way your right or the Company Group’s right to terminate
your employment, service, or consulting relationship at any time, with or without Cause; and (iv) the Company would not have granted this Award to you but for these acknowledgements and agreements.
Restricted Share Unit Award Agreement
CreditRiskMonitor.com, Inc.
2020 Long Term Incentive Plan
22. [Employment Agreement Provision [OPTIONAL IF EMPLOYEE HAS AN EMPLOYMENT AGREEMENT] By executing this Award, you acknowledge and agree that your rights upon a termination of employment before full vesting of this Award will be determined under Section of that certain employment
agreement between you and the Company, dated as of , 20 .]
Signature Page Follows
Restricted Share Unit Award Agreement
CreditRiskMonitor.com, Inc.
2020 Long Term Incentive Plan
BY YOUR SIGNATURE BELOW, along with the signature of the Company’s representative, you and the Company agree that the
RSUs hereby awarded under and governed by the terms and conditions of this Award Agreement and the Plan.
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PARTICIPANT
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The undersigned Participant hereby accepts the terms of this Award and the Plan.
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EXHIBIT A
CREDITRISKMONITOR.COM, INC.
2020 Long Term Incentive Plan
Plan Document
EXHIBIT B
CREDITRISKMONITOR.COM, INC.
2020 Long Term Incentive Plan
Plan Prospectus
EXHIBIT C
CREDITRISKMONITOR.COM, INC.
2020 Long Term Incentive Plan
Section 83(b) Election Form
Attached is an Internal Revenue Code Section 83(b) Election Form. IF YOU WISH TO MAKE A SECTION 83(B) ELECTION, YOU MUST DO SO WITHIN 30
DAYS AFTER THE DATE THE RESTRICTED SHARES COVERED BY THE ELECTION WERE TRANSFERRED TO YOU. In order to make the election, you must completely fill out the attached form and file one copy with the
Internal Revenue Service office where you file your tax return. In addition, one copy of the statement also must be submitted with your income tax return for the taxable year in which you make this election. Finally, you also must submit a copy
of the election form to the Company within 10 days after filing that election with the Internal Revenue Service. A Section 83(b) Election normally cannot be revoked.
EXHIBIT C
CREDITRISKMONITOR.COM, INC.
2020 Long Term Incentive Plan
Election to Include Value of Restricted Shares in Gross Income
In Year of Transfer Under Internal Revenue Code Section 83(b)
Pursuant to Section 83(b) of the Internal Revenue Code, I hereby elect within 30 days after receiving the property described herein to be taxed immediately on its value
specified in item 5 below.
shares of common stock of CreditRiskMonitor.com, Inc. (the “Restricted Shares”).
The Restricted Shares are forfeitable until they is are earned in accordance with Section 1 of the CreditRiskMonitor.com, Inc. 2020 Long Term Incentive
Plan (“Plan”) Restricted Share Award Agreement (“Award Agreement”) or other Award Agreement or Plan provisions. The Restricted Shares generally are not transferable
until my interest becomes vested and nonforfeitable, pursuant to the Award Agreement and the Plan.
The fair market value at the time of transfer (determined without regard to any restrictions other than restrictions which by their terms never will
lapse) of the Restricted Shares with respect to which I am making this election is $ per share.
The amount I paid for the Restricted Shares is $ per share.
A copy of this statement has been furnished to my employer, . If the transferor of the Restricted Shares is not my
employer, that entity also has been furnished with a copy of this statement.
Nothing contained herein shall be held to change any of the terms or conditions of the Award Agreement or the Plan.
EXHIBIT D
CREDITRISKMONITOR.COM, INC.
2020 Long Term Incentive Plan
Designation of Beneficiary
In connection with Award Agreements between CreditRiskMonitor.com, Inc. (the “Company”) and
, an individual residing at (the “Recipient”), the Recipient hereby designates the person specified below
as the beneficiary of the Recipient’s interest in Awards, as defined in the Company’s 2020 Long Term Incentive Plan (the “Plan”). This designation shall remain in effect until revoked in writing by the
Recipient.
This beneficiary designation relates to any and all of Recipient’s rights under the following Award or Awards:
The Recipient understands that this designation operates to entitle the above-named beneficiary to the rights conferred by an Award from the date this form is delivered to
the Company until such date as this designation is revoked in writing by the Recipient, including by delivery to the Company of a written designation of beneficiary executed by the Recipient dated as of a later date.
Sworn to before me this
day of , 20
Notary Public
County of
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State of
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CREDITRISKMONITOR.COM, INC.
2020 Long Term Incentive Plan
Deferral Election Agreement for Deferred Share Units
THIS DEFERRAL ELECTION AGREEMENT FOR DEFERRED SHARE UNITS (as may be amended or restated from time to time, the “Deferral Agreement”) is made this day of , , by and between (the “Participant”),
and CreditRiskMonitor.com, Inc. (the “Company”).
WHEREAS, the Company has established the CreditRiskMonitor.com, Inc. 2020 Long
Term Incentive Plan (as may be amended or restated from time to time, the “Plan”), a copy of which is attached hereto as EXHIBIT A, and a summary of which appears in its Prospectus attached hereto as
EXHIBIT B;
WHEREAS, the Participant is eligible to participate in said Plan;
WHEREAS, Section 9(a) of the Plan permits the Committee to authorize deferral compensation elections with any deferred
compensation being credited to Deferred Share Units (“DSUs”) in accordance with Section 9 of the Plan;
NOW, THEREFORE, it is mutually agreed as follows:
1. Term of Election. This
Deferral Agreement and the provisions of the Plan constitute the entire agreement between the parties, and will continue in full force and effect until the Participant executes a superseding Deferral Agreement, or until revoked by the Participant
in a writing sent to and approved by the Committee, or until the Participant ceases service with the Company or an Affiliate, or until the Plan is terminated by appropriate corporate action, whichever shall first occur. This Deferral Agreement
will become effective:
2. Compensation being Deferred. The Participant makes the following election (which shall
supersede any prior election only to the extent of an election made affirmatively herein) to defer the following amount of fees/compensation for as long as this Deferral Agreement is in effect:
Deferral Election Agreement for Deferred Share Units
CreditRiskMonitor.com, Inc.
2020 Long Term Incentive Plan
3. Crediting, Vesting, and Distribution of Deferred Compensation. The Company agrees to make DSU credits in accordance with Section 9 of the Plan and the elections that the Participant makes in the Distribution Election Agreement that is
attached hereto as EXHIBIT C.
4. Taxes. The Participant, by the execution hereof, agrees to be solely responsible for the
satisfaction of any taxes that may arise (including taxes arising under Sections 409A or 4999 of the Code), and further agrees that neither the Company nor the Committee shall have any obligation whatsoever to pay such taxes. The Committee shall
nevertheless have the discretion –
The Committee shall have the sole discretion to interpret the requirements of the Code, including Section 409A, for purposes of the Plan and this Deferral Agreement.
5. Designation of Beneficiary. Notwithstanding anything to the contrary contained herein or in
the Plan, following the execution of this Deferral Agreement, you may expressly designate a beneficiary (the “Beneficiary”) to your rights and interest under this Deferral Agreement. You shall designate
the Beneficiary by completing and executing a designation of beneficiary agreement substantially in the form attached hereto as EXHIBIT D (“Designation of Beneficiary”) and delivering an executed and
notarized copy of the Designation of Beneficiary to the Company.
6. Restrictions on Transfer. This Deferral Agreement may not be sold, pledged, or otherwise
transferred without the prior written consent of the Committee. Notwithstanding the foregoing, you may transfer this Deferral Agreement (i) by instrument to an inter vivos or testamentary trust (or other entity) in which each beneficiary is a
permissible gift recipient, as such is set forth in clause (ii) of this Section, or (ii) by gift to charitable institutions or by gift or transfer for consideration to any of your relatives as follows (or to an inter vivos trust, testamentary
trust or other entity primarily for the benefit of any of your relatives as follows): any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, domestic partner, sibling, niece, nephew, mother-in-law,
father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including adoptive relationships. Any transferee of your rights shall succeed to and be subject to all of the terms of this Deferral Agreement and the Plan.
Deferral Election Agreement for Deferred Share Units
CreditRiskMonitor.com, Inc.
2020 Long Term Incentive Plan
7. Notices. Any notice or communication required or permitted by any provision of this
Deferral Agreement to be given to you shall be in writing and shall be delivered personally or sent by certified mail, return receipt requested, addressed to you at the last address that the Company had for you on its records. Each party may,
from time to time, by notice to the other party hereto, specify a new address for delivery of notices relating to this Deferral Agreement. Any such notice shall be deemed to be given as of the date such notice is personally delivered or properly
mailed.
8. Binding Effect. Except as otherwise provided in this Deferral Agreement or in the Plan,
every covenant, term, and provision of this Deferral Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, legatees, legal representatives, successors, transferees, and assigns.
9. Modifications. This Deferral Agreement may be modified or amended at any time, in
accordance with Section 15 of the Plan, provided that you must consent in writing to any modification that adversely alters or impairs any of your rights or obligations under this Deferral Agreement, unless there is an express Plan provision that
permits the Committee to unilaterally make the modification.
10. Headings. Section and other headings contained in this Deferral Agreement are for
reference purposes only and are not intended to describe, interpret, define or limit the scope or intent of this Deferral Agreement or any provision hereof.
11. Severability. Every provision of this Deferral Agreement and of the Plan is intended to be
severable. If any term hereof is illegal or invalid for any reason, such illegality or invalidity shall not affect the validity or legality of the remaining terms of this Deferral Agreement.
12. Counterparts. This Deferral Agreement may be
executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute one and the same instrument.
13. Plan Governs. By signing this Deferral Agreement, you acknowledge that you have received a
copy of the Plan and that your Deferral Agreement, including the Distribution Election Agreement attached as EXHIBIT C hereto, is subject to all the provisions contained in the Plan, the provisions of which are made a part of this Deferral
Agreement, and that your Deferral Agreement is subject to all interpretations, amendments, rules and regulations which from time to time may be promulgated and adopted pursuant to the Plan. In the event of
a conflict between the provisions of this Deferral Agreement and those of the Plan, the provisions of the Plan shall control.
14. Governing Law. The laws of the State of Nevada (without regard to conflicts of laws
principles) shall govern the validity of this Deferral Agreement, the construction of its terms, and the interpretation of the rights and duties of the parties hereto.
Deferral Election Agreement for Deferred Share Units
CreditRiskMonitor.com, Inc.
2020 Long Term Incentive Plan
15. Not a Contract of Employment. By executing this Deferral Agreement you acknowledge and
agree that nothing in this Deferral Agreement or the Plan confers on you any right to continue an employment, service or consulting relationship with the Company, nor shall it affect in any way your right or the Company’s right to terminate your
employment, service, or consulting relationship at any time, with or without Cause; and the Company would not have executed this Deferral Agreement but for these acknowledgements and agreements.
<Signature Page Follows>
Deferral Election Agreement for Deferred Share Units
CreditRiskMonitor.com, Inc.
2020 Long Term Incentive Plan
IN WITNESS WHEREOF, the parties hereto have hereunto set their hands the day and year first above-written.
EXHIBIT A
CREDITRISKMONITOR.COM, INC.
2020 Long Term Incentive Plan
Plan Document
EXHIBIT B
CREDITRISKMONITOR.COM, INC.
2020 Long Term Incentive Plan
Plan Prospectus
EXHIBIT C
CREDITRISKMONITOR.COM, INC.
2020 Long Term Incentive Plan
Distribution Election Agreement Regarding Deferred Share Units
THIS DISTRIBUTION ELECTION AGREEMENT (the “Distribution
Agreement”) is made this day of , , by and between (the “Participant”), and CreditRiskMonitor.com, Inc. (the “Company”), with respect to compensation that the Participant defers pursuant to the terms and conditions of the Deferral Agreement (the “Deferral Agreement”) dated
, between the Participant and the Company.
WHEREAS, the Company has established the CreditRiskMonitor.com, Inc. 2020 Long Term Incentive Plan (the “Plan”), and the Participant has elected to defer compensation and thereby to participate in said Plan and to accrue Deferred Share Units (“DSUs”) in accordance with
Section 9 of the Plan;
NOW, THEREFORE, it is mutually agreed as follows:
1. This Distribution Agreement, the Deferral Agreement and the Plan constitute the entire agreement between the parties with respect to the Company’s distribution to any and all benefits to which
the Participant becomes entitled pursuant to Section 9 of the Plan. The elections made in Section 2 below shall be irrevocable. The Participant’s beneficiary designation shall remain in full force and effect until revoked or changed by the
Participant in a writing sent to the Committee.
2. The Participant, by the execution hereof, agrees to participate in the Plan upon the terms and conditions set forth therein, and, in accordance therewith, makes the following elections,
subject to the requirement that the Participant must collect all Plan benefits not later than December 31st of the tenth (10th) year after the year in which the Participant ceases service with the Company or an Affiliate:
( ) January 1st of the calendar year immediately following the year in which the Participant ceases service with the Company.
( ) January 1st of the year that is years after the Participant ceases service with the Company.
Notwithstanding the foregoing, the Participant hereby elects to collect % of his or her account balance as soon as practicable after a
Change in Control (as defined in the Plan), subject to any applicable provisions of the Plan and the Participant’s Deferral Agreement.
( ) in substantially equal installments over a period of years (must be less than 10 years).
( ) in a lump sum.
Distribution Election Agreement
CreditRiskMonitor.com, Inc.
2020 Long Term Incentive Plan
3. The Participant hereby designates beneficiary listed on Attachment 1 hereto to be his or her beneficiary or beneficiaries and to receive the balance of any unpaid deferred compensation and
related earnings.
4. The Company agrees to issue shares in satisfaction of DSU credits in accordance with the terms of the Plan and the elections by the Participant made herein and subject to the specific terms
for deferrals by Directors as set forth in Section 9 of the Plan.
5. The terms of Sections 7 through 14 of the Deferral Agreement are incorporated herein by reference, and shall apply to this Distribution Agreement based on the understanding that references in
such Sections to the Deferral Agreement shall refer to this Distribution Agreement for purposes hereof.
IN WITNESS WHEREOF, the parties hereto have hereunto set their hands the day and year first above-written.
EXHIBIT D
CREDITRISKMONITOR.COM, INC.
2020 Long Term Incentive Plan
Designation of Beneficiary
In connection with Award Agreements between CreditRiskMonitor.com, Inc. (the “Company”) and
, an individual residing at (the “Recipient”),
the Recipient hereby designates the person specified below as the beneficiary of the Recipient’s interest in Awards as defined in the Company’s 2020 Long Term Incentive Plan (the “Plan”). This designation
shall remain in effect until revoked in writing by the Recipient.
This beneficiary designation relates to any and all of Recipient’s rights under the following Award or Awards:
The Recipient understands that this designation operates to entitle the above-named beneficiary to the rights conferred by an Award from the date this form is delivered to
the Company until such date as this designation is revoked in writing by the Recipient, including by delivery to the Company of a written designation of beneficiary executed by the Recipient dated as of a later date.
Sworn to before me this
day of , 20
CREDITRISKMONITOR.COM, INC.
2020 Long Term Incentive Plan
Performance Unit and Performance Stock Award Agreement
Award No.
You (the “Participant”) are hereby awarded Performance Units and Performance Stock subject to the terms and conditions set forth in
this agreement (as may be amended or restated from time to time, the “Award Agreement”), and in the CreditRiskMonitor.com, Inc. 2020 Long Term Incentive Plan (as may be amended or restated from time to time,
the “Plan”), which is attached hereto as EXHIBIT A. A summary of the Plan appears in its Prospectus, which is attached hereto as EXHIBIT B. You should review carefully these documents, and consult with your
personal financial advisor, in order to fully understand the implications of this Award, including your tax alternatives and their consequences. This Award is conditioned on your execution of the Award Agreement within 21 days following the Award
Date designated in Section 1 below.
By executing this Award Agreement, you agree to be bound by all of the Plan’s terms and conditions as if they had been set out verbatim in this Award Agreement. In addition,
you recognize and agree that all determinations, interpretations, or other actions respecting the Plan and this Award Agreement will be made by the Board of Directors (the “Board”) of CreditRiskMonitor.com,
Inc. (the “Company”) or the Committee pursuant to Section 4 of the Plan, and that such determinations, interpretations or other actions shall (in the absence of manifest bad faith or fraud) be final,
conclusive and binding upon all parties, including you and your heirs, representatives and successors-in-interest. Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Plan.
1. General Terms of Your Award.
2. Performance Unit. The Performance Unit portion of your Award is being granted pursuant to
Section 10 of the Plan, and shall have the terms set forth in the table below, subject, absolutely, to the terms of the Plan and to the Committee’s discretion to interpret the Plan and this Award Agreement in any manner that the Committee may
deem reasonably necessary or appropriate in order for this Award to satisfy the requirements for “performance-based compensation” within the meaning of Section 162(m)(4) of the Code, and associated tax regulations and rulings. The Performance
Unit portion of your Award provides that you may qualify to receive an amount of cash that falls within the range specified in the table below, such amount to be determined based on the extent to which, if at all, the Performance Measures for
Determining Qualification have been satisfied and in accordance with the weights assigned thereto.
Performance Unit and Performance Stock Award Agreement
CreditRiskMonitor.com, Inc.
2020 Long Term Incentive Plan
Performance Period
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Performance Measures
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See Schedule , attached hereto as EXHIBIT C.
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Qualification
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3. Performance Stock. The Performance Stock portion of your Award provides that you may
qualify to receive, subject to further vesting, a number of Shares (“Performance Stock”) with a value that falls within the range of values specified in the table below, such value to be determined based
on the extent to which, if at all, the Performance Measures for Determining Qualification have been satisfied and the weights assigned thereto. The Performance Stock portion of your Award is being granted pursuant to Section 10 of the Plan, and
shall have the terms set forth in the table below; subject, absolutely, to the terms of the Plan and to the Committee’s discretion to interpret the Plan and this Award Agreement in any manner that the Committee may deem reasonably necessary or
appropriate in order for this Award to satisfy the requirements for “performance-based compensation” within the meaning of Section 162(m)(4) of the Code, and associated tax regulations and rulings.
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Performance Period for
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Qualification
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Performance Measures
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See Schedule , attached hereto as EXHIBIT D.
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Pricing Date to Determine Number of Shares
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Qualification
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Performance Period for
Further Vesting
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Performance Measure for
Determining Further Vesting
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Further Vesting
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Performance Unit and Performance Stock Award Agreement
CreditRiskMonitor.com, Inc.
2020 Long Term Incentive Plan
4. Issuance of Shares of Performance Stock. If you
qualify to receive any Shares of Performance Stock that remain subject to further vesting, the stock certificates evidencing such Shares that will be issued as of the Pricing Date will bear the following legend that shall remain in place and
effective until all other vesting restrictions lapse and new certificates are issued pursuant to Section 6(b) below:
“The sale or other transfer of the Stock represented by this certificate, whether voluntary, involuntary, or by operation of law, is subject to certain
restrictions on transfer set forth in the CreditRiskMonitor.com, Inc. 2020 Long Term Incentive Plan, and in any rules and administrative procedures adopted pursuant to such Plan and in a related Award Agreement. A copy of the Plan, such rules and
procedures and such Award Agreement may be obtained from the Secretary of CreditRiskMonitor.com, Inc.”
5. Unvested Performance Stock. You will be reflected as the owner of record on the Company’s
books and records of any Shares of Performance Stock issued pursuant to this Award Agreement. The Company will hold the stock certificates for safekeeping until such Shares have become vested and non-forfeitable. You must deliver to the Company,
as soon as practicable after the date any Shares of Performance Stock are issued, a stock power, endorsed in blank, with respect to any such Shares. If you forfeit any Shares of Performance Stock, the stock power will be used to return the
certificates for the forfeited Shares to the transfer agent for cancellation. As the owner of record of any Shares of Performance Stock you qualify to receive pursuant to this Award Agreement, you will be entitled to all rights of a stockholder
of the Company, including the right to vote Shares and the right to the payment of any cash dividends and other distributions (including those paid in stock) following the date of issuance of such Shares and to the extent paid in stock, such
stock shall be subject to the same restrictions contained in Section 3 hereof, subject in each case to the treatment of the Award upon termination of service with the Company or an Affiliate (the “Company Group”)
before the particular record date for determining stockholders of record entitled to the payment of the dividend or distribution.
6. Qualification and Vesting.
(a) After the Performance Period for the Performance Unit, if you qualify to receive an amount of cash pursuant to the Performance Unit as determined and calculated by the
Committee, you shall be paid such cash amount in conformity with the Company’s bonus payment practices generally applicable to senior executives of the Company.
(b) If you qualify to receive any Shares of Performance Stock subject to further vesting, as the further vesting restrictions become satisfied over time or upon satisfaction
of the relevant performance measures, the Company shall cause new stock certificates for the Shares of Performance Stock so vested to be delivered to you, with such legends as the Company determines to be appropriate. New certificates shall not be
delivered to you unless you have made arrangements satisfactory to the Committee to satisfy tax-withholding obligations.
7. Long-term Consideration for Award. The Participant recognizes and agrees that the
Company’s key consideration in granting this Award is securing the long-term commitment of the Participant to serve as a [include job title or description of the Participant]
who will advance and promote the business interests and objectives of the Company Group. Accordingly, the Participant agrees that this Award shall be subject to the terms and conditions set forth in Section 26 of the Plan (relating to the
termination, rescission, and recapture if you violate certain commitments made therein to the Company Group), as well as to the following terms and conditions as material and indivisible consideration for this Award:
(a) Fiduciary Duty. During his or her service with the Company Group the Participant shall devote his or her full energies, abilities, attention and business time to
the performance of his or her service responsibilities and shall not engage in any activity which conflicts or interferes with, or in any way compromises, his or her performance of such responsibilities.
Performance Unit and Performance Stock Award Agreement
CreditRiskMonitor.com, Inc.
2020 Long Term Incentive Plan
(b) Confidential Information. The Participant recognizes that by virtue of his or her service with the Company Group, he or she will be granted otherwise prohibited
access to confidential information and proprietary data which are not known, and not readily accessible to the Company Group’s competitors. This information (the “Confidential Information”) includes, but is
not limited to, identity of current and prospective customers; the identity of key contacts at such customers; customers’ particularized preferences and needs; pricing, length and other terms of customer contracts; marketing strategies and plans;
financial data; personnel data; compensation data; proprietary procedures and processes; and other unique and specialized practices, programs and plans of the Company Group and their respective customers and prospective customers. The Participant
recognizes that this Confidential Information constitutes a valuable property of the Company Group, developed over a significant period of time and at substantial expense. Accordingly, the Participant agrees that he or she shall not, at any time
during or after his or her service with the Company Group, divulge such Confidential Information or make use of it for his or her own purposes or the purposes of any person or entity other than the Company Group.
(c) Non-Solicitation of Customers. The Participant recognizes that by virtue of his or her service with the Company Group he or she will be introduced to and involved
in the solicitation and servicing of existing customers of the Company Group and new customers obtained by the Company Group during his or her service. The Participant understands and agrees that all efforts expended in soliciting and servicing
such customers shall be for the permanent benefit of the Company Group. The Participant further agrees that during his or her service with the Company Group the Participant will not engage in any conduct which could in any way jeopardize or disturb
any of the Company Group’s customer relationships. The Participant also recognizes the Company Group’s legitimate interest in protecting, for a reasonable period of time after his or her service with the Company Group, the Company Group’s
customers. Accordingly, the Participant agrees that, for a period beginning on the date hereof and ending one (1) year after termination of Participant’s service with the Company Group, regardless of the reason for such termination, the Participant
shall not, directly or indirectly, without the prior written consent of the Chief Executive Officer or Chairman of the Company, render services to or otherwise directly or indirectly engage in or assist, or solicit any actual or potential customer
or supplier of the Company Group for, any business that competes, or is working to compete, directly or indirectly, with the Company Group.
(d) Non-Solicitation of Employees. The Participant recognizes the substantial expenditure of time and effort which the Company Group devotes to the recruitment,
hiring, orientation, training and retention of its employees. Accordingly, the Participant agrees that, for a period beginning on the date hereof and ending two (2) year after termination of Participant’s service with the Company Group, regardless
of the reason for such termination, the Participant shall not, directly or indirectly, for himself or herself or on behalf of any other person or entity, solicit, offer employment to, hire or otherwise retain the services of any employee of the
Company Group.
Performance Unit and Performance Stock Award Agreement
CreditRiskMonitor.com, Inc.
2020 Long Term Incentive Plan
(e) Survival of Commitments; Potential Recapture of Award and Proceeds. The Participant acknowledges and agrees that the terms and conditions of this Section
regarding confidentiality and non-solicitation shall survive both (i) the termination of Participant’s service with the Company Group for any reason, and (ii) the termination of the Plan, for any reason. The Participant acknowledges and agrees that
the grant of Performance Units and Performance Stock in this Award Agreement is just and adequate consideration for the survival of the restrictions set forth herein, and that the Company Group may pursue any or all of the following remedies if the
Participant either violates the terms of this Section or succeeds for any reason in invalidating any part of it (it being understood that the invalidity of any term hereof would result in a failure of consideration for the Award):
The remedies provided above are not intended to be exclusive, and the Company Group may seek such other remedies as are provided by law, including equitable relief.
(f) Acknowledgement. The Participant acknowledges and agrees that his or her adherence to the foregoing requirements will not prevent him or her from engaging in his
or her chosen occupation and earning a satisfactory livelihood following the termination of his or her service with the Company Group.
8. Restrictions on Transfer of Award. Except as set forth in the Plan, this Award Agreement may not be sold, pledged, or otherwise
transferred without the prior written consent of the Committee. Notwithstanding the foregoing, you may transfer Performance Shares that are issued pursuant to this Award Agreement (i) by instrument to an inter vivos or testamentary trust (or
other entity) in which each beneficiary is a permissible gift recipient, as such is set forth in subsection (ii) of this Section, or (ii) by gift to charitable institutions or by gift or transfer for consideration to any of your relatives as
follows (or to an inter vivos trust, testamentary trust or other entity primarily for the benefit of any of your relatives as follows): any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, domestic partner,
sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, and including adoptive relationships. Any transferee of your rights shall succeed to and be subject to all of the terms of this
Award Agreement and the Plan.
9. Designation of Beneficiary. Notwithstanding anything to the contrary contained herein or
in the Plan, following the execution of this Award Agreement, you may expressly designate a beneficiary (the “Beneficiary”) to your interest in the Performance Unit and Performance Stock awarded hereby.
You shall designate the Beneficiary by completing and executing a designation of beneficiary agreement substantially in the form attached hereto as EXHIBIT E (the “Designation of Beneficiary”) and
delivering an executed and notarized copy of the Designation of Beneficiary to the Company.
Performance Unit and Performance Stock Award Agreement
CreditRiskMonitor.com, Inc.
2020 Long Term Incentive Plan
10. Income Taxes and Deferred Compensation. The Participant is solely responsible and liable
for the satisfaction of all taxes and penalties that may arise in connection with this Award (including any taxes arising under Section 409A of the Code), and the Company shall not have any obligation to indemnify or otherwise hold any
Participant harmless from any or all of such taxes. The Committee shall have the discretion to unilaterally modify this Award in a manner that (i) conforms with the requirements of Section 409A of the Code with respect to compensation that is
deferred and that vests after December 31, 2004, (ii) that voids any election of the Participant to the extent it would violate Section 409A of the Code, and (iii) for any distribution election that would violate Section 409A of the Code, to make
distributions pursuant to the Award at the earliest to occur of a distribution event that is allowable under Section 409A of the Code or any distribution event that is both allowable under Section 409A of the Code and is elected by the
Participant, subject to any valid second election to defer, provided that the Committee permits second elections to defer in accordance with Section 409A(a)(4)(C). The Committee shall have the sole discretion to interpret the requirements of the
Code, including Section 409A, for purposes of the Plan and this Award Agreement.
11. Notices. Any notice or communication required or permitted by any provision of this Award
Agreement to be given to you shall be in writing and shall be delivered personally or sent by certified mail, return receipt requested, addressed to you at the last address that the Company had for you on its records. Each party may, from time to
time, by notice to the other party hereto, specify a new address for delivery of notices relating to this Award Agreement. Any such notice shall be deemed to be given as of the date such notice is personally delivered or properly mailed.
12. Binding Effect. Except as otherwise provided in this Award Agreement or in the Plan, every
covenant, term, and provision of this Award Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, legatees, legal representatives, successors, transferees, and assigns.
13. Modifications. This Award Agreement may be modified or amended at any time, in accordance
with Section 15 of the Plan, provided that you must consent in writing to any modification that adversely alters or impairs any of your rights or obligations under this Award Agreement, unless there is an express Plan provision that permits the
Committee to unilaterally make the modification.
14. Headings. Section and other headings contained in this Award Agreement are for reference
purposes only and are not intended to describe, interpret, define or limit the scope or intent of this Award Agreement or any provision hereof.
15. Severability. Every provision of this Award Agreement and of the Plan is intended to be
severable. If any term hereof is illegal or invalid for any reason, such illegality or invalidity shall not affect the validity or legality of the remaining terms of this Award Agreement.
16. Counterparts. This Award Agreement may be executed
by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute one and the same instrument.
Performance Unit and Performance Stock Award Agreement
CreditRiskMonitor.com, Inc.
2020 Long Term Incentive Plan
17. Plan Governs. By signing this Award Agreement,
you acknowledge that you have received a copy of the Plan and that your Award Agreement is subject to all the provisions contained in the Plan, the provisions of which are made a part of this Award Agreement, and that your Award is subject to all
interpretations, amendments, rules and regulations which from time to time may be promulgated and adopted pursuant to the Plan. In the event of a conflict between the provisions of this Award Agreement and those of the Plan, the provisions of the
Plan shall control.
18. Governing Law. The laws of the State of Nevada (without regard to conflicts of law
principles) shall govern the validity of this Award Agreement, the construction of its terms, and the interpretation of the rights and duties of the parties hereto.
19. Not a Contract of Employment. By executing this Award Agreement you acknowledge and agree
that (i) any person whose service is terminated before full vesting of an award, such as the one granted to you by this Award, could claim that he or she was terminated to preclude vesting; (ii) you promise never to make such a claim; (iii)
nothing in this Award Agreement or the Plan confers on you any right to continue an employment, service or consulting relationship with the Company Group, nor shall it affect in any way your right or the Company Group’s right to terminate your
employment, service, or consulting relationship at any time, with or without Cause; and (iv) the Company would not have granted this Award to you but for these acknowledgements and agreements.
20. [Employment Agreement Provision [OPTIONAL IF EMPLOYEE HAS
AN EMPLOYMENT AGREEMENT] By executing this Award, you acknowledge and agree that your rights upon a termination of employment before full vesting of this Award will be determined under Section
of that certain employment agreement between you and the Company, dated as of , 20 .]
<Signature Page Follows>
Performance Unit and Performance Stock Award Agreement
CreditRiskMonitor.com, Inc.
2020 Long Term Incentive Plan
BY YOUR SIGNATURE BELOW, along with the signature of the Company’s representative, you and the Company agree that this Award is being made under and governed by the terms and
conditions of this Award and the Plan.
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The undersigned Participant hereby accepts the terms of this Award and the Plan.
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EXHIBIT A
CREDITRISKMONITOR.COM, INC.
2020 Long Term Incentive Plan
Plan Document
EXHIBIT B
CREDITRISKMONITOR.COM, INC.
2020 Long Term Incentive Plan
Plan Prospectus
EXHIBIT C
CREDITRISKMONITOR.COM, INC.
2020 Long Term Incentive Plan
Performance Measures to Determine Qualification for Performance Unit
SCHEDULE
Range of Award Amounts for Use in Calculation
Formula for Calculation
Calculate and add the following for each Measure to determine the cash amount Participant qualifies to receive:
EXHIBIT D
CREDITRISKMONITOR.COM, INC.
2020 Long Term Incentive Plan
Performance Measures to Determine Qualification for Performance Stock
SCHEDULE
Range of Award Values for Use in Calculation
Formula for Calculation
Calculate and add the following for each Measure to determine value of Shares of Performance Stock Participant qualifies to receive:
EXHIBIT E
CREDITRISKMONITOR.COM, INC.
2020 Long Term Incentive Plan
Designation of Beneficiary
In connection with Award Agreements between CreditRiskMonitor.com, Inc. (the “Company”) and , an
individual residing at (the “Recipient”), the Recipient hereby designates the person specified below as the beneficiary of the Recipient’s interest in Awards as defined in the
Company’s 2020 Long Term Incentive Plan (the “Plan”). This designation shall remain in effect until revoked in writing by the Recipient.
This beneficiary designation relates to any and all of Recipient’s rights under the following Award or Awards: