Medallion Financial Corp.
Performance Stock Unit Notice
(2018 EQUITY INCENTIVE PLAN)
Medallion Financial Corp. (the “Company”), pursuant to its 2018 Equity Incentive Plan (as amended from time to time, the “Plan”), hereby grants to Participant an Award of Performance Stock Units for the target number of shares of the Company’s Stock set forth below (the “Award”). The Award is subject to all of the terms and conditions as set forth in this Performance Stock Unit Notice (this “Grant Notice”), in the PSU Agreement (attached hereto as Attachment II) and in the Plan (attached hereto as Attachment III with amendments thereto attached as Attachments IV and V), both of which are incorporated herein in their entirety. Capitalized terms not otherwise defined herein but defined in the Plan or the PSU Agreement will have the same definitions as in the Plan or the PSU Agreement.
Name of Participant: |
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Date of Grant: |
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Number of Performance Stock Units (Target) |
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Performance Period | [Three-year period beginning on ________, 202_ and ending on ________, 202_] |
Vesting Schedule: Attached hereto as Attachment I.
Issuance Schedule: Subject to any adjustment as provided in Section 11(a) of the Plan, one share of Stock will be issued for each Performance Stock Unit that vests at the time set forth in Section 6 of the PSU Agreement.
Additional Terms/Acknowledgements: The undersigned Participant acknowledges receipt of, and understands and agrees to, this Grant Notice, the PSU Agreement and the Plan. Participant acknowledges and agrees that this Grant Notice and the PSU Agreement may not be modified, amended or revised except as provided in the Plan. Participant further acknowledges that, as of the Date of Grant, this Grant Notice, the PSU Agreement and the Plan set forth the entire agreement and understanding between Participant and the Company regarding the acquisition of the Stock pursuant to the Award specified above and supersede all prior oral and written agreements, promises and/or representations on that subject with the exception of (i) Performance Stock Units previously granted and delivered to the Participant, (ii) any compensation recovery policy that is adopted by the Company or is otherwise required by applicable law, and (iii) any written employment or severance arrangement that would provide for vesting acceleration of the Award upon the terms and conditions set forth therein. By accepting the Award, Participant consents to receive such documents by electronic delivery and to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company.
Medallion Financial Corp. By: Signature Title: Date: | Participant By: Signature Title:
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Attachments: Vesting Schedule, PSU Agreement, 2018 Equity Incentive Plan, Amendment to 2018 Equity Incentive Plan, and Amendment No. 2 to 2018 Equity Incentive Plan
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Attachment I
Vesting Schedule:
The shares subject to the Award shall vest based on the Company’s level of attainment of [ ] (the “Performance Goal”) for the Performance Period, as follows, subject to Participant’s continued service through the Certification Date (except as set forth in Section 2 of the PSU Agreement):
Performance Level | [ ] | Shares Subject to the Award That Become Vested |
[ ] | [ ] | [ ]% |
[ ] | [ ] | [ ]% |
[ ] | [ ] | [ ]% |
[ ] | [ ] | [ ]% |
Linear interpolation shall be used to determine the percent of the shares subject to the Award that vest between the threshold performance level and the target performance level and between the target performance level and the maximum performance level. In no event shall any shares subject to the Award vest if the Company’s level of attainment of the Performance Goal for the Performance Period falls below the threshold performance level.
On or as soon as reasonably practicable following the end of the Performance Period, the Committee shall determine the level of attainment of the Performance Goal for the Performance Period (such date of determination, the “Certification Date”). The Performance Stock Units will not vest unless and until the Committee has certified that the vesting criteria, and to what extent, has been achieved.
For the avoidance of doubt, any Performance Stock Units that have not vested as of the applicable Certification Date shall automatically be forfeited for no consideration as of such date.
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Attachment II
Medallion Financial Corp.
2018 Equity Incentive Plan
PSU Agreement
Pursuant to the Performance Stock Unit Grant Notice (the “Grant Notice”) and this PSU Agreement (this “Agreement”), Medallion Financial Corp. (the “Company”) has granted you an Award of Performance Stock Units under its 2018 Equity Incentive Plan (as amended from time to time, the “Plan”) for the target number of Performance Stock Units indicated in the Grant Notice. Capitalized terms not explicitly defined in this Agreement or in the Grant Notice but defined in the Plan will have the same definitions as in the Plan.
The details of your Award of Performance Stock Units (this or your “Award”), in addition to those set forth in the Grant Notice and the Plan, are as follows:
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Good Reason. For purposes of this Agreement, “Good Reason” has the meaning given to such term in a Participant Agreement, or if no such agreement exists or if “Good Reason” is not defined therein, “Good Reason” means the occurrence of any one or more of the following without your written consent: (1) a material reduction in your then-current base salary; (2) a material diminution in your authorities, duties, or responsibilities (other than as a result of the Company ceasing to be a publicly traded company); provided, that, you may not rely on any particular action or event as a basis for terminating your employment due to Good Reason unless you deliver a notice based on that action or event within thirty (30) days after its occurrence and the Service Recipient has failed to correct the circumstances cited by you as constituting Good Reason within thirty (30) days of receiving such notice, and you terminate employment within thirty (30) days following the Service Recipient’s failure to correct.
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This PSU Agreement will be deemed to be signed by you upon the signing by you of the Performance Stock Unit Grant Notice to which it is attached.
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Attachment III
2018 Equity Incentive Plan
(see attached)
Attachment IV
Amendment to
Medallion Financial Corp.
2018 Equity Incentive Plan
(see attached)
Attachment V
Amendment No. 2 to
Medallion Financial Corp.
2018 Equity Incentive Plan
(see attached)