Exhibit 10.5
Radiant Logistics, Inc.
2021 Omnibus incentive plan
PERFORMANCE UNIT AWARD
Radiant Logistics, Inc., a Delaware corporation (the “Company”), pursuant to the terms of the Radiant Logistics, Inc. 2021 Omnibus Incentive Plan (the “Plan”) and the Performance Unit Award Agreement (the “Agreement”) attached to this Performance Unit Award (this “Award”), hereby grants to the individual named in Section 2 below (the “Grantee”), effective as of the grant date set forth in Section 1 below, a Performance Unit Award, which is considered a “Performance Award,” as defined in and under the Plan, representing the opportunity to earn up to a maximum number of shares of the Company’s Common Stock as set forth in Section 3 below based on the achievement during the Performance Period set forth in Section 4 below of the Performance Goals set forth in Section 5 below, subject to the terms and conditions of this Award and the Agreement attached to this Award.
The terms of this Award are subject to all of the provisions of the Plan and the attached Agreement, with such provisions being incorporated herein by reference. All of the capitalized terms used in this Award and the Agreement not otherwise defined herein or therein shall have the same meaning as defined in the Plan. A copy of the Plan and the prospectus for the Plan have been delivered to Grantee together with this Award and the Agreement.
1. Grant Date: | __________________________________________ |
2. Name of Grantee: | __________________________________________ |
3. Potential Payouts:
Threshold (50% of Target): [_______] shares of Common Stock*
Target (100% of Target): [_______] shares of Common Stock*
Maximum (150% of Target): [_______] shares of Common Stock*
*All shares of Common Stock are subject to adjustment as provided in the Plan.
4. Performance Period: | __________________________________________ |
5. Performance Goals: See Exhibit A attached hereto
The Grantee acknowledges receipt of, and understands and agrees to be bound by all of the terms of, this Award, inclusive of the attached Agreement, and the Plan, and that the terms thereof supersede any and all other written or oral agreements between the Grantee and the Company regarding the subject matter contained herein.
Radiant Logistics, Inc. | Grantee: |
By: ______________________________ | ___________________________________ |
Title: ______________________________ | Date: ______________________________ |
Date: ______________________________ |
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PERFORMANCE UNIT AWARD AGREEMENT
THIS PERFORMANCE UNIT AWARD AGREEMENT (this “Agreement”) is made as of the grant date set forth in Section 1 of the Performance Unit Award (the “Award”) to which this Agreement relates and is attached (the “Grant Date”) between Radiant Logistics, Inc., a Delaware corporation (the “Company”), and the individual identified in Section 2 of the Award to which this Agreement relates and is attached (the “Grantee”).
W I T N E S S E T H:
WHEREAS, the Company adopted the Radiant Logistics, Inc. 2021 Omnibus Incentive Plan (the “Plan”), which provides for the grant of certain awards, including without limitation, Performance Awards that represent the opportunity to earn shares of Common Stock of the Company (the “Common Stock”) by Employees and/or Consultants of the Company, contingent upon and the value of which is determined as a function of the extent of the achievement of one or more Performance Goals during a specified Performance Period or the achievement of other objectives during a specified period.
WHEREAS, the Audit and Executive Oversight Committee of the Board of Directors of the Company (the “Committee”) has authorized the grant of a Performance Unit Award, which is considered a “Performance Award,” as defined in and under the Plan, representing the opportunity to earn shares of Common Stock, to the Grantee on the date of this Agreement as evidenced by the Award to which this Agreement is attached, thereby allowing the Grantee to acquire a proprietary interest in the Company in order that the Grantee will have a further incentive for remaining with and increasing his or her efforts on behalf of the Company.
WHEREAS, this Agreement is prepared in conjunction with and under the terms of the Plan, which are incorporated herein and made a part hereof by reference.
WHEREAS, the Grantee has accepted the grant of the Performance Award evidenced by the Award and this Agreement and has agreed to the terms and conditions stated herein and therein.
NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants hereinafter set forth and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto hereby agree as follows:
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THE SHARES EVIDENCED BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS THEY HAVE FIRST BEEN REGISTERED UNDER THE SECURITIES ACT
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OF 1933, AS AMENDED, OR UNLESS, IN THE OPINION OF COUNSEL FOR THE COMPANY, SUCH REGISTRATION IS NOT REQUIRED.
(a) THE SOLE AND EXCLUSIVE METHOD TO RESOLVE ANY CLAIM IS ARBITRATION, AND EACH PARTY WAIVES THE RIGHT TO A JURY TRIAL OR COURT TRIAL. Neither party shall initiate or prosecute any lawsuit in any way related to any Claim covered by the terms of this Agreement.
(b) The arbitration shall be binding and conducted before a single arbitrator in accordance with the then-current JAMS Arbitration Rules and Procedures for Employment Disputes or the appropriate governing body, as modified by the terms and conditions of this paragraph. Venue for any arbitration pursuant to this Agreement will lie in Seattle, Washington. The arbitrator will be selected by mutual agreement of the parties or, if the parties cannot agree, then by striking from a list of arbitrators supplied by JAMS or the appropriate governing body. The parties to the arbitration shall each pay an equal amount of the arbitrator’s fees and arbitration costs (recognizing that each side bears the cost of its own deposition(s), witness, expert and attorneys’ fees and other expenses as and to the same extent as if the matter were being heard in a court of law). Upon the conclusion of the arbitration hearing, the arbitrator shall issue a written opinion revealing, however briefly, the essential findings and conclusions upon which the arbitrator’s award is based. The award of the arbitrator shall be final and binding. Judgment upon any award may be entered in any court having jurisdiction thereof.
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BY WAY OF THEIR EXECUTION OF THE AWARD TO WHICH THIS AGREEMENT RELATES AND IS ATTACHED, the Company and the Grantee (and each of their heirs, successors and assigns) agree to be bound by each and every one of the terms set forth in this Agreement.
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Exhibit A
Performance Goals
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