Exhibit 10.41
Cambium Networks Corporation
2019 Share Incentive Plan
Performance Share Unit Award Notice
[Name of Holder]
You have been awarded performance share units with respect to ordinary shares, par value $0.0001 per share (“Ordinary Shares”), of Cambium Networks Corporation, an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Company”), pursuant to the terms and conditions of the Cambium Networks Corporation 2019 Share Incentive Plan (the “Plan”) and the Performance Share Unit Award Agreement (together with this Award Notice, the “Agreement”). Copies of the Plan and the Performance Share Unit Award Agreement are attached hereto. Capitalized terms not defined herein shall have the meanings specified in the Plan or the Agreement.
|
|
|
Performance Share Units: | You have been awarded a performance share unit award with respect to [ ] Ordinary Shares, subject to adjustment as provided in Section 6.2 of the Agreement. | |
|
| |
Grant Date: | [ , ] | |
|
| |
Vesting Schedule: | Except as otherwise provided in the Plan, the Agreement or any other agreement between the Company or any of its Subsidiaries and Holder, (i) 50% of the Ordinary Shares subject to the Award on the Grant Date will vest with respect to the performance period commencing on January 1, 2023 and ending on December 31, 2023 (the “First Performance Period”) and (ii) 50% of the Ordinary Shares subject to the Award on the Grant Date will vest with respect to the performance period commencing on January 1, 2024 and ending on December 31, 2024 (the “Second Performance Period,” and collectively with the First Performance Period, the “Performance Periods”), in each case provided that the applicable Performance Goal set forth below is met and that Holder is, and has been, continuously (except for any absence for vacation, leave, etc. in accordance with the Company’s or its Subsidiaries’ policies): employed by the Company or any of its Subsidiaries, from the Grant Date through the date on which the Committee certifies performance for the applicable Performance Period (which shall be in no event later than the 70th day following the conclusion of the applicable Performance Period) (each, a “Vesting Date”).
| |
Performance Goal: |
| The Performance Goal shall be the Company’s adjusted fully diluted earnings per share as reported on its year end 2023 and 2024, as applicable, Audit Committee approved financial statements (“Adjusted EPS”). Any adjustments to the fully diluted earnings per share over $1.30 for the First Performance Period that differs from the Company’s budget must be approved by the Compensation Committee (the "Committee") of the Board |
|
| of Directors of Cambium Networks, after consultation with the Audit Committee, including approval of any adjustments made to GAAP earnings per share that represent non-cash items.
First Performance Period
No Ordinary Shares shall vest with respect to the First Performance Period unless the Company attains Adjusted EPS of $1.30 or greater for the First Performance Period, and all Ordinary Shares subject to the First Performance Period shall vest if the Company attains Adjusted EPS of at least $1.50 for the First Performance Period (with the amount of Ordinary Shares vesting based on Adjusted EPS greater than $1.30 but less than $1.50 determined based on linear interpolation).
Second Performance Period
No Ordinary Shares shall vest with respect to the Second Performance Period unless the Company attains Adjusted EPS of at least $2.00 for the Second Performance Period, and if the Company attains Adjusted EPS of at least $2.00 for the Second Performance Period, then all Ordinary Shares subject to the Second Performance Period shall vest (for the avoidance of doubt, there shall be no vesting for Adjusted EPS performance below $2.00 for the Second Performance Period). |
CAMBIUM NETWORKS CORPORATION | ||
By: | ||
Name: | ||
Title: |
Acknowledgment, Acceptance and Agreement:
By signing below and returning this Award Notice to Cambium Networks Corporation, I hereby acknowledge receipt of the Agreement and the Plan, accept the Award granted to me and agree to be bound by the terms and conditions of this Award Notice, the Agreement and the Plan.
Holder |
Date |
Signature Page to Performance Share Unit Agreement
CAMBIUM NETWORKS CORPORATION
2019 SHARE INCENTIVE PLAN
PERFORMANCE SHARE UNIT AWARD AGREEMENT
Cambium Networks Corporation, an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Company”), hereby grants to the individual (the “Holder”) named in the award notice attached hereto (the “Award Notice”) as of the date set forth in the Award Notice (the “Grant Date”), pursuant to the provisions of the Cambium Networks Corporation 2019 Share Incentive Plan (the “Plan”), a performance share unit award (the “Award”) with respect to the number of ordinary shares of the Company, par value $0.0001 per share (“Shares”), set forth in the Award Notice, upon and subject to the restrictions, terms and conditions set forth in the Plan and this agreement (the “Agreement”). Capitalized terms not defined herein shall have the meanings specified in the Plan.