Exhibit 10.42
CAMBIUM NETWORKS CORPORATION
2019 SHARE INCENTIVE PLAN
Perfomance Share Option Award Notice
[Name of Optionee]
You have been awarded an option to purchase 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 Share Option Agreement (together with this Award Notice, the “Agreement”). Copies of the Plan and the Share Option Agreement are attached hereto. Capitalized terms not defined herein shall have the meanings specified in the Plan or the Agreement.
Performance Share Option: | You have been awarded a Nonqualified Share Option to purchase from the Company [ ] Ordinary Shares, subject to adjustment as provided in Section 6.2 of the Agreement. |
Option Date: | [ , ] |
Exercise Price: | $[ . ], subject to adjustment as provided in Section 6.2 of the Agreement. |
Vesting Schedule: | Except as otherwise provided in the Plan, the Agreement or any other agreement between the Company or any of its Subsidiaries and Optionee in effect on the Option Date, (i) 50% of the Ordinary Shares subject to the Option on the Option 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 Option on the Option 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 Optionee 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, in each case, from the Option 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”). |
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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 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). |
Expiration Date: | Except to the extent earlier terminated pursuant to Section 2.2 of the Agreement or earlier exercised pursuant to Section 2.3 of the Agreement, all vested Options shall terminate at 5:00 p.m., U.S. Central time, on [May , 2033]. |
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CAMBIUM NETWORKS CORPORATION
By:
Name:
Title:
Acknowledgment, Acceptance and Agreement:
By signing below and returning this Award Notice to Cambium Networks Corporation at the address stated herein, I hereby acknowledge receipt of the Agreement and the Plan, accept the Option granted to me and agree to be bound by the terms and conditions of this Award Notice, the Agreement and the Plan.
Optionee
Date
Signature Page to Performance Share Option Agreement
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CAMBIUM NETWORKS CORPORATION
2019 SHARE INCENTIVE PLAN
Performance Share Option 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 (“Optionee”) named in the award notice attached hereto (the “Award Notice”) as of the date set forth in the Award Notice (the “Option Date”), pursuant to the provisions of the Cambium Networks Corporation 2019 Share Incentive Plan (the “Plan”), an option to purchase from the Company the number of the Company’s ordinary shares, par value $0.0001 per share (“Ordinary Shares”), set forth in the Award Notice at the price per Ordinary Share set forth in the Award Notice (the “Exercise Price”) (the “Option”), upon and subject to the restrictions, terms and conditions set forth below, in the Award Notice and in the Plan. Capitalized terms not defined herein shall have the meanings specified in the Plan.
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