Exhibit 10.13
Perella Weinberg Partners
2021 OMNIBUS INCENTIVE PLAN
MANAGEMENT
PERFORMANCE RESTRICTED STOCK UNIT AWARD AGREEMENT
This Performance Restricted Stock Unit Award Agreement (this “Agreement”), dated as of _______, 2021 (the “Grant Date”), is made by and between Perella Weinberg Partners (the “Company”) and _______ (the “Grantee”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to them in the Perella Weinberg Partners 2021 Omnibus Incentive Plan (as may be amended from time to time, the “Plan”). Where the context permits, references to “the Company” shall include the Company and any successor to the Company.
Time-Based Tranche | Vesting Date |
36 Month Tranche | August 31, 2024 |
60 Month Tranche | August 31, 2026 |
Notwithstanding the foregoing, no more than fifty percent (50%) of the RSUs for which the performance-based vesting conditions have been satisfied as of the first Vesting Date shall be deemed to be vested as of the first Vesting Date for purposes of this Agreement. For example, if the $30 Tranche (as defined below) is achieved prior to the first Vesting Date, then [HALF OF THE TOTAL NUMBER] RSUs shall be deemed to be vested as of the first Vesting Date for purposes of this Agreement, so long as the Grantee satisfies the service-based vesting condition through the first Vesting Date; however, if only the $15 Tranche (as defined below) is achieved prior to the first Vesting Date, then [HALF OF THE $15 TRANCHE] RSUs shall be deemed to be vested as of the first Vesting Date for purposes of this Agreement, and the remaining [HALF OF THE $15 TRANCHE] RSUs (in addition to any other RSUs for which the applicable performance-based vesting condition is satisfied after the first Vesting Date but prior to the final Vesting Date) shall be deemed to be vested as of the final Vesting Date for purposes of this Agreement, so long as the Grantee satisfies the service-based vesting condition through the final Vesting Date.
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Performance-Based Tranche | Designated Share Price |
$15 Tranche | $15.00 |
$20 Tranche | $20.00 |
$25 Tranche | $25.00 |
$30 Tranche | $30.00 |
For purposes of this Section, “Share Price” means, on any date on or following June 25, 2021 and prior to the fifth (5th) anniversary of the Grant Date, the closing sale price per Share reported on such date.
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“Good Reason” means the occurrence or existence of any of the following: (a) any relocation of the Grantee’s principal place of work that increases the Grantee’s one-way commute by more than fifty (50) miles, (b) a material breach by a PWP Entity of any material contractual obligation relating to compensation owed to the Grantee or (c) for the twenty-four (24) month period following the occurrence of a Change in Control, any material adverse change in the Grantee’s position, authority, privileges, duties, responsibilities or reporting relationships. Notwithstanding the foregoing, a Good Reason event shall not be deemed to have occurred unless: (i) the Grantee provides written notice to the Administrator of the event giving rise to Good Reason within thirty (30) days following the date of occurrence of such event and (ii) the Administrator fails to cure such event within thirty (30) days of receipt of such notice; provided, that Good Reason shall cease to exist for an event on the ninetieth (90th) day following the date of occurrence of such event if the Grantee has not resigned for Good Reason due to such event by such date.
“Compete” means, the entering into a relationship by the Grantee as an employee, officer, member, partner, director, owner, stockholder, independent contractor, consultant, advisor or agent of, or aiding or assisting anyone who holds the position of “Partner” with the Firm, with, or providing services or advice to, a Competitive Enterprise (as defined in this Section 3(g)) following the termination of the Grantee’s employment, tenure or service, as applicable, with the Restricted Entities; provided, however, that, notwithstanding the foregoing, none of the following activities shall be considered activities that “Compete” with a Restricted Entity: (i) the Grantee making any passive equity investments in any fund or managed account offered or managed by any Competitive Enterprise; (ii) the Grantee (together with the Grantee’s spouse and lineal descendants (each, a “Family Member”)) acquiring beneficial ownership (within the meaning of Section 13(d) of the Exchange Act), as an investment, of less than 5% of a class of equity securities issued by any Competitive Enterprise so long as such securities are publicly traded; or (c) the Grantee providing investment advice and investment management services with respect to (x) the Grantee’s own personal assets and/or the personal assets of the Grantee’s Family Members and Estate Planning Vehicles (as defined in this Section 3(g)) (including establishing private partnerships, limited liability companies, trusts or similar entities and entities that operate such vehicles) or (y) any individual not-for-profit organization that qualifies as a tax-exempt Person under the applicable laws of the relevant jurisdiction; provided, further, that the Company may, in its discretion, provide a waiver to the Grantee for certain pre-existing investments or certain other activities of the Grantee that would otherwise constitute such Grantee “Competing.”
“Competitive Enterprise” means a business enterprise, including a special purpose acquisition vehicle or similar “blank check” entity, that engages or is preparing to engage in, or that owns or controls a significant interest in a Person that engages or is preparing to engage in, a Restricted Entity Business (as defined in this Section 3(g)); provided, however, that such business enterprise shall not be considered a “Competitive Enterprise” if (i) such business enterprise also engages in lines of business or services that are separate, distinct and divisible from the Restricted Entity Businesses and (ii) the Grantee does not (A) provide services, confidential information, strategy or advice to any division of such business enterprise engaged in or preparing to engage in any Restricted Entity Business (including any individual working for, or providing services to, any such division), and (B) attend meetings where such business enterprise’s Restricted Entity Businesses are discussed, or where the Grantee could, even inadvertently, disclose confidential information of the Restricted Entities; provided, further, that, employment by or a position with a portfolio company of a private equity or investment management firm, which portfolio company is not itself a Competitive Enterprise, shall be deemed not to constitute engaging in a Restricted Entity Business.
“Estate Planning Vehicle” means any trust or entity that (i) was created or formed by the Grantee or Family Members of the Grantee and (ii) is solely for the benefit, directly or indirectly, of the Grantee or Family Members of the Grantee.
“Non-Compete Period” means during the Grantee’s employment, tenure or service with or to the Firm, as applicable, and for a period of one (1) year following the cessation of such employment, tenure or service for any reason or no reason; provided, however, that the Grantee shall not be subject to a Non-Compete Period if the Grantee’s employment, tenure or service, as applicable, is terminated by the Company without Cause or by the Grantee for Good Reason.
“Restricted Entity Business” means investment banking, financial advisory services, private investing, merchant banking, private equity, asset or hedge fund management, any activities involving or relating to
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the use or sponsorship of a special purpose acquisition vehicle or similar “blank check” entity, or any other line of business in which the Restricted Entities engage, are planning to engage (and with respect to which, the Grantee has prior notice of such plans) or were engaged during the two (2)-year period prior to the cessation of, for any reason or no reason, the Grantee’s employment, tenure or services (unless, during such two (2)-year period, the Restricted Entities ceased to engage in such business enterprise for reasons unrelated to the Grantee’s and with no intention, to the Grantee’s knowledge, to re-engage in such business enterprise).
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By the Grantee’s acceptance hereof (whether written, electronic, or otherwise), the Grantee agrees, to the fullest extent permitted by law, that in lieu of receiving documents in paper format, the Grantee accepts the electronic delivery of any documents that the Company, or any third party involved in administering the Plan which the Company may designate, may deliver in connection with the RSUs granted hereunder (including the Plan, this Agreement, any account statements, or other communications or information) whether via the Company’s intranet or the internet site of such third party administrator or via email or such other means of electronic delivery specified by the Company. The Grantee hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or any third party involved in administering the Plan which the Company may designate.
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