5. The Company will, at its option, reflect Participant’s ownership of the Restricted Shares in book-entry form with the Company’s transfer agent or through the issuance of one or more stock certificates. If the Company elects to reflect ownership through the issuance of stock certificates, such certificates will be held in escrow with the Corporate Secretary of the Company in accordance with the provisions of this Agreement and the Plan. Subject to terms of this Agreement and the Plan, Participant will have all rights of a shareholder with respect to the Restricted Shares while they are held in escrow or in book-entry form, including, without limitation, the right to vote the Restricted Shares and receive any cash dividends declared on such shares. If, from time to time prior to the date that the restrictions on all of the Restricted Shares have lapsed, there is (i) any stock dividend, stock split or other change in the Restricted Shares, or (ii) any merger or sale of all or substantially all of the assets or other acquisition of the Company, any and all new, substituted or additional securities to which Participant is entitled by reason of his ownership of the Restricted Shares shall be held on his behalf by the Company in book-entry form or through the issuance of one or more stock certificates and held in escrow pursuant to this section until vesting pursuant to the schedule applicable to the underlying Restricted Shares.
6. As described in the Plan, in the event of certain corporate transactions or other actions or events, the Committee may take such actions with respect to this Award as it deems appropriate and consistent with the Plan.
7. Participant understands that Participant (and not the Company) is responsible for any tax liability that may arise as a result of the transaction contemplated by this Agreement. Participant understands that Section 83 of the Internal Revenue Code of 1986, as amended (the “Code”) taxes as ordinary income the difference between the amount paid for the Restricted Shares and the fair market value of the Restricted Shares as of the date the restrictions on such shares lapse. Participant understands that Participant may elect to be taxed at the time of the Award, rather than when the restrictions lapse, by filing an election under Section 83(b) of the Code with the Internal Revenue Service within 30 days from the Issue Date.
8. As a condition of accepting this Award, Participant agrees to make arrangements for the payment of such taxes, such as withholding of income taxes and employment taxes, as applicable and required by law, in connection with the Award. Until adequate arrangements have been made, certificates representing Unrestricted Shares will not be issued to Participant. Participant may satisfy applicable withholding taxes by any manner permitted by the Plan, subject to the consent of the Committee, including, (i) delivering a sufficient number of shares of already owned Common Stock (which have been owned by Participant for more than six (6) months), and/or (ii) having the Company retain a sufficient number of shares from the distribution to be made to Participant.
9. The fact that the Participant has been granted this Award will not affect or qualify the right of the Company or a subsidiary to terminate the Participant’s employment at any time.
10. If any provision of this Agreement should be deemed void or unenforceable for any reason, it shall be severed from the remainder of this Agreement, which shall otherwise remain in full force and effect.
11. Any notice to be given under the terms of this Agreement shall be addressed to AvePoint, Inc., to the attention of the Chief Operating Officer, Harborside Financial Center, Plaza 10, 9th Floor, 3 Second Street Jersey City, NJ 07311, and any notice to be given to Participant or to his or her personal representative shall be addressed to him or her at the address set forth below or to such other address as either party may, hereafter, designate in writing to the other. Notices shall be deemed to have been duly given if mailed, postage prepaid, addressed as aforesaid.
12. Participant may accept this Award, subject to the registration and listing of the shares issuable under the Plan, by signing and returning the enclosed executed counterpart of this Agreement. Participant’s signature will also evidence Participants agreement to the terms and conditions set forth in this Agreement and to which this Award is subject.
13. Along with this Agreement, Participant hereby acknowledges receipt of a copy of the Plan. Also, if Participant has previously been granted an award under the Plan, Participant hereby acknowledges that he has received all of the reports, proxy statements and other communications generally distributed to the holders of the Company’s securities since the date(s) of such grant(s) and no later than the times of such distributions.
14. If Participant’s employment is terminated for any reason, whether by the Company or the Participant, the Company shall have the right to acquire from Participant (or Participant’s estate) any or all of the Restricted Shares that have been issued pursuant to this Agreement, without respect to whether such shares are then Unrestricted Shares or not. If the Company chooses to acquire any portion of this Award, the Company must exercise its right of repurchase within six (6) months after the date of termination. The Company shall exercise its repurchase option by delivery of written notice to Participant indicating the number of shares the Company has elected to repurchase and
