Leafly Holdings, Inc.
2021 Equity Incentive Plan
Amended and Restated Performance Stock Unit Award Agreement
This Amended and Restated Performance Stock Unit Award Agreement (this “Agreement”) is made by and between Leafly Holdings, Inc., a corporation organized and existing under the laws of Delaware (the “Company”), and [●] (the “Participant”), effective as of [●], to amend and restate that certain Performance Stock Unit Award Agreement (“Original Agreement”) by and between the Company and the Participant, effective as of [●] (the “Date of Grant”).
RECITALS
WHEREAS, the Company has adopted the Leafly Holdings, Inc. 2021 Equity Incentive Plan (as may be further amended, amended and restated or modified from time to time) (the “Plan”), which is incorporated herein by reference and made a part of this Agreement. Capitalized terms not otherwise defined in this Agreement have the meanings ascribed to those terms in the Plan;
WHEREAS, the Committee has determined that it is in the best interests of the Company and its stockholders to amend and restate the Original Agreement as provided for herein pursuant to the Plan and the terms set forth herein; and
WHEREAS, the Company and the Participant are parties to the Original Agreement, which they now wish to amend and restate.
NOW THEREFORE, in consideration of the premises and mutual covenants set forth in this Agreement, the parties agree as follows:
Performance Period | Number of PSUs Eligible to Vest in Performance Period |
[●] | [●] |
[●] | [●] |
[●] | [●] |
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For purposes of the PSUs, termination of Service will be considered to occur as of the date the Participant is no longer actively providing services to the Company or any Subsidiary (the “Service Recipient”), regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or otherwise rendering services or the terms of the Participant’s employment or service agreement, if any. Unless otherwise determined by the Committee, the Participant’s right to vest in the PSUs, if any, will cease as of this date and will not be extended by any notice period (e.g., the Participant’s period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where the Participant is employed or otherwise providing services, or the terms of the Participant’s employment or service agreement, if any). The Company will have the exclusive discretion to determine when the Participant is no longer actively providing services for purposes of the PSUs (including whether the Participant may still be considered to be actively providing services while on leave of absence).
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The Company may withhold or account for Tax-Related Items by considering statutory withholding rates or other applicable withholding rates, including maximum applicable rates in the Participant’s jurisdiction(s). In the event of over-withholding, the Participant may receive a refund of any over-withheld amount in cash and will have no entitlement to the equivalent in Common Stock, or if not refunded, the Participant may seek a refund from the applicable tax authorities. In the event of under-withholding, the Participant may be required to pay additional Tax-Related Items directly to the applicable tax authorities or to the Company and/or the Subsidiary to whom the Participant provides services.
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(a) Notwithstanding any other provision of this Agreement, shares of Common Stock will not be issued upon PSU vesting unless the shares issuable are registered under the Securities Act or, if such shares are not then so registered, the Company has determined that such issuance would be exempt from the registration requirements of the Securities Act. The PSUs and the issuance of any shares of Common Stock thereunder also must comply with all other applicable laws and regulations governing the PSUs and the shares issuable thereunder, including any U.S. and non-U.S. state, federal, and local applicable laws, and the Participant will not receive shares if the Company determines that such receipt would not be in material compliance with such applicable laws.
(b) The Participant understands that the Company is under no obligation to register or qualify the PSUs or the shares issuable upon vesting of the PSUs with the U.S. Securities and Exchange Commission or any state or foreign securities commission (or maintain any such registration or qualification if made) or to seek approval or clearance from any governmental authority for the issuance or sale of such shares. The inability of the Company to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the Company’s legal counsel to be necessary to the lawful issuance and sale of any shares will relieve the Company of any liability in respect of the failure to issue or sell the shares as to which such requisite authority is not obtained. Further, the Participant agrees that the Company
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will have unilateral authority to amend the Plan and this Agreement without the Participant’s consent to the extent necessary to comply with securities or other laws applicable to the issuance of the shares.
SHARES MAY NOT BE ISSUED UNLESS THE FOREGOING CONDITIONS ARE SATISFIED.
(c) The Participant hereby agrees that he or she will in no event sell or distribute all or any part of the shares that may be received pursuant to the settlement of vested PSUs unless (i) there is an effective registration statement under the Securities Act, or (ii) the Company receives an opinion of the Participant’s legal counsel (concurred by legal counsel for the Company) stating that such transaction is exempt from registration or the Company otherwise satisfies itself that such transaction is exempt from registration. Sales of the Shares are also subject to compliance with other laws and regulations, including, but not limited to, U.S. and non-U.S. securities, exchange control, insider trading and market abuse laws, and with the Company’s insider trading policy.
By accepting the Award, the Participant acknowledges, understands and agrees that:
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[Signature page follows.]
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IN WITNESS WHEREOF, the Company and the Participant have executed this Performance Stock Unit Award Agreement as of the dates set forth below.
PARTICIPANT LEAFLY HOLDINGS, INC.
_________________________________ By: ______________________________
Date:_____________________________ Date: _____________________________
[Signature Page – Amended and Restated PSU Award Agreement]
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Leafly Holdings, Inc.
Annex A to
Amended and Restated Performance Stock Unit Award Agreement
The PSUs are subject to the terms of the Agreement to which this Annex A is attached. Capitalized terms used, but not defined in this Annex A, have same meanings as in the Agreement to which this Annex A is attached.
1. Performance Goals
The PSUs will vest based on achievement of the Performance Goals established for each Performance Period, as set forth below.
[●]
[●]
(c) Third Performance Period
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2. Definitions of Performance Goals and Market Cap Milestone
(a) “Top Line Revenue” means total reported revenue in the Company’s Annual Report on Form 10-K (“Form 10-K”) for the applicable Performance Period.
(b) “Adjusted EBITDA” means Adjusted EBITDA as reported in the Company’s Form 10-K for the applicable Performance Period, further adjusted for the impact of any change in accounting due to changes in the form of payment for awards under the annual incentive plan (e.g., any add back to expense for payment of annual incentive awards in the form of stock-based awards instead of cash).
(c) “Market Cap Milestone” means the Company’s achievement of a $1 billion market capitalization for any twenty (20) days during a thirty (30)-day period on or before February 4, 2026.
(d) “Cash Balance” means the amount equal to the Company’s “cash and cash equivalents” less “restricted cash”, each as reflected on the Company’s consolidated balance sheets as of December 31 for the applicable Performance Period.
3. Determination of Vested PSUs.
Following each Performance Period, the Committee will determine the level of achievement of each Performance Goal. The Committee will also determine any achievement of the Market Cap Milestone, achievement of which will result in all then outstanding unvested PSUs becoming vested. Vesting is subject to the Participant’s continuous Service on a Vesting Date. No linear interpolation will apply for any results.