Exhibit 10.3
E2OPEN PARENT HOLDINGS, INC.
RESTRICTED STOCK NOTICE
(2021 OMNIBUS INCENTIVE PLAN)
E2open Parent Holdings, Inc. (the “Company”), pursuant to its 2021 Omnibus Incentive Plan (the “Plan”), hereby grants to Participant an award of Restricted Stock in the amount set forth below (the “Award”). The Award is subject to all of the terms and conditions as set forth in this Restricted Stock Notice (this “Grant Notice”) and in the Restricted Stock Agreement (attached hereto as Attachment I) and the Plan, which has been made available to you on the Company Intranet, both of which are incorporated herein in their entirety. Capitalized terms not otherwise defined herein but defined in the Plan or the Restricted Stock Agreement will have the same definitions as in the Plan or the Restricted Stock Agreement. If there is any conflict between the terms in this Grant Notice and the Plan, the terms of the Plan will control.
Name of Participant: | Andrew Appel |
Grant Date: | October 10, 2023 |
Number of shares of Restricted Stock: | [●] |
Vesting Schedule: | The Restricted Stock will become unrestricted and fully vested on the [●]-month anniversary of the Grant Date (the “Vesting Date”), subject to Participant’s continued service through the Vesting Date; provided, however, the Restricted Stock will accelerate and vest in full upon the earlier to occur of (x) a termination of Participant’s employment by the Company without Cause (as such term is defined in the Offer Letter by and between Participant and the Company, dated as of October 10, 2023) and (y) a Change in Control, subject to Participant’s continued service through the date of such Change in Control. |
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Additional Terms/Acknowledgements: Participant acknowledges receipt of, and understands and agrees to, this Grant Notice, the Restricted Stock Agreement and the Plan. Participant acknowledges and agrees that this Grant Notice and the Restricted Stock Agreement may not be modified, amended or revised except as provided in the Plan. Participant further acknowledges that, as of the Grant Date, this Grant Notice, the Restricted Stock Agreement and the Plan set forth the entire agreement and understanding between Participant and the Company regarding the acquisition of Restricted Stock pursuant to the Award specified above and supersede all prior oral and written agreements, promises and/or representations on that subject with the exception of the Company’s clawback policy adopted in accordance with the Dodd-Frank Wall Street Reform and Consumer Protection Act and any other compensation recovery policy adopted by the Company or is otherwise required by applicable law. By accepting this Award, Participant consents to receive such documents by electronic delivery and to participate in the Plan through an online or electronic system established and maintained by the Company or another third party designated by the Company.
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E2OPEN PARENT HOLDINGS, INC. | PARTICIPANT: | ||
By: | Jennifer S. Grafton |
| /s/ Andrew Appel |
Signature | /s/ Jennifer S. Grafton |
| Andrew Appel |
Title: | EVP, General Counsel & Secretary |
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Date: | October 10, 2023 | Date: | October 10, 2023 |
ATTACHMENTS: Restricted Stock Agreement
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ATTACHMENT I
E2OPEN PARENT HOLDINGS, INC.
2021 OMNIBUS INCENTIVE PLAN
RESTRICTED STOCK AGREEMENT
Pursuant to the Restricted Stock Grant Notice (the “Grant Notice”) and this Restricted Stock Agreement (this “Agreement”), E2open Parent Holdings, Inc. (the “Company”) has granted you an Award of Restricted Stock under its 2021 Omnibus Incentive Plan (the “Plan”) in the amount indicated in the Grant Notice. Capitalized terms not explicitly defined in this Agreement or in the Grant Notice but defined in the Plan will have the same definitions as in the Plan.
If there is any conflict between the terms in this Agreement and the Plan, the terms of the Plan will control. The details of your Award, in addition to those set forth in the Grant Notice and the Plan, are as follows:
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This Agreement will be deemed to be signed by you upon the signing by you of the Grant Notice to which it is attached.
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