MONEYLION INC.
OMNIBUS INCENTIVE PLAN
PSU GRANT NOTICE (SHARE PRICE)
MoneyLion Inc., a Delaware corporation (the “Company”), pursuant to its Omnibus Incentive Plan (the “Plan”), hereby grants to the individual listed below (the “Participant”) an Award of performance share units (“PSUs”) indicated below, which PSUs shall be subject to vesting based on the Participant’s continued employment or service with the Company or, if different, the Affiliate employing or retaining the Participant (the “Employer”), as provided herein and the achievement of specific performance conditions (the “Performance Conditions”). This award of PSUs, together with any accumulated Dividend Equivalents as provided herein (the “Award”) is subject to all of the terms and conditions as set forth herein, and in the PSU Agreement attached hereto as Exhibit A (the “Agreement”) and the Plan, each of which is incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this PSU Grant Notice (the “Notice”) and the Agreement.
Participant: |
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Employee ID: |
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Grant Date: |
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Number of PSUs: |
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Vesting Commencement Date: |
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Vesting Schedule: | Subject to the terms of the Plan, the PSUs shall vest based on both the passage of time and the achievement of certain performance conditions, in all cases, except as explicitly set forth below, subject to continued service with the Company or one of its subsidiaries through the applicable vesting date (whether time-vesting or performance vesting condition).
The portion of the PSUs that will be determined to have achieved the applicable share price based performance condition will be determined based on the following per share price conditions:
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| Per Share Price*
| Aggregate Percentage of Performance Vested PSUs Achieving Performance Condition |
| $8.00 $10.00 $12.00 $15.00
| 25% of PSUs 50% of PSUs 75% of PSUs 100% of PSUs
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| * The per share price conditions (the “Performance Conditions”) will be determined to be achieved upon the earlier of (i) the volume-weighted average price per share of the Company’s shares over twenty (20) consecutive trading days (“20-day VWAP”) being equal to or greater than the applicable Per Share Price or (ii) the occurrence of a Change in Control (with the Per Share Price determined in connection with the Change in Control to be the per share price on the closing date of such Change in Control), in each case at any time prior to the date that is four (4) years following the Grant Date (the “End Date”), subject to adjustment as provided in Section 5(c) of the Plan; provided that except as explicitly set forth herein, the Participant remains continuously employed by the Company or any Subsidiary as of such date.
Time-Vesting Condition
The PSUs shall become time-vested and eligible to vest upon the achievement of the relevant Performance Conditions with respect to 50% of the PSUs on the first anniversary of the Grant Date, an additional 25% of the PSUs on the second anniversary of the Grant Date, and an additional 25% of the PSUs on the third anniversary of the Grant Date (each such date, a “Time Vesting Date”), if the Participant remains in the continuous employ of the Company or its Subsidiary as of each such Time Vesting Date. Upon a Change in Control, the time-vesting condition shall be determined to have been met, provided that the Participant remains employed by the Company or any Subsidiary as of the closing of such Change in Control.
Termination of Service. Except as set forth in Sections 3 and 4 of the Agreement, the unvested PSUs shall be forfeited upon the Participant’s Termination of Service for any reason.
End Date. If the Performance Conditions are not achieved on or before the End Date, the PSUs will be forfeited automatically for no consideration as of the End Date. |
By the Participant’s submission of electronic acceptance of the Award or, if required by applicable law, by the Participant’s signature, the Participant agrees to be bound by the terms of
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this Notice, the Plan and the Agreement. The Participant has reviewed the Plan, this Notice and the Agreement in their entirety and fully understands all provisions of the Plan, this Notice and the Agreement. The Participant hereby agrees to accept as final and binding all decisions or interpretations of the Committee upon any questions arising under the Plan, this Notice or the Agreement.
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EXHIBIT A
MONEYLION INC.
OMNIBUS INCENTIVE PLAN
PSU AGREEMENT (SHARE PRICE)
The Participant has been granted an Award (the “Award”) of PSUs pursuant to the MoneyLion Inc. Omnibus Incentive Plan (as may be amended from time to time, the “Plan”), the Notice of PSU Award (the “Notice”) and this PSU Agreement (this “Agreement”), dated as of [ ] (the “Grant Date”). Except as otherwise indicated, any capitalized terms used but not defined herein shall have the meaning ascribed to such term in the Plan or in the Notice.
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If to the Company:
MoneyLion Inc.
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30 West 21st Street
9th Floor
New York, NY 10010
Attention: XXX
Email: XXX
If to the Participant, to the address of the Participant on file with the Company.
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IN WITNESS WHEREOF, the parties have duly executed and delivered this Agreement as of the date last written below or the date electronically accepted through the applicable portal, as applicable.
MONEYLION INC.
By: ___________________________
Name:
Title:
PARTICIPANT
Name:
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