EX - 10.3
CareMax, Inc.
Restricted Stock Units Agreement
under the
CareMax, Inc.
2021 Long-Term Incentive Plan
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GLOSSARY
(a) “Administrator” means the Board of Directors of CareMax, Inc. or such committee or committees or officer or officers appointed by the Board to administer the Plan.
(b) “Affiliate” means any entity, whether now or hereafter existing, which controls, is controlled by, or is under common control with CareMax, Inc. For this purpose, “control” means ownership of more than 50% of the total combined voting power or value of all classes of stock or interests of the entity.
(c) “Agreement” means this document, as amended from time to time, together with the Notice and the Plan which are incorporated herein by reference.
(d) “Cause” has the meaning ascribed to such term or words of similar import in your written employment or service contract with the Company as in effect at the time at issue and, in the absence of such agreement or definition, means your (i) conviction of, or plea of nolo contendere to, a felony or crime involving moral turpitude; (ii) fraud on or misappropriation of any funds or property of the Company, any affiliate, customer or vendor; (iii) personal dishonesty, incompetence, willful misconduct, willful violation of any law, rule or regulation (other than minor traffic violations or similar offenses) or breach of fiduciary duty which involves personal profit; (iv) willful misconduct in connection with your duties or willful failure to perform your responsibilities in the best interests of the Company; (v) illegal use or distribution of drugs; (vi) violation of any Company rule, regulation, procedure or policy; or (vii) breach of any provision of any employment, non-disclosure, non-competition, non-solicitation or other similar agreement executed by you for the benefit of the Company, all as determined by the Administrator, which determination will be conclusive.
(e) “Change in Control” has the meaning set forth in the Plan.
(f) “Code” means the Internal Revenue Code of 1986, as amended, and the Treasury regulations and other guidance promulgated thereunder.
(g) “Common Stock” means the common stock, US$.01 par value per share, of CareMax, Inc.
(h) “Company” includes CareMax, Inc. and its Affiliates, except where the context otherwise requires. For purposes of determining whether a Change in Control has occurred, Company shall mean only CareMax, Inc.
(i) “Fair Market Value” has the meaning set forth in the Plan.
(j) “Grant Date” means the effective date of a grant of RSUs made to you as set forth in the relevant Notice.
(k) “Notice” means the statement, letter or other written notification provided to you by the Company setting forth the terms of a grant of RSUs made to you.
(l) “Plan” means the CareMax 2021 Long-Term Incentive Plan, as amended from time to time.
(m) “RSU” means the Company’s commitment to issue one share of Common Stock at a future date, subject to the terms of the Agreement and the Plan.
(n) “Service” means your employment, service as a non-executive director, or other service relationship with the Company and its Affiliates. Your Service will be considered to have ceased with the Company and its Affiliates if, immediately after a sale, merger, or other corporate transaction, the trade, business, or entity with
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which you are employed or otherwise have a service relationship is not CareMax, Inc., or its successor or an Affiliate of CareMax, Inc. or its successor.
(o) “You” or “Your” means the recipient of the RSUs as reflected on the applicable Notice. Whenever the word “you” or “your” is used in any provision of this Agreement under circumstances where the provision should logically be construed, as determined by the Administrator, to apply to the estate, personal representative, or beneficiary to whom the RSUs may be transferred by will or by the laws of descent and distribution, the words “you” and “your” shall be deemed to include such person.
{End of Agreement}
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