Exhibit 10.26
RESTRICTED STOCK UNIT AWARD AGREEMENT
FOR COMPANY EMPLOYEES
UNDER the Terran Orbital Corporation
2021 Omnibus INCENTIVE PLAN
(Retention RSUs)
Name of Grantee:
No. of Restricted Stock Units:
Grant Date:
Expiration Date: March 25, 2027
Pursuant to the Terran Orbital Corporation 2021 Omnibus Incentive Plan (as may be amended from time to time, the “Plan”), Terran Orbital Corporation (together with any successor thereto, the “Company”) hereby grants an award of the number of Restricted Stock Units listed above (an “Award”) to the Grantee named above, subject to the terms and conditions set forth in this Restricted Stock Unit Award Agreement (this “Agreement”) and in the Plan. Each Restricted Stock Unit awarded hereunder shall relate to one share of common stock, par value $0.0001 per share, of the Company (the “Stock”).
If a Change in Control occurs prior to the Vesting Date, provided the Grantee remains in Continuous Service with the Company or one of its Affiliates through the consummation of the Change in Control, upon a termination of the Grantee’s Continuous Service by the Company or one of its Affiliates without “Cause” or by reason of the Grantee’s death or “Disability” (each, as defined in the Plan), in each case, following such Change in Control, each unvested outstanding Restricted Stock Unit shall fully vest upon the date of such termination (such date, also a “Vesting Date”) if the consideration received by the Company’s shareholders in connection with such Change in Control is greater than or equal to $[___] per share of Stock. For purposes of this paragraph, the $[___] per share amount shall be equitably adjusted for share subdivisions, share capitalization, reorganization, and the like, as determined by the Committee.
If any Restricted Stock Units granted hereunder remain outstanding and unvested as of the Expiration Date, such Restricted Stock Units shall be forfeited and cancelled as of the Expiration Date for no consideration or other payment.
The Committee may at any time accelerate the vesting schedule specified in this Section 2.
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“Consultant” means a consultant or adviser who provides bona fide services to the Company or an Affiliate as an independent contractor and who qualifies as a consultant or advisor under Instruction A.1.(a)(1) of Form S-8 under the Act.
“Continuous Service” shall mean that the Participant’s service with the Company or its Affiliates, whether as an employee, director or Consultant is not interrupted or terminated. The Participant’s Continuous Service shall not be deemed to have terminated merely because of a change in capacity in which the Participant renders service to the Company or its Affiliates as an employee, director or consultant or a change in the entity for which the Participant renders service, provided that there is no interruption or termination of the Participants Continuous Service; provided further that if any Award is subject to Section 409A of the Code, this sentence shall only be given effect to the extent consistent with Section 409A of the Code.
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TERRAN ORBITAL CORPORATION
By:
Name:
Title:
The foregoing Agreement is hereby accepted and the terms and conditions thereof hereby agreed to by the undersigned. Electronic acceptance of this Agreement pursuant to the Company’s instructions to the Grantee (including through an online acceptance process) is acceptable.
Dated:
Grantee’s Signature
Grantee’s name and address:
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