Exhibit 10.21
TERRAN ORBITAL CORPORATION
NOTICE OF GRANT OF SUBSTITUTE
RESTRICTED STOCK UNITS
(Retention RSUs)
(U.S. Participants - $[11.00/13.00] Share Price Hurdle)
Terran Orbital Corporation (f/k/a Tailwind Two Acquisition Corp.), a Delaware corporation (together with any successor thereto, the “Company”), has granted to the Participant (named below) this award of Restricted Stock Units (this “Award”) pursuant to the terms of the Company’s 2021 Omnibus Incentive Plan (as may be amended or restated from time to time, the “Plan”), this Notice of Grant of Substitute Restricted Stock Units (“Grant Notice”) and the Company’s Substitute Restricted Stock Units Agreement (Retention RSUs) to which this Grant Notice relates (the “Award Agreement”). In accordance with the Merger Agreement (as defined in the Plan), this Award substitutes and restates in its entirety the Participant’s previous retention restricted stock unit award corresponding to this Award (the “Previous Award”) granted under the Amended and Restated Terran Orbital Corporation 2014 Equity Incentive Plan, and the applicable grant notice and award agreement thereunder, on the Date of Original Grant set forth below. This Award is designated an “Employee Retention Share Award” under the Plan.
Each Unit (as defined below) granted pursuant to this Award represents the right to receive on the applicable Settlement Date (as defined below) one (1) Share, as set forth below and in the Plan and Award Agreement. Capitalized terms used herein but not otherwise defined shall have the meaning ascribed to such term in the Plan or Award Agreement, as applicable.
Participant: |
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Date of Original Grant: | ______________________ | ||
Total Number of Units: | (each, a “Unit”), subject to adjustment as provided by the Award Agreement and the Plan. | ||
Expiration Date: | The fifth (5th) anniversary of the Closing Date (i.e., March 25, 2027). | ||
Vested Units: | The vesting of each Unit requires the satisfaction of each of the following conditions (each, as defined below): (i) the Closing Condition, (ii) the Time Condition, and (iii) the Share Price Condition. Each Unit will vest and become non-forfeitable on the first date (the “Vesting Date”) on which each of the Closing Condition, the Time Condition and the Share Price Condition have been satisfied with respect to such Unit on or before the Expiration Date, provided that, except as otherwise provided herein or in the Award Agreement, the Participant is employed by the Service Recipient on the applicable Vesting Date. | ||
Closing Condition: | The Closing Condition was satisfied for the Total Number of Units on the Closing Date (March 25, 2022). | ||
Time Condition: | The Time Condition will be satisfied for the Total Number of Units by the Participant’s continuous employment by the Service Recipient through the first (1st) anniversary of the Closing Date (i.e., March 25, 2023). | ||
Share Price Condition: | The Share Price Condition will be satisfied with respect to the Total Number of Units as and when the Last Reported Closing Price per Share of $[11.00/13.00] or greater (the “Share Price Hurdle”) is achieved, for any twenty (20) trading days during any consecutive thirty (30)-day period during the Incentive Period. The Share Price Hurdle shall be equitably adjusted for share subdivisions, share capitalization, reorganization, and the like, as determined by Administrator. |
Change in Control: | If a Change in Control occurs following the Closing Date and before the applicable Vesting Date, provided the Participant is employed by the Service Recipient from the Date of Grant through the consummation of the Change in Control, upon the termination of the Participant’s employment by the Service Recipient (or its successor) without “Cause” or by reason of the Participant’s death or “Disability” (each, as defined in the Plan), in each case, following such Change of Control, each unvested outstanding Unit shall fully vest upon the date of such termination (such date, also a “Vesting Date”) if the consideration received by the Acquiror Shareholders in connection with such Change in Control is greater than or equal to $[11.00/13.00] per Share. The $[11.00/13.00] per Share amount shall be equitably adjusted for share subdivisions, share capitalization, reorganization, and the like, as determined by the Administrator. In the event any unvested outstanding Units do not vest in connection with a Change in Control, the treatment of such unvested outstanding Units shall be determined under the terms of the Plan. |
Settlement Date: | Except as provided by the Award Agreement, the Settlement Date with respect to each Unit shall be within thirty (30) days of the Vesting Date applicable to such Unit, subject to Section 5 of the Award Agreement (each such actual date, the “Settlement Date”). |
Forfeiture upon Expiration: | If any Units remain outstanding and unvested as of the Expiration Date (the “Expired Units”), such Expired Units shall be forfeited and canceled for no consideration or other payment. |
Lock-up: | Commencing on the Settlement Date, in addition to any other restriction imposed by federal or state securities or other applicable law, the Participant agrees that sixty percent (60%) of the Shares issued on the Settlement Date in respect of the vested Units (the “Lock-up Shares”) shall be subject to a lock up and the Participant agrees to not transfer, exchange, assign, pledge, hypothecate, encumber or otherwise dispose of such Lock-up Shares (the “Transfer Restrictions”) except as set forth below. The Transfer Restrictions with respect to the Lock-Up Shares shall lapse over the following time periods and with respect to the following amounts of Lock-up Shares: (i) on the 90-day anniversary of the Settlement Date, such Transfer Restrictions shall lapse with respect to 50% of the Lock-Up Shares; and (ii) on the 180-day anniversary of the Settlement Date, such Transfer Restrictions shall lapse with respect to the remaining 50% of the Lock-Up Shares. |
By their signatures below or by electronic acceptance or authentication in a form authorized by the Company, the Company and the Participant agree that (i) this Award is governed by this Grant Notice and by the provisions of the Award Agreement and the Plan, both of which are made a part of this document, and (ii) this Award substitutes and restates the Previous Award in its entirety. The Participant acknowledges that copies of the Plan and the Award Agreement are available on the Company’s internal website and may be viewed and printed by the Participant for attachment to the Participant’s copy of this Grant Notice. The Participant represents that the Participant has read and is familiar with the provisions of this Grant Notice, the Award Agreement and the Plan, and hereby accepts this Award subject to all of the terms and conditions thereof.
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TERRAN ORBITAL CORPORATION | PARTICIPANT | |
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By: |
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[Officer Name] | Signature | |
[Officer Title] |
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Address: |
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ATTACHMENTS: Terran Orbital Corporation 2021 Omnibus Incentive Plan, and
Terran Orbital Corporation Substitute Restricted Stock Units Agreement (Retention RSUs)
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TERRAN ORBITAL CORPORATION
SUBSTITUTE
RESTRICTED STOCK UNITS AGREEMENT
(Retention RSUs)
(U.S. Participants)
Terran Orbital Corporation, a Delaware corporation (together with any successor thereto, the “Company”), has granted to the Participant named in the Notice of Grant of Substitute Restricted Stock Units (the “Grant Notice”), to which this Substitute Restricted Stock Units Agreement (Retention RSUs) (this “Agreement”) is attached, an award consisting of Restricted Stock Units (each, a “Unit”) subject to the terms and conditions set forth in the Grant Notice, this Agreement and the Terran Orbital Corporation 2021 Omnibus Incentive Plan (as may be amended or restated from time to time, the “Plan”), the provisions of which are incorporated herein by reference. By signing the Grant Notice, the Participant: (a) acknowledges receipt of and represents that the Participant has read and is familiar with the Grant Notice, this Agreement, and the Plan, (b) accepts and understands that the Award substitutes and restates in its entirety the Participant’s Previous Award (as defined in the Grant Notice), and (c) accepts the Award subject to all of the terms and conditions of the Grant Notice, this Agreement and the Plan. As such, the Participant agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under the Grant Notice, this Agreement or the Plan.
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All questions of interpretation concerning the Grant Notice, this Agreement, the Plan or any other form of agreement or other document employed by the Company in the administration of the Plan or the Award shall be determined by the Administrator. All such determinations by the Administrator shall be final, binding and conclusive upon all persons having an interest in the Award, unless fraudulent or made in bad faith. Any and all actions, decisions and determinations taken or made by the Administrator in the exercise of its discretion pursuant to the Plan or the Award or other agreement thereunder (other than determining questions of interpretation pursuant to the preceding sentence) shall be final, binding and conclusive upon all persons having an interest in the Award. Subject to those rules which the Administrator may adopt, and except where prohibited by Section 16 of the Exchange Act or other applicable law or exchange rule, any person designated by the Board as an officer of the Company (an “Officer”) shall have the authority to act on behalf of the Company with respect to any matter, right, obligation, or election which is the responsibility of or which is allocated to the Company herein, provided the Officer has apparent authority with respect to such matter, right, obligation, or election.
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In the event of a Change in Control, the Award shall be subject to and treated as set forth in the Plan and any applicable provisions of the Grant Notice.
In the event of a change in the capital structure of the Company, the Award shall be subject to and treated as set forth in Section 10 of the Plan.
The Participant shall have no rights as a stockholder with respect to any Shares which may be issued in settlement of this Award until the date of the issuance of such Shares (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company). No adjustment shall be made for dividends, distributions or other rights for which the record date is prior to the date the shares are issued, except as provided in Section 8 or in the Plan. If the Participant is an employee, the Participant understands and acknowledges that, except as otherwise provided in a separate, written employment agreement between the Company (or its Affiliate) and the Participant, the Participant’s employment is “at will” and is for no specified term. Nothing in this Agreement shall confer upon the Participant any right to continue in employment or service of the Company or its Affiliates, or interfere in any way with any right of the Company or its Affiliate to terminate the Participant’s employment or service at any time.
The Company may at any time place legends referencing any applicable federal, state or foreign securities law restrictions or other restrictions (such as transfer restrictions) on all certificates or book entries representing Shares issued pursuant to the Units under this Agreement. The Participant shall, at the request of the Company, promptly present to the Company any and all
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certificates representing Shares acquired pursuant to this Award in the possession of the Participant in order to carry out the provisions of this Section.
It is intended that any election, payment or benefit which is made or provided pursuant to or in connection with this Award that may result in compensation that constitutes nonqualified deferred compensation within the meaning of Section 409A (“Section 409A Deferred Compensation”) shall comply in all respects with the applicable requirements of Section 409A of the Code (“Section 409A”) (including applicable regulations or other administrative guidance thereunder, as determined by the Administrator in good faith) to avoid the unfavorable tax consequences provided therein for non‑compliance. In connection with effecting compliance with or an exemption from Section 409A, the following shall apply:
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