Definitive Healthcare Corp.
2021 Equity Incentive Plan
Restricted Stock Unit Award Agreement
This Restricted Stock Unit Award Agreement (this “Agreement”) is made by and between Definitive Healthcare Corp., a Delaware corporation (the “Company”), and Robert Musslewhite (the “Participant”), effective as of May 3, 2022 (the “Date of Grant”).
RECITALS
WHEREAS, the Company has adopted the Definitive Healthcare Corp. 2021 Equity Incentive Plan (the “Plan”), which is incorporated herein by reference and made a part of this Agreement. Capitalized terms not otherwise defined in this Agreement shall have the meanings ascribed to those terms in the Plan (or if not defined in the Plan but in the Employment Agreement, in the Employment Agreement); and
WHEREAS, the Committee has authorized and approved the grant of an Award to the Participant that will provide the Participant the opportunity to receive shares of Common Stock upon the settlement of restricted stock units on the terms and conditions set forth in the Plan and this Agreement (“Restricted Stock Units”).
NOW THEREFORE, in consideration of the premises and mutual covenants set forth in this Agreement, the parties agree as follows:
(a) General. The Restricted Stock Units shall vest as of the date of the Committee’s determination under Schedule I (the "Vesting Date") based on achievement of the performance targets set forth on Schedule I, subject to the Participant’s continued Service through the Vesting Date, other than as set forth below.
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(b) Termination of Service; Breach. Except as set forth in Section 11 of the Employment Agreement between Definitive Healthcare, LLC and the Participant, dated May 4, 2022 (the “Employment Agreement”) and notwithstanding Section 11.3 of the Plan, which shall not apply to this Agreement, upon termination of the Participant’s Service for any other reason or no reason, any then unvested Restricted Stock Units will be forfeited immediately, automatically and without consideration. If the Participant breaches and if such breach is capable of being cured in all material respects, fails to cure in all material respects, Section 5, 6 or 7 of the Employment Agreement, any vested or unvested Restricted Stock Units will be forfeited immediately, automatically and without consideration.
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[Signature page follows.]
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IN WITNESS WHEREOF, the Company and the Participant have executed this Restricted Stock Unit Award Agreement as of the dates set forth below.
PARTICIPANT DEFINITIVE HEALTHCARE CORP.
______________________________ By: ______________________________
Date:_________________________ Date: _____________________________
[Signature Page – Restricted Stock Unit Award Agreement]
SCHEDULE I
Performance Targets
The Restricted Stock Units shall vest based upon achievement of total shareholder return (“TSR”) of the Company relative to the TSR of the Peer Group (defined below) between January 1, 2022 and December 31, 2024 (the “Performance Period”).
Performance Levels | Relative TSR Percentile | Vesting Percentage |
Threshold | 50th percentile | 50% |
Target | 60th percentile | 100% |
Exceptional | 75th percentile | 200% |
Superior | 90th percentile | 300% |
The Vesting Percentage for Relative TSR Percentiles between two adjacent performance levels shall be determined by straight line interpolation. The Committee will make the determination of vesting after the Performance Period and prior settlement of the Restricted Stock Units.
Notwithstanding the foregoing, if the Company’s absolute total shareholder return is negative at the end of the Performance Period (irrespective of relative performance outcomes), vesting shall be capped at the Target level (100%). Except as set forth in Section 11 of the Employment Agreement, any Restricted Stock Units that do not vest as of the Vesting Date shall be forfeited automatically and without consideration.
TSR = (Ending Stock Price – Beginning Stock Price + Cumulative Cash Dividend Payments)
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(Beginning Stock Price)
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The Committee shall make all determinations under this Schedule I using a reasonable business judgment standard and such determinations shall be final and binding on all parties.
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