Exhibit 10.17
Definitive Healthcare Corp.
2021 Equity Incentive Plan
Restricted Stock Unit Award Agreement
(Performance-Based)
This Restricted Stock Unit Award Agreement (this “Agreement”) is made by and between Definitive Healthcare Corp., a Delaware corporation (the “Company”), and [●] (the “Participant”), effective as of [●], 20[●] (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; 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 performance-based restricted stock units on the terms and conditions set forth in the Plan and this Agreement (“PSUs”).
NOW THEREFORE, in consideration of the premises and mutual covenants set forth in this Agreement, the parties agree as follows:
(a) Vesting. The PSUs shall vest based on both (x) achievement of the performance targets set forth on Schedule I to this Agreement (the “Performance Goals,” and to the extent the Performance Goals are achieved, the “Earned PSUs”) and (y) the Participant’s continued Service as set forth below. The number of Earned PSUs may range from [ ] of the Target PSUs up to [ ] of the Target PSUs based on performance. The Earned PSUs shall vest as follows: (i) one-third of the Earned PSUs shall vest upon the Committee’s certification of the extent to which the Performance Goals were attained, in accordance with Schedule I, and (ii) one-third of the Earned PSUs shall vest as of each of [_____] and [____] (each date described in (i) and (ii), a “Performance-Vesting Date”), subject to the Participant’s continued Service through each applicable Performance-Vesting Date. Any Earned PSUs shall be settled as set forth in Section 3(a) of this Agreement.
(b) Termination of Service; Breach. Except as set forth in Section 11.3 of the Plan which shall apply upon termination of the Participant’s Service without Cause or for Good Reason (as defined in the Participant’s then-current employment
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agreement with the Company or its Affiliate, if any (the “Employment Agreement”); if no such Employment Agreement or no such definition, Good Reason shall not apply), or as set forth in the Participant’s Employment Agreement (to the extent that such Employment Agreement specifies terms in connection with a termination of the Participant’s Service that govern the PSUs), upon termination of the Participant’s Service for any other reason or no reason, any then unvested PSUs will be forfeited immediately, automatically and without consideration. If the Participant breaches Section 4, Section 5, or any other restrictive covenant with the Company or its Affiliate, any vested or unvested PSUs will be forfeited immediately, automatically and without consideration.
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[Signature page follows.]
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Exhibit 10.17
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 (Performance-Based) Award Agreement]
SCHEDULE I
Vesting Conditions and Performance Goals
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