Exhibit 10.2
Definitive Healthcare Corp.
2023 Inducement 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. 2023 Inducement 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”) as a material inducement to the Participant entering into employment with the Company in compliance with NASDAQ Listing Rule 5635(c)(4).
NOW THEREFORE, in consideration of the premises and mutual covenants set forth in this Agreement, the parties agree as follows:
(a) Vesting. Up to the number of PSUs set forth above shall vest based on both (x) timely achievement of the Stock Price Hurdles set forth on Schedule I to this Agreement (to the extent the Stock Price Hurdles are achieved, the “Earned PSUs”) and (y) the Participant’s continued Service as set forth below. The applicable number of Earned PSUs shall vest on the date on which the Committee certifies that the applicable Stock Price Hurdle has been achieved (each date of such certification, a “Performance-Vesting Date”), subject to the Participant’s continued Service through each applicable Performance-Vesting Date; provided, that such certification by the Committee will occur no later than the earlier of (i) ninety (90)
days following the applicable Hurdle Measurement Date (as defined on Schedule I hereto) as of which a Stock Price Hurdle has been achieved or (ii) March 15 of the calendar year following the year in which the applicable Hurdle Measurement Date occurs. Any Earned PSUs shall be settled as set forth in Section 3(a) of this Agreement.
(b) Termination of Service; Breach. Except as otherwise set forth in Section 11 of the Participant’s employment agreement with the Company or its Affiliate (the “Employment Agreement”), upon termination of the Participant’s Service for any 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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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: __________________________ By: ______________________________
Date:_________________________ Date: _____________________________
[Signature Page – Restricted Stock Unit (Performance-Based) Award Agreement]
SCHEDULE I
Vesting Conditions and Stock Price Hurdles
Vesting Tranche | Number of PSUs | Stock Price Hurdle |
First Vesting Tranche | [__] | [__] |
Second Vesting Tranche | [__] | [__] |
Third Vesting Tranche | [__] | [__] |
Fourth Vesting Tranche | [__] | [__] |
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