Form of PSU Award Agreement
EXHIBIT 10.5
CLEANSPARK, INC.
2017 Incentive Award Plan
PERFORMANCE-BASED STOCK Unit Grant Notice
CleanSpark, Inc., a Nevada corporation (the “Company”), has granted to the participant listed below (“Participant”) the performance-based Stock Units (the “PSUs”) described in this Performance-Based Stock Unit Grant Notice (this “Grant Notice”), subject to the terms and conditions of the CleanSpark, Inc. 2017 Incentive Plan (as amended from time to time, the “Plan”) and the Performance-Based Stock Unit Agreement attached hereto as Exhibit A and the Vesting Schedule attached as Exhibit B (Exhibits A and B, collectively, the “Agreement”), all of which are incorporated into this Grant Notice by reference. Except as otherwise provided herein, capitalized terms not specifically defined in this Grant Notice or the Agreement have the meanings given to them in the Plan.
Participant: |
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Grant Date: | [________] |
Vesting Start Date: Number of PSUs: Expiration: | [the Grant Date] [________] Perpetual/NA |
Vesting Schedule: | Exhibit B |
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By accepting (whether in writing, electronically or otherwise) the PSUs, Participant agrees to be bound by the terms of this Grant Notice, the Plan and the Agreement. Participant has reviewed the Plan, this Grant Notice and the Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of the Plan, this Grant Notice and the Agreement. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under the Plan, this Grant Notice or the Agreement.
CLEANSPARK, INC. | PARTICIPANT | ||
By: |
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Name: |
| [________________________________________] | |
Title: |
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Exhibit A
PERFORMANCE-BASED STOCK UNIT AGREEMENT
WHEREAS, the Company has granted the PSUs to Participant, effective as of the Grant Date set forth in the Grant Notice (the “Grant Date”); and
WHEREAS, in connection therewith, the parties desire to enter into this Performance-Based Stock Unit Agreement (together with the Vesting Schedule attached as Exhibit B hereto, collectively, this “Agreement”).
NOW, THEREFORE, the Company and Participant hereby agree as follows:
general
A-1
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VESTING; forfeiture; SETTLEMENT
A-2
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TAXATION AND TAX WITHHOLDING
A-3
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other provisions
CleanSpark, Inc.
Attn: General Counsel
2370 Corporate Circle, Suite 160
Henderson, Nevada 89074
Notice to the Company may also be made to the General Counsel’s then-current email address or facsimile number. Any notice to be given under the terms of this Agreement to Participant must be in writing and addressed to Participant (or, if Participant is then deceased, to his or her beneficiary or beneficiaries) at Participant’s last known mailing address, email address or facsimile number in the Company’s personnel files. By a notice given pursuant to this Section, either party may designate a different address for notices to be given to that party. Any notice will be deemed duly given when actually received, when sent by email, when sent by certified mail (return receipt requested) and deposited with postage prepaid in a post
A-4
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office or branch post office regularly maintained by the United States Postal Service, when delivered by a nationally recognized express shipping company or upon receipt of a facsimile transmission confirmation.
A-5
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* * * * *
A-6
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Exhibit B
EARNED PSUS; VESTING SCHEDULE
Earned PSUs
As determined by the Administrator, except as otherwise provided in Section 2.1 of the Agreement, the PSUs will become “Earned PSUs”, as set forth in the table below.
“Closing Market Capitalization” | Number of Earned PSUs* |
$[________] | [________] |
$[________] | [________] |
Certification
The Closing Market Capitalization shall be subject to certification by the Administrator.
Definitions
“Closing Market Capitalization” equals the Fair Market Value multiplied by the total number of the Company’s shares of common stock outstanding as reported in the most recently filed Quarterly Report on Form 10-Q or Annual Report on Form 10-K. For the applicable Closing Market Capitalization to be satisfied, it must exceed the threshold for a period 15 consecutive trading days.
“Performance Criteria” means [as determined by the Administrator].
B-1
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