Exhibit 10.3
SUPER LEAGUE GAMING, INC.
RESTRICTED STOCK UNIT AWARD AGREEMENT
THIS
RESTRICTED STOCK UNIT AWARD AGREEMENT (“Agreement”) is
made as of __________ (“Grant Date”),
by and between Super League Gaming, Inc., a Delaware corporation
(the “Company”), and
__________ (“Grantee”).
This Agreement provides for a grant of Restricted Stock Units. The
Company and Grantee agree as follows:
1. Grant
of Restricted Stock Units. The Company grants to Grantee, and
Grantee accepts from Company, an Award of ___________ Restricted
Stock Units (the “Award”). Upon
vesting pursuant to Section 2, Grantee will receive one share of
Common Stock (“Share”) for
each vested Restricted Stock Unit. This grant is in all respects
limited and conditioned as provided in this Agreement.
2. Vesting.
The Restricted Stock Units will vest and become non-forfeitable as
follows:
3. Dividends.
Grantee will receive dividend equivalents, which represent the
right to receive an amount, in cash, Shares, other property or any
combination thereof, as applicable, measured by the dividends and
other distributions payable with respect to Common Stock underlying
the Restricted Stock Units between the Grant Date and the
applicable Payment Date (“Dividend Equivalent
Rights”), but no such amount will be payable with
respect to any Restricted Stock Units that are forfeited. Dividend
Equivalent Rights will be paid to the Grantee in accordance with
Section 4, without interest, on the date on which the Common Stock
underlying the Restricted Stock Units are distributed to the
Grantee in the same form (cash, Shares or other property) in which
the corresponding dividend is paid to holders of Shares
generally.
4. Payment
of Restricted Stock Units. As soon as practicable (and in no case
more than 30 days) after the conclusion of the vesting period (the
“Payment
Date”), the Company will pay the vested Restricted
Stock Units by delivering to Grantee a number of shares of Common
Stock equal to the number of Restricted Stock Units that vested
during the Vesting Period. The Company will issue the Shares in
book entry (i.e., digital) form via its transfer agent, Issuer
Direct, and registered in Grantee’s name. There will be no
delivery of physical certificates. Neither Grantee nor any of
Grantee’s successors, heirs, assigns or personal
representatives will have any further rights or interests in any
Restricted Stock Units that are so paid.
5.
Termination.
5.1 Death;
Disability. If
Grantee’s service ________of the Company is terminated as a
result of Grantee’s death or Disability, then all Restricted
Stock Units that would otherwise have vested on _______ will vest
and be paid to Grantee.
6. Adjustments.
Upon a change in capital structure or other similar event, the
Compensation Committee of the Company (herein, the
“Committee”)
will make equitable adjustments to the number and class of Shares
subject to this Agreement. The Committee’s adjustment will be
final, binding and conclusive. Any adjustments to the number of
Restricted Stock Units subject to this Award, whether made pursuant
to this Section 6 or otherwise, will always result in a whole
number, with any fractional Restricted Stock Units rounded up to
the next whole number, subject to Section 409A of the
Code.
7. Restrictions
on Transfer.
Restricted Stock Units may not be sold, assigned, hypothecated,
pledged or otherwise transferred or encumbered in any manner except
by will or the laws of descent and distribution.
8. Tax
Withholding. The
Company will on the Payment Date withhold and remit to the
appropriate taxing authorities taxes due upon payment for vested
Restricted Stock Units.
9. No
Rights as a Stockholder. Until Shares are issued in
satisfaction of the Company’s obligations under this Award,
in the time and manner specified above, Grantee will have no rights
as a stockholder.
10.1 Severability.
If any provision of this Agreement is held by a court of competent
jurisdiction to be unenforceable or invalid for any reason, the
remaining provisions of this Agreement will not be affected and
will continue in full force in accordance with their
terms.
10.2 Governing
Law. Except as to
matters of federal law, the validity, interpretation, construction
and performance of this Agreement will be governed by the laws of
the State of California without giving effect to its conflicts of
laws principles.
10.3 Signature
in Counterparts.
This Agreement may be signed in multiple counterparts, each of
which will be deemed an original.
10.4 Successors
in Interest. This
Agreement will inure to the benefit of and be binding on Grantee
and his or her heirs, permitted assigns and permitted
representatives, and on the Company and any successor to the
Company.
10.5 Modifications.
This Agreement may be modified, amended, suspended or terminated,
and any terms or conditions may be waived, but only by a written
instrument executed by Grantee and the Company. No waiver by either
party of any obligation to be performed by the other party under
this Agreement on a particular occasion will be deemed a waiver of
that obligation on any subsequent occasion or a waiver of any other
obligation.
10.6 Resolution
of Disputes. Any
dispute or disagreement which may arise under, or as a result of,
or in any way relate to the interpretation, construction or
application of this Agreement will be determined by the Committee.
Any determination made by the Committee will be final, binding and
conclusive on Grantee and the Company, but Grantee reserves and
retains his or her right to pursue and protect his or her rights in
a court of competent jurisdiction.
10.7 Sections
and Other Headings.
The section and other headings in this Agreement are for reference
purposes only and will not affect the meaning or interpretation of
this Agreement.
This
Agreement has been executed by the Company and Grantee as of the
Grant Date.
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SUPER
LEAGUE GAMING, INC.
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GRANTEE
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___________________________________
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___________________________________
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Ann
Hand
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By:
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CEO &
President
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