This Restricted Stock Unit Agreement (the “Agreement”) is entered into as of between Galaxy Holdings, a TX LLC (the “Company”), and (the “Participant”), under the Company’s (the “Plan”).
The Company grants the Participant restricted stock units (the “RSUs”). Each RSU represents an unfunded, unsecured right to receive one share of the Company’s common stock (a “Share”) upon vesting and settlement, subject to the terms of this Agreement and the Plan. The RSUs do not give the Participant any rights of a stockholder (including voting or dividend rights) until Shares are issued in settlement.
The RSUs vest according to the following schedule, measured from the Vesting Commencement Date of , provided the Participant remains in continuous service through each vesting date:
Within a reasonable period after each vesting date (and in no event later than the date required to comply with Section 409A of the Internal Revenue Code, generally by March 15 of the year following vesting), the Company will settle each vested RSU by issuing one Share to the Participant, less any Shares withheld for taxes under Section 5. Settlement will be made in whole Shares only; no fractional Shares will be issued, and any fractional RSU will be settled in cash or rounded as the Administrator determines.
If the Participant’s continuous service terminates for any reason before an RSU vests, the unvested RSUs are immediately forfeited and cancelled for no consideration, and the Participant has no further rights with respect to them, except as the Administrator may otherwise determine or as required by an applicable written agreement.
The Participant acknowledges that the value of the Shares issued on settlement is generally taxable as ordinary income at settlement and is subject to income and employment tax withholding. As a condition to settlement, the Participant must satisfy all applicable withholding obligations. Unless the Administrator provides otherwise, the Company will satisfy the withholding obligation by withholding from the Shares otherwise deliverable a number of Shares with a fair market value equal to the required withholding amount (a “net settlement”), or by another method permitted under the Plan.
This Agreement is intended to comply with, or be exempt from, Section 409A of the Internal Revenue Code, and will be interpreted accordingly. Each installment of RSUs is treated as a separate payment. Settlement on a fixed schedule as set forth above is intended to satisfy the short-term deferral exception or otherwise comply with Section 409A. Notwithstanding the foregoing, the Company does not guarantee any particular tax treatment, and the Participant is solely responsible for any taxes, interest, or penalties under Section 409A.
The RSUs may not be sold, pledged, assigned, or otherwise transferred other than by will or the laws of descent and distribution. Shares issued on settlement are subject to the transfer restrictions of applicable securities laws, the Plan, and the Company’s governing documents.
Nothing in this Agreement confers any right on the Participant to continue in the service of the Company or interferes with the Company’s right to terminate the Participant’s service at any time.
This Agreement is subject to the Plan, which is incorporated by reference; in the event of conflict, the Plan controls. This Agreement is governed by the laws of the State of TX. It may be amended only in a writing signed by both parties (except as needed to comply with Section 409A) and may be executed in counterparts, including electronically.
Name: Michael Yuan
Title: General Manager
Date:
Name: ______________________
Date: ______________________