FATHOM DIGITAL MANUFACTURING CORPORATION RESTRICTED SHARE AWARD AGREEMENT

Exhibit 10.10

FATHOM DIGITAL MANUFACTURING CORPORATION

2021 OMNIBUS INCENTIVE PLAN

RESTRICTED SHARE AWARD AGREEMENT

 

THIS RESTRICTED SHARE AWARD AGREEMENT (this “Agreement”) is made effective as of December 23, 2021 (the “Grant Date”) by and between Fathom Digital Manufacturing Corporation, a Delaware corporation (the “Company”) and [___] (the “Participant”), pursuant to the Fathom Digital Manufacturing Corporation 2021 Omnibus Incentive Plan, as in effect and as amended from time to time (the “Plan”).

WHEREAS, the Company has adopted the Plan in order to grant Awards from time to time to certain key Employees, Non-Employee Directors and Consultants of the Company and its Subsidiaries or Affiliates;

WHEREAS, the Participant is an Eligible Recipient as contemplated by the Plan, and the Administrator has determined that it is in the interest of the Company to make this grant to the Participant; and

WHEREAS, in connection with the completion and effectiveness of the transactions contemplated by that certain Business Combination Agreement, dated as of July 15, 2021 and amended as of November 16, 2021, by and among Altimar Acquisition Corp. II, a Cayman Islands exempted company, Fathom Holdco, LLC, a Delaware limited liability company (“Fathom OpCo”), and the other parties thereto (the “Business Combination Agreement”), all time-based phantom unit awards of Fathom OpCo that were outstanding and vested immediately prior to the Closing Date (as defined in the Business Combination Agreement) were cancelled and replaced with the Restricted Shares granted hereunder.

NOW, THEREFORE, in consideration of the promises and subject to the terms and conditions set forth herein and in the Plan, the parties hereto agree as follows:

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THE SECURITIES REPRESENTED HEREBY WERE UPON ISSUANCE UNVESTED AND ARE SUBJECT TO CERTAIN VESTING PROVISIONS PURSUANT TO THAT FATHOM DIGITAL MANUFACTURING CORPORATION 2021 OMNIBUS INCENTIVE PLAN RESTRICTED SHARE AWARD AGREEMENT, DATED AS OF DECEMBER 23, 2021, BETWEEN FATHOM DIGITAL MANUFACTURING CORPORATION AND THE ORIGINAL HOLDER OF THESE SECURITIES (THE “AWARD AGREEMENT”). ANY TRANSFER OF SUCH SECURITIES IN VIOLATION OF THE TERMS AND PROVISIONS OF SUCH AGREEMENT SHALL BE NULL AND VOID AND HAVE NO FORCE OR EFFECT WHATSOEVER. A COPY OF THE AWARD AGREEMENT IS ON FILE IN THE OFFICES OF, AND WILL BE MADE AVAILABLE FOR A PROPER PURPOSE BY, THE SECRETARY OF THE ISSUER.

 

THESE SECURITIES, TO THE EXTENT THEY VEST, ARE SUBJECT TO A LOCK-UP PERIOD OF SIX (6) MONTHS FOLLOWING DECEMBER 23, 2021, AS SET FORTH IN THE INVESTOR RIGHTS AGREEMENT, DATED AS OF DECEMBER 23, 2021, BY AND AMONG THE ORIGINAL HOLDER OF THESE SECURITIES, THE ISSUER AND THE OTHER PARTIES THERETO (THE “INVESTOR RIGHTS AGREEMENT”). SUCH LOCK-UP PERIOD IS BINDING ON ANY TRANSFEREES OF THESE SECURITIES. A COPY OF SUCH INVESTOR RIGHTS AGREEMENT IS ON FILE IN THE OFFICES OF, AND WILL BE MADE AVAILABLE FOR A PROPER PURPOSE BY, THE SECRETARY OF THE ISSUER.

 

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL, IS AVAILABLE.

 

 

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Fathom Digital Manufacturing Corporation

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Attention: [___]

 

 

or to such other person or address as any party shall specify by notice in writing to the Company. All such notices, requests, demands, letters, waivers and other communications shall be deemed to have been received (w) if by personal delivery on the day

 

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after such delivery, (x) if by certified or registered mail, on the fifth business day after the mailing thereof, (y) if by next-day or overnight mail or delivery, on the day delivered, or (z) if by fax, on the day delivered, provided that such delivery is confirmed.

 

 

 

 

 

 

 

 

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[Signature Page Follows]

 

 

 

IN WITNESS WHEREOF, the Company and the Participant have duly executed this Agreement as of [___].

Fathom Digital Manufacturing Corporation

By:

Name:

Title:

PARTICIPANT

 

Name:

 

 

 

 

 

 

 

 

 

 

 

 

Attachment 1

 

 

 

STOCK ASSIGNMENT

 

 

FOR VALUE RECEIVED, I, _______________________________________, hereby sell, assign and transfer unto Fathom Digital Manufacturing Corporation (the “Company”) _________ (________ ) shares of the Common Stock of the Company, standing in my name in the electronic book-entry account maintained by the Company’s stock transfer agent and do

 

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hereby irrevocably constitute and appoint to transfer said stock on the books of the Company (and its stock transfer agent) with full power of substitution in the premises.

 

 

Dated: ____________, 20__.

 

 

	Signature:

 

 

This Stock Assignment was executed in conjunction with the terms of a Restricted Share Award Agreement between the above assignor and Fathom Digital Manufacturing Corporation, dated as of December 23, 2021.

 

 

Instruction:	Please do not fill in any blanks other than the signature line.

 

 

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