INTERNATIONAL MONEY EXPRESS, INC. 2018 OMNIBUS EQUITY COMPENSATION PLAN STOCK AWARD AGREEMENT
Exhibit 10.4(e)
OMNIBUS EQUITY COMPENSATION PLAN
THIS AGREEMENT, dated __________________ , 20 ___ (the “Date of Grant”), between
International Money Express, Inc., a Delaware corporation (the “Company”), and ________________ (“Grantee”), is made pursuant and subject to the provisions of the Company’s Omnibus Equity Compensation Plan (the “Plan”), a copy of which has been made available to the Grantee. All terms used herein that are defined in the Plan have the same meaning given them in the Plan.
1. Award. Subject to the terms and conditions of the Plan and subject further to the terms and conditions herein set forth, the Company hereby grants the Grantee a Stock Award covering _________ shares of Stock.
2. Vesting.
(a) The shares of Stock subject to this Stock Award shall
vest with respect to [25]% of the shares on first anniversary of the Grant Date and thereafter shall vest with respect to an additional [25]% on an annual basis through the [fourth] anniversary of the Grant Date until the Stock Award is 100%
vested, subject to Sections 2(c) and 3 hereof.
(b) From and after the Date of Grant through the date on
which the Stock Award becomes fully vested pursuant to subparagraph (a) above, the unvested portion of the Stock Award remains subject to forfeiture in accordance with the terms of Sections 2(d) and 3 hereof.
(c) In accordance with the Plan, shares of Stock subject
to this Stock Award that have not previously vested shall become immediately vested upon a Change of Control.
(d) Shares of Stock subject to this Stock Award that do
not vest in accordance with this paragraph shall be forfeited.
3. Forfeiture
and Termination of Service. No shares of Stock underlying this Stock Award shall vest after, and any unvested portion of the Stock
Award shall be forfeited on, the date on which the Participant ceases to be employed by the Company or any of its subsidiaries, unless the Participant ceases to be employed by the Company or any of its subsidiaries due to death, disability or
termination by the Company without Cause (as defined below). If Participant ceases to be employed by the Company or any of its subsidiaries due to death, disability or termination by the Company without Cause, the unvested portion of the Stock
Award shall become immediately vested upon such Participant’s termination of employment. “Cause” means, with respect to the Grantee (i) if the Grantee is a party to an employment agreement with the
Company or its Affiliates and such agreement provides for a definition of Cause, the definition contained therein; or (ii) if no such agreement exists, or if such agreement does not define Cause: (A) the commission of, or plea of guilty or no
contest to, a felony or a crime involving moral turpitude or the commission of any other act involving willful malfeasance or material fiduciary breach with respect to the Company or an Affiliate; (B) conduct that results in or is reasonably
likely to result in harm to the reputation or business of the Company or any of its Affiliates; (C) gross negligence or willful misconduct with respect to the Company or an Affiliate; or (D) material violation of state or federal securities
laws. The Administrator, in its absolute discretion, shall determine the effect of all matters and questions relating to whether the Grantee has been discharged for Cause.
4. Delivery
of Stock. Delivery of shares of Stock under this Stock Award will comply with all applicable laws (including, the requirements of the Securities Act), and the applicable requirements of any
securities exchange or similar entity.
5. Shareholder
Rights. The Grantee shall have the right to vote shares of unvested Stock awarded hereunder. Dividends shall accrue on shares of unvested Stock awarded hereunder and such dividends will be paid to
Grantee upon the vesting of such shares.
6. Transferability. The shares of Stock subject to this Stock Award may not be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered before they vest in accordance with paragraph 2 or 3, as
applicable. After such Stock Award vests in accordance with paragraph 2 or 3, as applicable, no sale or disposition of such shares shall be made in the absence of an effective registration statement under the Securities Act with respect to such
shares unless an opinion of counsel satisfactory to the Company that such sale or disposition will not constitute a violation of the Securities Act or any other applicable securities laws is first obtained.
7. Change
in Capital Structure. The terms of this Agreement, including the number of shares of Stock subject to this Stock Award shall be adjusted as the Board determines is equitably required in the event
the Company effects one or more stock dividends, stock splits, subdivisions or consolidations of shares or other similar changes in capitalization.
8. Conflicts. In the event of any conflict between the provisions of the Plan as in effect on the Date of Grant and the provisions of this Agreement, the provisions of the Plan shall govern. All references herein to the
Plan mean the Plan as in effect on the date hereof.
9. Grantee
Bound by Plan. The Grantee hereby acknowledges that a copy of the Plan has been made available to him or her and agrees to be bound by all the terms and provisions thereof.
10. Binding
Effect. Subject to the limitations stated above and in the Plan, this Agreement shall be binding upon and inure to the benefit of the successors of the Grantee and any transferee of the Grantee in
accordance with paragraph 6 and the successors of the Company.
11. Governing
Law. This Agreement shall be governed by the laws of the State of Delaware.
[Signatures appear on following page]
IN WITNESS WHEREOF, the Company has caused its
duly authorized officer to execute this Agreement, and the Grantee has placed his or her signature hereon, effective as of the Date of Grant.
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By:
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By:
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Name:
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Name:
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Title:
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Title:
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I hereby accept this Grant and I agree to be bound by the terms of the Plan and this Grant. I further agree that all of the decisions and interpretations of
the Company with respect thereto shall be final and binding.
ACCEPTED AND AGREED TO:
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By:
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Date
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