EX-10.11 3 a1011formofrsunoticeandagr.htm EX-10.11 Document

PRICESMARt,INC.
2013股权激励奖计划

限制股票单位授予通知书和
限制性股票单位协议
根据修订后的2013年PriceSmart,Inc.股权激励奖计划,特此授予以下列出的持有人(公司根据PriceSmart,Inc.修订和重订的2013股权激励奖计划,如修订后的(“401(k)计划的雇主贡献),特此授予公司普通股(持有人”),一项限制性股票奖励(“受限股票单位“”或“”RSUs支付根据公司普通股份(即“公司普通股份”)的数量,授予下面所示的限制性股票单位。股份每个RSU均与相应的股息补偿一并授予,如“限制性股票单位协议”(即“分红相等物限制性股票单位和股息补偿奖励(本“奖励”)将受制于本处所载及随附的限制性股票单位协议中规定的所有条款和条件。 附录 A (“本登记声明”) 由特立软件股份有限公司,一家德拉华州股份公司 (以下简称为“本公司”) 提交,目的是为了注册其额外的7,184,563股A类普通股,每股面值$0.0001 (以下简称为“A类普通股”), 以及在特立软件股份有限公司 2022年股权激励计划下可发行股份的1,436,911股A类普通股,注(下文简称为“A类普通股”)。限制性股票单位协议”)和计划都已被纳入本文。除非另有定义,否则计划中定义的术语在本授予通知书和限制性股票单位协议中具有相同的定义。
持有人:        
授权日期:        
限制性股票单位总数
可能授予项目:    
分账时间表 RSU将按以下方式分账:


股份
归属日期

此外,RSU 应该立即解锁 (i) 在出现控制权变更之前,以及 (ii) 当持有人因死亡或残疾而终止服务时,只要持有人 (A) 以员工或顾问的身份获得此奖励,并且 (B) 在服务终止日期前是在公司或关联公司任职或提供服务,且上述时间至少为一年。
.
分发计划:    根据股权奖励计划的归属时间,股票将按照归属计划可分配,具体详见限制性股票单位协议。

持有人的雇主: 持有人是一名雇员。




受限股份单位授予通知签署页面给外国子公司雇员

说明:打印本页,签名并将填写完整的页面退回公司总顾问办公室。

持有人在下方签署后同意受计划、受限制股单位协议和附有本签署页的受限制股单位授予通知书的条款和条件约束。持有人已完整审阅了受限制股单位协议、计划和受限制股单位授予通知书,已有机会在签署本签署页之前征求法律意见,并充分了解受限制股单位授予通知书、受限制股单位协议和计划的所有条款。持有人已收到计划的招股说明书副本或可获取电子拷贝。持有人特此同意接受管理者在计划、受限制股单位授予通知书或受限制股单位协议任何有关问题上作出的决定或解释为约束性、最终且绝对。
PRICESMARt,INC.持有人
打印: 通过:

______________________
姓名:迈克尔·L·麦克利尔姓名:
标题:首席财务官
地址:
9740号 斯克兰顿路
San Diego,CA 92121





附件A
限制性股票单位授予通知书

PRICESMARt,INC.
限制性股票单位协议
根据限制性股票单位授予通知书(“授予通知书”)和此限制性股票单位授予协议(“授予协议”),Trevena,Inc.(“公司”)根据公司2023年股权激励计划(“计划”)第6(b)节向您(“受益人”)授予限制性股票单位奖项(“奖项”),奖项数量在授予通知书中指定。本协议或授予通知书中未明确定义的大写字母开头的名词将有计划中所赋予的意义。除了在授予通知书中规定的条款外,您的奖项条款如下。期权授予通知在此限制股票单位协议(以下简称为“协议”)中,公司已授予受让人根据授予通知书获得相应 RSU 数量及其对应的股息等效权利,依据本协议、授予通知书和计划中载明的所有条款与条件。授予通知书和本协议受计划约束,计划的条款与条件均已透过参考并入本协议。若计划与本协议之间存在任何不一致之处,则计划条款应予以控制。协议应附有的限制股票单位协议(以下简称为“协议”),公司已授予受让人根据授予通知书获得相应的 RSU 数量及其对应的股息等效权利,依据本协议、授予通知书和计划中载明的所有条款与条件。授予通知书和本协议受计划约束,计划的条款与条件均已透过参考并入本协议。若计划与本协议之间存在任何不一致之处,则计划条款应予以控制。
第一条
受限股票奖励授予单位。管理员有权根据管理人员确定的定额和条件授予受限股票奖励给所选的任何符合条件个人。
I.1限制性股票单位奖励.
(a)奖励公司意识到其及其各附属公司管理团队的成员拥有独特的知识和经验,这对公司业务的运营成功至关重要,而零售行业的竞争对手在本地和国际上可能会觉得这种知识和经验很有吸引力。因此,公司认为鼓励和保护公司及其附属公司管理团队的连续性非常重要,以帮助确保公司的成功。为了促进公司及其附属公司的管理连续性,公司提供了额外的激励,除了雇佣持有人的公司附属公司在授予通知中所反映的激励之外。考虑到持有人过去为雇佣持有人的附属公司提供的服务或同意继续为其服务,并出于其他良好和有价值的考虑,公司特此授予持有人根据授予通知获得的RSU数量以及其相应的股息补偿,根据《协议》、授予通知和计划中规定的所有条款和条件。每个RSU代表获得一份股票的权利。在实际发行任何股票之前,奖励(包括此处赋予的RSU和股息补偿)代表公司的无担保债务,仅可从公司的一般资产中支付。
(b)分红;终止服务的影响奖励的RSUs将根据授予通知书中规定的分红计划陆续获得。 除非RSUs根据授予通知书中规定的分红计划获得,否则持有人将无权享有任何与该RSUs相关的分配。 如果持有人在所有RSUs(除因死亡或残疾而终止服务的RSUs外)获得分红计划之前终止对子公司的服务,则任何未分红的RSUs将自动终止,无需公司进一步采取任何行动,并且免费向公司没收而无需另行通知。 RSUs将在持有人死亡或残疾导致终止服务时立即分红,前提是持有人(A)作为雇员或顾问获得RSUs,(B)在终止服务日期之日为止保持良好地位,并且在终止服务日期之前的至少一年内受雇于公司或为公司或附属公司提供服务。
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(c)股份分配.
(i)根据授予通知书中载明的解锁计划,应于 RSUs 解锁后的十(10)天内,按照计划及本协议的条款,向持有人(或在持有人死亡的情况下,向其遗产)分配持有人有权获得的普通股。
(ii)All distributions shall be made by the Company in the form of whole shares of Common Stock. Fractional Shares issuable upon vesting of the RSUs shall be rounded down to the nearest whole Share.
            (iii)    Neither the time nor form of distribution of Common Stock with respect to the RSUs may be changed, except as may be permitted by the Administrator in accordance with the Plan and Section 409A of the Code and the Treasury Regulations thereunder.
(d)Generally. Shares issued under the Award shall be issued to Holder (or in the event of Holder’s death, to his or her estate) in either (a) uncertificated form, with the Shares recorded in the name of Holder in the books and records of the Company’s transfer agent with appropriate notations regarding the restrictions on transfer imposed pursuant to this Agreement; or (b) certificate form.
I.2Taxes.
(a)Representation. Holder has reviewed with Holder’s own tax advisors the federal, state, local and foreign tax consequences of this investment and the transactions contemplated by the Grant Notice and this Agreement. Holder is relying solely on such advisors and not on any statements or representations of the Company or any of its agents. Holder understands that Holder (and not the Company) shall be responsible for Holder’s own tax liability that may arise as a result of this investment or the transactions contemplated by this Agreement.
(b)Tax Withholding. Notwithstanding anything to the contrary in this Agreement, the Company and its Subsidiary that is Holder’s employer have the authority to deduct or withhold, or require Holder to remit to the Company or Holder’s employer, an amount sufficient to satisfy any Tax Liability (as defined below) with respect to any taxable event arising pursuant to this Agreement. Holder hereby authorizes either the Company or Holder’s employer to satisfy Holder’s obligations with regard to the Tax Liability by one or a combination of the following, in the Company’s or Holder’s employer’s discretion:
            (i)     Withholding from the number of Shares otherwise issuable upon vesting of the RSUs or pursuant to payment of Dividend Equivalents in shares of Common Stock such number of shares of Common Stock having a Fair Market Value equal to the Tax Liability;

            (ii)     Deducting the amount of such Tax Liability from any Dividend Equivalent to be paid in cash;

            (iii)    Deducting the amount of such Tax Liability from other compensation payable to Holder; or

        (iv)    Electing to instruct any brokerage firm determined acceptable to the Company for such purpose to sell on Holder’s behalf a whole number of shares of Common Stock from those Shares issuable to Holder upon settlement of the RSUs or the Dividend Equivalents as the Company
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determines to be appropriate to generate cash proceeds sufficient to satisfy Holder’s Tax Liability (and any broker’s fees and other costs of sale) and to remit the proceeds of such sale to the Company or the Subsidiary with respect to which the Tax Liability arises; or

        (v)    Any combination of the foregoing.

(c)In the event of any broker-assisted sale of Shares in connection with the payment of withholding taxes as provided in Section 1.2(b)(iv) above: (i) any Shares to be sold through a broker-assisted sale will be sold on the day the Tax Liability arises or as soon thereafter as practicable; (ii) such Shares may be sold as part of a block trade with other participants in the Plan in which all participants receive an average price; (iii) Holder will be responsible for all broker’s fees and other costs of sale, and Holder agrees to indemnify and hold the Company harmless from any losses, costs, damages, or expenses relating to any such sale; (iv) to the extent the proceeds of such sale exceed the applicable tax withholding obligation, the Company agrees to pay such excess in cash to Holder as soon as reasonably practicable; (v) Holder acknowledges that the Company or its designee is under no obligation to arrange for such sale at any particular price, and that the proceeds of any such sale may not be sufficient to satisfy the applicable tax withholding obligation; and (vi) in the event the proceeds of such sale are insufficient to satisfy the applicable tax withholding obligation, Holder agrees to pay immediately upon demand to the Company or its Subsidiary with respect to which the withholding obligation arises an amount in cash sufficient to satisfy any remaining portion of the Tax Liability. Holder’s acceptance of this Award constitutes Holder’s instruction and authorization to the Company and such brokerage firm to complete the transactions described above.
(d)Holder is ultimately liable and responsible for any Tax Liability owed in connection with the RSUs or the Dividend Equivalents, regardless of any action the Company or any Subsidiary takes with respect to any tax withholding obligations that arise in connection with the RSUs or the Dividend Equivalents. Neither the Company nor any Subsidiary makes any representation or undertaking regarding the treatment of any tax withholding in connection with the awarding, vesting or payment of the RSUs or the Dividend Equivalents or the subsequent sale of the Shares. The Company and the Subsidiaries do not commit and are under no obligation to structure this Award to reduce or eliminate Holder’s tax liability.
        (e)    For purposes of this Agreement, the “Tax Liability” shall mean (i) all U.S. federal, state, local and any non-U.S. withholding or other taxes applicable to the taxable income of Holder, plus (ii) if permitted under the laws of the jurisdiction in which Holder resides, any liability of Holder’s employing company, if different, for income tax, withholding tax and any other employment related taxes or social security contributions in any jurisdiction, in each case resulting from the grant of Shares or the lapse or removal of the restrictions set forth in this Agreement or otherwise pursuant to this Agreement. To avoid negative accounting treatment, the Company shall withhold for the Tax Liability by considering applicable minimum statutory withholding amounts or other applicable withholding rates in the Holder’s country of residence.

I.3Conditions to Issuance of Shares. The Company shall not be required to issue or deliver any Shares upon settlement of the RSUs prior to fulfillment of all of the conditions set forth in Section 11.4 of the Plan.
ARTICLE II.
DIVIDEND EQUIVALENTS
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    2.1    Dividend Equivalents. Notwithstanding Section 3.2 hereof, for so long as unvested RSUs are outstanding under this Agreement, Holder shall have the right specifically described herein and no others, to receive distributions (the “Dividend Equivalents”) from the Company equal to any dividends or other distributions (cash or securities) that would have been distributed to Holder if each then-unvested RSU were instead an outstanding Share owned by Holder. The Dividend Equivalents shall be paid at the same time, in the same form and in the same manner as dividends are paid to the holders of Shares of the Company, subject to any applicable tax withholding as provided in Section 1.2, but in no event shall such Dividend Equivalents be paid later than the March 15 of the calendar year following the year in which the related dividend or distribution is declared.

2.2    Termination of Eligibility for Dividend Equivalents. In no event shall Holder be eligible for a Dividend Equivalent (i) with respect to any dividend or distribution the record date for which is after Holder’s Termination of Service, or (ii) with respect to any RSU that has been terminated prior to the applicable record date of the dividend or distribution for any reason, whether due to payment pursuant to Section 1.1(c), forfeiture or otherwise.
I.1No Adjustments. Notwithstanding anything to the contrary contained in Section 13.2 of the Plan, no adjustment shall be made to any unvested RSUs pursuant to Section 13.2 of the Plan with respect to any dividend or distribution to the extent that Dividend Equivalents are paid to Holder in connection therewith.
2.4    Separate Payments. Dividend Equivalents and any amounts that may become distributable in respect thereof shall be treated separately from the RSUs and the rights arising in connection therewith for purposes of the designation of time and form of payments required by Section 409A of the Code.
ARTICLE III.
OTHER PROVISIONS
III.1Award and Interests Not Transferable. This Award, including the RSUs awarded hereunder and the corresponding Dividend Equivalents awarded hereunder, and the rights and privileges conferred hereby, may not be sold, pledged, assigned or transferred in any manner other than by will or the laws of descent and distribution, unless and until the Shares issuable pursuant to the Award have been issued, and all restrictions applicable to such Shares have lapsed. This Award and the rights and privileges conferred hereby, including the RSUs and the corresponding Dividend Equivalents awarded hereunder, shall not be liable for the debts, contracts or engagements of Holder or his or her successors in interest and shall not be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect, except to the extent that such disposition is permitted by the preceding sentence.
III.2Rights as Stockholder. Neither Holder nor any person claiming under or through Holder shall have any of the rights or privileges of a stockholder of the Company in respect of any Shares issuable hereunder unless and until certificates representing such Shares (which may be in uncertificated form) will have been issued and recorded on the books and records of the Company or its transfer agents or registrars, and delivered to Holder (including through electronic delivery to a brokerage account).
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After such issuance, recordation and delivery, Holder shall have all the rights of a stockholder of the Company, including with respect to the right to vote the Shares and the right to receive any cash or share dividends or other distributions paid to or made with respect to the Shares.
III.3Forfeiture and Claw-Back Provisions. Holder hereby acknowledges and agrees that the RSUs and any Shares issuable upon distribution thereof are subject to the provisions of Section 11.5 of the Plan.
III.4Adjustments. Holder acknowledges that the RSUs, including the vesting of the RSUs and the number of Shares issuable upon distribution thereof, are subject to adjustment in the discretion of the Administrator upon the occurrence of certain events as provided in this Agreement and Section 13.2 of the Plan.
III.5No Right to Continued Service or Awards; Not a Contract of Employment or Service.
(a)Nothing in the Plan, the Grant Notice, or this Agreement shall confer upon Holder any right to continue in the employ or service of the Company or any Subsidiary, shall form part of any contract of employment or service between the Company or any Subsidiary and Holder, or shall interfere with or restrict in any way the rights of the Company and any Subsidiary, which rights are hereby expressly reserved, to discharge or terminate the services of Holder at any time for any reason whatsoever, except to the extent expressly provided otherwise in a written agreement between the Company or any Subsidiary and Holder. No services are requested nor required, from Holder to the Company, for the purposes of this Award.
(b)The grant of the RSUs is a one-time benefit and does not create any contractual or other right or interest to receive a grant of Awards or benefits in lieu of Awards in the future or otherwise. Future grants, if any, will be at the sole discretion of the Company. In addition, the value of the RSUs and the Shares issuable upon distribution thereof is an extraordinary item of compensation outside the scope of any employment contract. As such, neither the RSUs, the Dividend Equivalents nor the Shares issuable upon distribution thereof are part of normal or expected compensation for purposes of calculating any severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments. The future value of the underlying Common Stock is unknown and cannot be predicted with certainty.
(c)The rights or opportunity granted to Holder to receive an Award of RSUs or Dividend Equivalents shall not give Holder any rights or additional rights and if Holder ceases to be employed by Holder’s employer, Holder shall not be entitled to compensation for the loss of any right or benefit or prospective right or benefit under the Plan (including, in particular but not by way of limitation, any Awards held by him or her which lapse or are forfeited by reason of his or her ceasing to be employed by Holder’s employer) whether by way of damages for unfair dismissal, wrongful dismissal, breach of contract or otherwise.
(d)Holder shall not be entitled to any compensation or damages for any loss or potential loss which he or she may suffer by reason of being unable to acquire or retain the RSUs, the Dividend Equivalents or the Shares issuable upon distribution thereon, or any interest in the RSUs, Dividend Equivalents or Shares in consequence of the loss or Termination of Service with Holder’s employer for any reason whatsoever (whether or not the termination is ultimately held to be wrongful or unfair).
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(e)Holder acknowledges that a fundamental purpose of the Award of RSUs and Dividend Equivalents represented by this Agreement is to provide an incentive for Holder to maintain continued employment with Holder’s employer (as to which the Company has an interest in maintaining management stability).
(f)By accepting the grant of the RSUs and Dividend Equivalents and not renouncing it, Holder is deemed to have agreed to the provisions of this Section 3.5.
III.6Governing Law; Severability; Venue. The laws of the State of Delaware shall govern the interpretation, validity, administration, enforcement and performance of the terms of this Agreement regardless of the law that might be applied under principles of conflicts of laws. Should any provision of this Agreement be determined by a court of law to be illegal or unenforceable, the other provisions shall nevertheless remain effective and shall remain enforceable. Any suit brought with respect to the Award, the Grant Notice, the Plan or this Agreement shall be brought in the state or federal courts sitting in San Diego County, California, the parties hereby waiving any claim or defense that such forum is not convenient or proper. The jurisdiction agreement contained in this Section 3.6 is made for the benefit of the Company only, and the Company retains the right to bring proceedings in any other court of competent jurisdiction. By signing the Grant Notice, Holder is deemed to have agreed to submit to such jurisdiction. THE PARTIES ALSO EXPRESSLY WAIVE ANY RIGHT THEY HAVE OR MAY HAVE TO A JURY TRIAL OF ANY SUCH SUIT, ACTION OR PROCEEDING.
III.7Conformity to Securities Laws. Holder acknowledges that the Plan and this Agreement are intended to conform to the extent necessary with all provisions of the Securities Act and the Exchange Act, and any and all regulations and rules promulgated thereunder by the U.S. Securities and Exchange Commission, including, without limitation, Rule 16b-3 under the Exchange Act. Notwithstanding anything herein to the contrary, the Plan shall be administered, and the Awards are granted, only in such a manner as to conform to such laws, rules and regulations. To the extent permitted by applicable law, the Plan, the Grant Notice and this Agreement shall be deemed amended to the extent necessary to conform to such laws, rules and regulations.
III.8Limitations Applicable to Section 16 Persons. Notwithstanding any other provision of the Plan or this Agreement, if Holder is subject to Section 16 of the Exchange Act, the Plan, the Grant Notice, this Agreement and the Award shall be subject to any additional limitations set forth in any applicable exemptive rule under Section 16 of the Exchange Act (including any amendment to Rule 16b-3 of the Exchange Act) that are requirements for the application of such exemptive rule. To the extent permitted by Applicable Law, this Agreement shall be deemed amended to the extent necessary to conform to such applicable exemptive rule.
III.9Amendment, Suspension and Termination. To the extent permitted by the Plan, this Agreement may be wholly or partially amended or otherwise modified, suspended or terminated at any time or from time to time by the Administrator, provided, that, except as may otherwise be provided by the Plan, no amendment, modification, suspension or termination of this Agreement shall impair any rights or obligations under the Award in any material way without the prior written consent of Holder.
III.10Notices. Any notice to be given under the terms of this Agreement to the Company shall be addressed to the Company in care of the Secretary of the Company at the Company’s corporate headquarters or to the then-current email address for the Secretary of the Company, and any notice to be given to Holder shall be addressed to Holder at the most recent physical or email address for Holder listed in the Company’s personnel records. By a notice given pursuant to this Section 3.10, either party may
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hereafter designate a different address for notices to be given to that party. Any notice shall be deemed duly given when sent via email or when sent by certified mail (return receipt requested) and deposited (with postage prepaid) in a post office or branch post office regularly maintained by the United States Postal Service.
III.11Successors and Assigns. The Company may assign any of its rights under this Agreement to single or multiple assignees, and this Agreement shall inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer herein set forth, this Agreement shall be binding upon Holder and his or her heirs, executors, administrators, successors and assigns.
III.12Section 409A. This Agreement is not intended to provide for any deferral of compensation subject to Section 409A of the Code, and, accordingly, the Shares issuable pursuant to the RSUs and the Dividend Equivalents corresponding thereto shall be distributed to Holder no later than the later of: (a) the fifteenth (15th) day of the third month following Executive’s first taxable year in which such RSUs or Dividend Equivalents, as applicable, are no longer subject to a substantial risk of forfeiture, and (b) the fifteenth (15th) day of the third month following first taxable year of the Company in which such severance benefit is no longer subject to substantial risk of forfeiture, as determined in accordance with Section 409A of the Code and any Treasury Regulations and other guidance issued thereunder. To the extent applicable, this Agreement shall be interpreted in accordance with Section 409A of the Code and Department of Treasury regulations and other interpretive guidance issued thereunder. Each payment under this Agreement shall be considered a separate and distinct payment for purposes of Section 409A of the Code.
III.13Paperless Administration. By accepting this Award, Holder hereby agrees to receive documentation related to the Award by electronic delivery, such as a system using an internet website or interactive voice response, maintained by the Company or a third party designated by the Company.
III.14Entire Agreement. The Plan, the Grant Notice and this Agreement constitute the entire agreement of the parties and supersede in their entirety all oral, implied or written promises, statements, understandings, undertakings and agreements between the Company and Holder with respect to the subject matter hereof, including without limitation, the provisions of any employment agreement or offer letter regarding equity awards to be awarded to Holder by the Company, or any other oral, implied or written promises, statements, understandings, undertakings or agreements by the Company or any of its representatives regarding equity awards to be awarded to Holder by the Company.
III.15Data Protection. Holder hereby explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of Holder’s “Data” (as defined below) by and among, as applicable, the Company and its Subsidiaries (the “Company Group”) for the purpose of administering his or her participation in the Plan. For purposes of this Section 3.15, “Data” means Holder’s personal information, including, but not limited to, Holder’s name, home address and telephone number, date of birth, social security number, “cedula” or other identification number, salary, nationality, job title, any Shares of stock or directorships held in the Company and details of all Awards held by Holder. Holder understands that Data will be transferred to such stock plan service providers as may be selected by the Company, which are assisting the Company with the implementation, administration and management of the Plan. Holder understands that the recipients of the Data may be subject to different data privacy laws and protections than those in Holder’s country. Holder authorizes the Company Group and any other possible recipients which may assist the Company with administering the Plan to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of administering Holder’s participation in the Plan. Holder understands that he or she may, at any time, request additional
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information about this consent (including a list with the names and addresses of all recipients of the Data), or withdraw this consent, by contacting in writing Holder’s local human resources representative. Withdrawal of this consent may affect Holder’s ability to participate in the Plan.
III.16Titles. Titles are provided herein for convenience only and are not to serve as a basis for interpretation or construction of this Agreement.
III.17Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.
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