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Form of executivelemployee RSU Award Agreement <br />Ameresco, Inc. <br />Restricted Stock Unit Agreement <br />Incorporated Terms and Conditions <br />For valuable consideration, receipt of which is acknowledged, the parties hereto agree as <br />follows: <br />Award of Restricted Stock Units. <br />In consideration of services rendered and to be rendered to the Company by the <br />Participant, the Company has granted to the Participant, subject to the terms and conditions set <br />forth in this Restricted Stock Unit Agreement (this "Agreement") and in the Company's 2020 <br />Stock Incentive Plan (the "Plan"), an award with respect to the number of restricted stock units <br />(the "RSUs') set forth in the Notice of Grant that forms part of this Agreement (the "Notice of <br />Grant"). Each RSU represents the right to receive one share of Class A common stock, $0.001 <br />par value per share, of the Company (the "Class A Common Stock") upon vesting of the RSU, <br />subject to the terms and conditions set forth herein. <br />2, Vey. <br />The RSUs shall vest in accordance with the Vesting Schedule set forth in the Notice of <br />Grant (the "'Vesting Schedule"). Any fractional shares resulting from the application of any <br />percentages used in the Vesting Schedule shall be rounded down to the nearest whale number of <br />RSUs. Upon the vesting of the RSUs, the Company will deliver to the Participant, for each RSU <br />that becomes vested, one share of Class A Common Stock, subject to the payment of any taxes <br />pursuant to Section 7. The Class A Common Stock will be delivered to the Participant as soon <br />as practicable following each vesting date, but in any event within 30 days of such date. <br />3, Forfeiture of Unvested RSUs Upon Cessation of Service. <br />In the event that the Participant ceases to be an employee, director or officer of, or <br />consultant or advisor to, the Company or any other entity the employees, officers, directors, <br />consultants, or advisors of which are eligible to receive awards under the Plan (an "Eligible <br />Participant') for any reason or no reason, with or without cause, all of the RSUs that are <br />unvested as of the time of such cessation shall be forfeited immediately and automatically to the <br />Company, without the payment of any consideration to the Participant, effective as of such <br />cessation. The Participant shall have no further rights with respect to the unvested RSUs or any <br />Class A Common Stock that may have been issuable with respect thereto. If the Participant <br />provides services to a subsidiary of the Company, any references in this Agreement to provision <br />of services to the Company shall instead be deemed to refer to service with such subsidiary. <br />4. Restrictions on Transfer. <br />The Participant shall not sell, assign, transfer, pledge, hypothecate, encumber or <br />otherwise dispose of, by operation of law or otherwise (collectively "transfer") any RSUs, or any <br />interest therein_ The Comnanv shall not he reauired to treat as the owner o£anv RSUs or issue <br />