Blueprint





 







Exhibit 10.1


 



BK TECHNOLOGIES, INC.



 



2017 INCENTIVE COMPENSATION PLAN



NON-EMPLOYEE DIRECTOR RESTRICTED SHARE UNIT AGREEMENT



 



Summary of Restricted Share Unit Award



 


BK
Technologies, Inc. (the “Company”) grants to the Grantee named below,
in accordance with the terms of the 2017 Incentive Compensation
Plan (the “Plan”) and this Non-Employee Director
Restricted Share Unit Agreement (the “Agreement”), the following number of
Restricted Share Units, on the Date of Grant set forth
below:



 


	

Name of
Grantee:

	
 


	


 


Number
of Restricted Share Units:

	
 


	


 


Date of
Grant:

	
 


	


 


Vesting
Date:

	


 In 20%
annual installments on the first, second, third, fourth and fifth
anniversaries of the Date of Grant








 



Terms of Agreement



 


1.            Grant
of Restricted Share Units. Subject to and upon the terms,
conditions, and restrictions set forth in this Agreement and in the
Plan, the Company hereby grants to the Grantee as of the Date of
Grant, the total number of share units (the “Restricted Share
Units”) set forth
above. Each Restricted Share Unit shall represent the contingent
right to receive one Share and shall at all times be equal in value
to one Share. The Restricted Share Units shall be credited in a
book entry account established for the Grantee until payment in
accordance with Section 4 hereof.



 


2.            Vesting
of Restricted Share Units.



 


(a)            A
ratable portion of the Restricted Share Units (subject to such
rounding conventions as maintained by the Company from time to
time) shall vest on each of the Vesting Dates set forth above (the
“Vesting
Date”), provided
that the Grantee shall have remained in the continuous service of
the Company as a director (“Continuous
Service”) through
the applicable Vesting Date.



 


(b)            Notwithstanding
Section 2(a), (i) if the Grantee makes himself or herself available
and consents to be nominated by the Company for Continuous Service
as a director of the Company, but is not nominated by the Board for
election by the shareholders, other than for good reason as
determined by the Board in its discretion, then the Restricted
Share Units shall vest in full as of the Grantee’s last date
of service as a director with the Company; (ii) upon the occurrence
of a Change in Control prior to a Vesting Date and during the
Grantee’s Continuous Service, the Committee may, in its sole
discretion, accelerate the vesting of the Restricted Share Units in
full or in part; and (iii) the Committee may, in its sole
discretion, provide for the full or partial acceleration of vesting
of the Restricted Share Units in connection with the termination of
the Grantee’s Continuous
Service for any reason prior to a Vesting Date, including, but not
limited to, termination of Continuous Service as a result of the
Grantee’s death or
“Disability”, defined as the Grantee’s permanent and total disability
(within the meaning of Section 22(e) of the Code), as determined by
a medical doctor satisfactory to the Committee.


 




 








 






 


(c)            For
the purposes of this Agreement, “Change in Control” shall have the
meaning set forth in the Plan.



 


3.            Forfeiture
of Restricted Share Units. The Restricted Share Units that
have not yet vested pursuant to Section 2(a) shall be forfeited
automatically without further action or notice if the Grantee
ceases to be a director of the Company other than as provided
pursuant to Section 2(b).



 


4.            Payment.



 


(a)            Except
as may be otherwise provided in this Section, the Company shall
deliver to the Grantee (or the Grantee’s estate in the event of death) the
Shares underlying the vested Restricted Share Units within thirty
(30) days following the date that the Restricted Share Units become
vested in accordance with Section 2.



 


(b)            Notwithstanding
Section 4(a), to the extent that the Grantee’s right to receive payment of the
Restricted Share Units constitutes a “deferral of compensation” within the meaning of Section 409A
of the Code, payment of any vested Restricted Share Units shall be
subject to the following rules, to the extent necessary to comply
with Section 409A of the Code:



 


(i)           Except
as provided in Section 4(b)(ii), the Shares underlying the vested
Restricted Share Units shall be delivered to the Grantee (or the
Grantee’s estate in the
event of death) within thirty (30) days after the earlier of: (A)
the Grantee’s
“separation from
service” within the
meaning of Section 409A of the Code; (B) the occurrence of a
“change in the
ownership,” a
“change in the effective
control” or a
“change in the ownership
of a substantial portion of the assets” of the Company within the meaning
of Section 409A of the Code; or (C) the Vesting Date.


(ii)           If
the Restricted Share Units become payable as a result of Section
4(b)(i)(A), but not as a result of the Grantee’s death, and the Grantee is a
“specified
employee” at that time
within the meaning of Section 409A of the Code, then the Shares
underlying the vested Restricted Share Units shall instead be
delivered to the Grantee within thirty (30) days after the first
business day that is more than six months after the date of his or
her separation from service (or, if the Grantee dies during such
six-month period, within thirty (30) days after the
Grantee’s
death).



 


(c)            The
Company’s obligations
with respect to the Restricted Share Units shall be satisfied in
full upon the delivery of the Shares underlying the vested
Restricted Share Units.



 


5.            Transferability.
The Restricted Share Units may not be transferred, assigned,
pledged or hypothecated in any manner, or be subject to execution,
attachment or similar process, by operation of law or otherwise,
unless otherwise provided under the Plan. Any purported transfer or
encumbrance in violation of the provisions of this Section 5 shall
be void, and the other party to any such purported transaction
shall not obtain any rights to or interest in such Restricted Share
Units.



 


6.            Dividend,
Voting and Other Rights. The Grantee shall not possess any
incidents of ownership (including, without limitation, dividend and
voting rights) in the Shares underlying the Restricted Share Units
until such Shares have been delivered to the Grantee in accordance
with Section 4 hereof, and no dividend equivalents will be paid or
provided under this Agreement. The obligations of the Company under
this Agreement will be merely that of an unfunded and unsecured
promise of the Company to deliver Shares in the future, and the
rights of the Grantee will be no greater than that of an unsecured
general creditor. No assets of the Company will be held or set
aside as security for the obligations of the Company under this
Agreement. 




 

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7.            No
Retention Rights. Nothing contained in this Agreement shall
confer upon the Grantee any right with respect to continuance of
service as a director of the Company, nor limit or affect in any
manner the right of the Company and its shareholders to terminate
the service of the Grantee as a director of the Company or adjust
the compensation of the Grantee.



 


8.            Relation
to Other Benefits. Any economic or other benefit to the
Grantee under this Agreement or the Plan shall not be taken into
account in determining any benefits to which the Grantee may be
entitled under any profit-sharing, retirement or other benefit or
compensation plan maintained by the Company or a
Subsidiary.



 


9.            Taxes
and Withholding. To the extent the Company or any Subsidiary
is required to withhold any federal, state, local, foreign or other
taxes in connection with the delivery of Shares under this
Agreement, then the Company or Subsidiary (as applicable) shall
retain a number of Shares otherwise deliverable hereunder with a
value equal to the applicable tax withholding (based on the Fair
Market Value of the Shares on the date of delivery); provided that
in no event shall the value of the Shares retained exceed the
amount of taxes required to be withheld based on the maximum
statutory tax rates in the Grantee’s applicable taxing jurisdictions.
If the Company or any Subsidiary is required to withhold any
federal, state, local or other taxes at any time other than upon
delivery of the Shares under this Agreement, then the Company or
Subsidiary (as applicable) shall have the right in its sole
discretion to (a) require the Grantee to pay or provide for payment
of the required tax withholding, or (b) deduct the required tax
withholding from any amount of salary, bonus, incentive
compensation or other amounts otherwise payable in cash to the
Grantee (other than deferred compensation subject to Section 409A
of the Code).



 


10.         
Adjustments.
The number and kind of Shares deliverable pursuant to the
Restricted Share Units are subject to adjustment as provided in
Section 16 of the Plan.



 


11.         
Compliance with
Law. The Company shall make reasonable efforts to comply
with all applicable federal and state securities laws and listing
requirements with respect to the Restricted Share Units; provided,
however, notwithstanding any other provision of this Agreement, and
only to the extent permitted under Section 409A of the Code, the
Company shall not be obligated to deliver any Shares pursuant to
this Agreement if the delivery thereof would result in a violation
of any such law or listing requirement.



 


12.         
Amendments.
Subject to the terms of the Plan, the Committee may modify this
Agreement upon written notice to the Grantee. Any amendment to the
Plan shall be deemed to be an amendment to this Agreement to the
extent that the amendment is applicable hereto. Notwithstanding the
foregoing, no amendment of the Plan or this Agreement shall
adversely affect the rights of the Grantee under this Agreement
without the Grantee’s
consent unless the Committee determines, in good faith, that such
amendment is required for the Agreement to either be exempt from
the application of, or comply with, the requirements of Section
409A of the Code, or as otherwise may be provided in the
Plan.


 


13.            Severability.
In the event that one or more of the provisions of this Agreement
shall be invalidated for any reason by a court of competent
jurisdiction, any provision so invalidated shall be deemed to be
separable from the other provisions hereof, and the remaining
provisions hereof shall continue to be valid and fully
enforceable.



 




 

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14.            Relation
to Plan. This Agreement is subject to the terms and
conditions of the Plan. This Agreement and the Plan contain the
entire agreement and understanding of the parties with respect to
the subject matter contained in this Agreement, and supersede all
prior written or oral communications, representations and
negotiations in respect thereto. In the event of any inconsistency
between the provisions of this Agreement and the Plan, the Plan
shall govern. Capitalized terms used herein without definition
shall have the meanings assigned to them in the Plan. The Committee
acting pursuant to the Plan, as constituted from time to time,
shall, except as expressly provided otherwise herein, have the
right to determine any questions which arise in connection with the
grant of the Restricted Share Units.



 


15.            Successors
and Assigns. Without limiting Section 5, the provisions of
this Agreement shall inure to the benefit of, and be binding upon,
the permitted successors, administrators, heirs, legal
representatives and assigns of the Grantee, and the successors and
assigns of the Company.



 


16.            Choice
of Law. The interpretation, performance, and enforcement of
this Agreement shall be governed by the laws of the State of
Nevada, without giving effect to the principles of conflict of laws
thereof.



 


17.            Data
Privacy. In order to administer the Plan, the Company may
process personal data about the Grantee. Such data includes, but is
not limited to the information provided in this Agreement and any
changes thereto, other appropriate personal and financial data
about the Grantee such as home address and business addresses and
other contact information and any other information that might be
deemed appropriate by the Company to facilitate the administration
of the Plan. By signing this Agreement, the Grantee gives explicit
consent to the Company to process any such personal data. The
Grantee also gives explicit consent to the Company to transfer any
such personal data outside the country in which the Grantee works
or is employed, including, if the Grantee is not a U.S. resident,
to the United States, to transferees that shall include the Company
and other persons who are designated by the Company to administer
the Plan.



 


18.            Plan
and Prospectus Delivery. By signing this Agreement, the
Grantee acknowledges that a copy of the Plan, the Plan Summary and
Prospectus, and the Company's most recent Annual Report and Proxy
Statement (the “Prospectus
Information”)
either have been received by or provided to the Grantee, and the
Grantee consents to receiving the Prospectus Information
electronically, or, in the alternative, agrees to contact the Chief
Financial Officer of the Company to request a paper copy of the
Prospectus Information at no charge. The Grantee also represents
that he or she is familiar with the terms and provisions of the
Prospectus Information and hereby accepts the Award on the terms
and subject to the conditions set forth herein and in the Plan. The
Grantee hereby agrees to accept as binding, conclusive and final
all decisions or interpretations of the Committee upon any
questions arising under the Plan or this Agreement.

 







 

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IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the Date of Grant.



 


	
 

	


BK TECHNOLOGIES, INC.


	
 

	
 

	
 


	
 

	

By:

	
 


	
 

	

Name:

	
 


	
 

	

Title:

	
 


	
 

	
 

	
 








 


	
 

	


GRANTEE


	
 

	

 
 


	
 

	

By:

	
 


	
 

	

Name:

	
 


	
 

	

Address:

	
 


	
 

	
 

	
 


	
 

	
 

	
 








 



 



 


 




 

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