frhc_ex1005





 







Exhibit 10.05


 



Long Term Equity Incentive Compensation Agreement


 



This Long Term Equity Incentive Compensation Agreement (this
“Agreement”) is made and entered into as of May 18,
2021 (the “Grant Date”) by and between Freedom Holding Corp., a
Nevada corporation (the “Company”) and Evgeniy Ler (the
“Grantee”).


 



WHEREAS, the Company has
adopted the Freedom Holding Corp. 2019 Equity Incentive Plan (the
“Plan”) pursuant to which awards of Restricted
Stock may be granted;


 



WHEREAS, on February 15, 2021,
the compensation committee of the board of directors of the Company
(the “Committee”) and the board of directors of the
Company approved a compensation package for Grantee for the
Company’s 2022 fiscal year that included long term equity
incentive compensation of up to $300,000; and


 



WHEREAS, the Committee has
determined that it is in the best interests of the Company and its
shareholders that the long term equity incentive compensation be
granted in the form of an award of Restricted Stock as provided for
herein and pursuant to the Plan.


 



NOW, THEREFORE, the parties hereto, intending to be legally bound,
agree as follows:


 



1.  Grant of Restricted
Stock. Pursuant to Section 7.2
of the Plan, the Company hereby issues to the Grantee on the Grant
Date a Restricted Stock Award consisting of, in the aggregate,
6,621 shares of Common Stock of the Company (the
“Restricted
Stock”), on the terms and
conditions and subject to the restrictions set forth in this
Agreement and the Plan. Capitalized terms that are used but not
defined herein have the meaning ascribed to them in the
Plan. 


 



2.  Consideration.
The grant of the Restricted Stock is made in consideration of the
services to be rendered by the Grantee to the
Company. 


 



3.  Restricted Period;
Vesting. 


 


    3.1 Except
as otherwise provided herein, provided that the Grantee remains in
Continuous Service through the applicable vesting date, and further
provided that any additional conditions and performance goals set
forth in this Section 3 have been satisfied, the Restricted Stock
will vest in accordance with the following schedule:


 


	


Vesting Date

	


Shares of Common Stock


	

March
31, 2022

	

100%
of the aggregate Restricted Stock


	
 

	
 







The period over which the Restricted Stock vests
is referred to as the “Restricted
Period”. 


 




 








 






 


    3.2  The
foregoing vesting schedule notwithstanding, if the Grantee’s
Continuous Service terminates for any reason at any time before all
of his or her Restricted Stock has vested, the Grantee’s
unvested Restricted Stock shall be automatically forfeited upon
such termination of Continuous Service and neither the Company nor
any Affiliate shall have any further obligations to the Grantee
under this Agreement, unless otherwise determined by the
Committee.


 


   3.3
Unless otherwise determined by the Committee at the time of a
Change in Control, a Change in Control shall have no effect on the
Restricted Stock. 



 



4.  Restrictions.
Subject to any exceptions set forth in this Agreement or the Plan,
during the Restricted Period, the Restricted Stock or the rights
relating thereto may not be assigned, alienated, pledged, attached,
sold or otherwise transferred or encumbered by the Grantee. Any
attempt to assign, alienate, pledge, attach, sell or otherwise
transfer or encumber the Restricted Stock or the rights relating
thereto during the Restricted Period shall be wholly ineffective
and, if any such attempt is made, the Restricted Stock will be
forfeited by the Grantee and all of the Grantee’s rights to
such shares shall immediately terminate without any payment or
consideration by the Company.


 



5.  Rights as Shareholder;
Dividends. 


 


    5.1 The
Grantee shall be the record owner of the Restricted Stock until the
shares of Common Stock are sold or otherwise disposed of, and shall
be entitled to all of the rights of a shareholder of the Company
including, without limitation, the right to vote such shares and
receive all dividends or other distributions paid with respect to
such shares. Notwithstanding the foregoing, any dividends or other
distributions shall be subject to the same restrictions on
transferability as the shares of Restricted Stock with respect to
which they were paid. 


 


    5.2  The
Company may issue stock certificates or evidence the
Grantee’s interest by using a restricted book entry account
with the Company’s transfer agent. Physical possession or
custody of any stock certificates that are issued shall be retained
by the Company until such time as the Restricted Stock
vests. 


 


    5.3  If
the Grantee forfeits any rights he or she has under this Agreement
in accordance with Section 3, the Grantee shall, on the date of
such forfeiture, no longer have any rights as a shareholder with
respect to the Restricted Stock forfeited and shall no longer be
entitled to vote or receive dividends on such
shares.‌


 



6.  No Right to Continued
Service. Neither the Plan nor
this Agreement shall confer upon the Grantee any right to be
retained in any position, as an Employee, Consultant or Director of
the Company. Further, nothing in the Plan or this Agreement shall
be construed to limit the discretion of the Company to terminate
the Grantee’s Continuous Service at any time, with or without
Cause. 


 



7.  Adjustments.
If any change is made to the outstanding Common Stock or the
capital structure of the Company, if required, the shares of Common
Stock shall be adjusted or terminated in any manner as contemplated
by Section 11 of the Plan. 


 




 

2








 






 



8.  Tax Liability and
Withholding. 


 


    8.1 The
Grantee shall be required to pay to the Company, and the Company
shall have the right to deduct from any compensation paid to the
Grantee pursuant to the Plan, the amount of any required
withholding taxes in respect of the Restricted Stock and to take
all such other action as the Committee deems necessary to satisfy
all obligations for the payment of such withholding taxes. The
Committee may permit the Grantee to satisfy any federal, state or
local tax withholding obligation by any of the following means, or
by a combination of such means:


 


(a)  tendering
a cash payment. 


 


(b)  authorizing
the Company to withhold shares of Common Stock from the shares of
Common Stock otherwise issuable or deliverable to the Grantee as a
result of the vesting of the Restricted Stock; provided, however,
that no shares of Common Stock shall be withheld with a value
exceeding the maximum amount of tax required to be withheld by
law. 


 


(c)  delivering
to the Company previously owned and unencumbered shares of Common
Stock. 


 


    8.2  Notwithstanding
any action the Company takes with respect to any or all income tax,
social insurance, payroll tax, or other tax-related withholding
(”Tax-Related
Items”), the ultimate
liability for all Tax-Related Items is and remains the
Grantee’s responsibility and the Company (a) makes no
representation or undertakings regarding the treatment of any
Tax-Related Items in connection with the grant or vesting of the
Restricted Stock or the subsequent sale of any shares; and (b) does
not commit to structure the Restricted Stock to reduce or eliminate
the Grantee’s liability for Tax-Related
Items. 


 



9.  Section 83(b)
Election. The Grantee may make
an election under Code Section 83(b) (a “Section 83(b)
Election”) with respect
to the Restricted Stock. Any such election must be made within
thirty (30) days after the Grant Date. If the Grantee elects to
make a Section 83(b) Election, the Grantee shall provide the
Company with a copy of an executed version and satisfactory
evidence of the filing of the executed Section 83(b) Election with
the US Internal Revenue Service. The Grantee agrees to assume full
responsibility for ensuring that the Section 83(b) Election is
actually and timely filed with the US Internal Revenue Service and
for all tax consequences resulting from the Section 83(b)
Election.



‌



10.  Non-competition and
Non-solicitation. 


 


    10.1  In
consideration of the Restricted Stock, the Grantee agrees and
covenants not to:


 


(a)  contribute
his or her knowledge, directly or indirectly, in whole or in part,
as an employee, officer, owner, manager, advisor, consultant,
agent, partner, director, shareholder, volunteer, intern or in any
other similar capacity to an entity engaged in the same or similar
business as the Company and its Affiliates, including those engaged
in the business of financial services for a period of one year
following the Grantee’s termination of Continuous
Service;


 




 

3








 










(b)  directly
or indirectly, solicit, hire, recruit, attempt to hire or recruit,
or induce the termination of employment of any employee of the
Company or its Affiliates for two years following the
Grantee’s termination of Continuous Service;
or 


 


(c)  directly
or indirectly, solicit, contact (including, but not limited to,
e-mail, regular mail, express mail, telephone, and instant
message), attempt to contact or meet with the current, former or
prospective customers of the Company or any of its Affiliates for
purposes of offering or accepting goods or services similar to or
competitive with those offered by the Company or any of its
Affiliates for a period of one year following the Grantee’s
termination of Continuous Service. 


 


    10.2  If
the Grantee breaches any of the covenants set forth in Section
10.1: 


 


(a)  all
unvested Restricted Stock shall be immediately forfeited;
and 


 


(b)  the
Grantee hereby consents and agrees that the Company shall be
entitled to seek, in addition to other available remedies, a
temporary or permanent injunction or other equitable relief against
such breach or threatened breach from any court of competent
jurisdiction, without the necessity of showing any actual damages
or that money damages would not afford an adequate remedy, and
without the necessity of posting any bond or other security. The
aforementioned equitable relief shall be in addition to, not in
lieu of, legal remedies, monetary damages or other available forms
of relief.


 



11.  Compliance with
Law. The issuance and transfer
of shares of Common Stock shall be subject to compliance by the
Company and the Grantee with all applicable requirements of federal
and state securities laws and with all applicable requirements of
any stock exchange on which the Company’s shares of Common
Stock may be listed. No shares of Common Stock shall be issued or
transferred unless and until any then applicable requirements of
state and federal laws and regulatory agencies have been fully
complied with to the satisfaction of the Company and its counsel.
The Grantee understands that the Company is under no obligation to
register the shares of Common Stock with the Securities and
Exchange Commission, any state securities commission, any stock
exchange or any foreign securities regulatory authority to effect
such compliance. 


 



12.  Legends.
A legend may be placed on any certificate(s) or other document(s)
delivered to the Grantee indicating restrictions on transferability
of the shares of Restricted Stock pursuant to this Agreement or any
other restrictions that the Committee may deem advisable under the
rules, regulations and other requirements of the Securities and
Exchange Commission, any applicable federal or state securities
laws or any stock exchange on which the shares of Common Stock are
then listed or quoted. 


 



13.  Notices.
Any notice required to be delivered to the Company under this
Agreement shall be in writing and addressed to the Secretary of the
Company at the Company’s principal corporate offices. Any
notice required to be delivered to the Grantee under this Agreement
shall be in writing and addressed to the Grantee at the
Grantee’s address as shown in the records of the Company.
Either party may designate another address in writing (or by such
other method approved by the Company) from time to
time. 


 




 

4








 






 



14.  Governing
Law. This Agreement will be
construed and interpreted in accordance with the laws of the State
of Nevada without regard to conflict of law
principles.‌


 



15.  Interpretation.
Any dispute regarding the interpretation of this Agreement shall be
submitted by the Grantee or the Company to the Committee for
review. The resolution of such dispute by the Committee shall be
final and binding on the Grantee and the
Company. 


 



16.  Restricted Stock
Subject to Plan. This Agreement
is subject to the Plan as approved by the Company’s
shareholders. The terms and provisions of the Plan as it may be
amended from time to time are hereby incorporated herein by
reference. In the event of a conflict between any term or provision
contained herein and a term or provision of the Plan, the
applicable terms and provisions of the Plan will govern and
prevail. 


 



17.  Successors and
Assigns. The Company may assign
any of its rights under this Agreement. This Agreement will be
binding upon and inure to the benefit of the successors and assigns
of the Company. Subject to the restrictions on transfer set forth
herein, this Agreement will be binding upon the Grantee and the
Grantee’s beneficiaries, executors, administrators and the
person(s) to whom the Restricted Stock may be transferred by will
or the laws of descent or distribution. 


 



18.  Severability.
The invalidity or unenforceability of any provision of the Plan or
this Agreement shall not affect the validity or enforceability of
any other provision of the Plan or this Agreement, and each
provision of the Plan and this Agreement shall be severable and
enforceable to the extent permitted by
law. 


 



19.  Discretionary Nature
of Plan. The Plan is
discretionary and may be amended, cancelled or terminated by the
Company at any time, in its discretion. The grant of the Restricted
Stock in this Agreement does not create any contractual right or
other right to receive any Restricted Stock or other Awards in the
future. Future Awards, if any, will be at the sole discretion of
the Company. Any amendment, modification, or termination of the
Plan shall not constitute a change or impairment of the terms and
conditions of the Grantee’s employment with the
Company. 


 



20.  Amendment.
The Committee has the right to amend, alter, suspend, discontinue
or cancel the Restricted Stock, prospectively or retroactively;
provided, that, no such amendment shall adversely affect the
Grantee’s material rights under this Agreement without the
Grantee’s consent. 


 



21.  No Impact on Other
Benefits. The value of the
Grantee’s Restricted Stock is not part of his or her normal
or expected compensation for purposes of calculating any severance,
retirement, welfare, insurance or similar employee
benefit. 


 



22.  Counterparts.
This Agreement may be executed in counterparts, each of which shall
be deemed an original but all of which together will constitute one
and the same instrument. Counterpart signature pages to this
Agreement transmitted by facsimile transmission, by electronic mail
in portable document format (.pdf), or by any other electronic
means intended to preserve the original graphic and pictorial
appearance of a document, will have the same effect as physical
delivery of the paper document bearing an original
signature. 


 




 

5








 






 



23.  Acceptance.
The Grantee hereby acknowledges receipt of a copy of the Plan and
this Agreement. The Grantee has read and understands the terms and
provisions thereof, and accepts the Restricted Stock subject to all
of the terms and conditions of the Plan and this Agreement. The
Grantee acknowledges that there may be adverse tax consequences
upon the grant or vesting of the Restricted Stock or disposition of
the underlying shares and that the Grantee has been advised to
consult a tax advisor prior to such grant, vesting or
disposition. 


 



IN WITNESS WHEREOF, the parties hereto have executed this Agreement
as of the date first above written.



 


	
 

	

Freedom
Holding Corp.


 

 


	
 

	

By: /s/ Adam
R. Cook


Name:
Adam R. Cook


Title:
Secretary








 


	
 

	

Grantee

 

 


	
 

	

By: /s/ Evgeniy Ler


Name:
Evgeniy Ler

 










 


 

 




 

6