Exhibit 10.10.3


 


SOC
TELEMED, INC.


 


2020
EQUITY INCENTIVE PLAN


 


PERFORMANCE
UNIT AWARD AGREEMENT


 


Unless
otherwise defined herein, the terms defined in the SOC Telemed, Inc. 2020 Equity Incentive Plan (the “Plan”)
will have the same defined meanings in this Performance Unit Award Agreement (this “Award Agreement”).


 


NOTICE
OF PERFORMANCE UNIT GRANT


 


Participant
Name:


 


You
have been granted the right to receive an Award of Performance Units, subject to the terms and conditions of the Plan and this
Award Agreement, as follows:


 


	 	Grant Number	 	 
	 	 	 	 
	 	Date of Grant	 	 
	 	 	 	 
	 	Vesting Commencement Date	 	 
	 	 	 	 
	 	Number of Performance Units	 	 
	 	 	 	 
	 	Vesting Schedule	 	 



 


Subject
to Section 3 of this Award Agreement, the Performance Units will vest in accordance with the following schedule, as determined
by the Administrator:


 





 



 





 



 





 



 


If
Participant ceases to be a Service Provider for any or no reason before Participant vests in any Performance Unit, whether or
not earned as of such date, the Performance Unit and Participant’s right to acquire any Shares hereunder will terminate
in accordance with Section 3 of this Award Agreement. Notwithstanding anything to the contrary herein, to the extent Performance
Units may not be settled pursuant to Applicable Laws or Company policy at the times specified herein, Performance Units shall
be settled as soon as practicable thereafter.


 






     


     


    

 


By
Participant’s signature and the signature of the representative of SOC Telemed, Inc. (the “Company”)
below, or by Participant otherwise accepting this Award, Participant and the Company agree that this Award of Performance Units
is granted under and governed by the terms and conditions of the Plan and this Award Agreement, including the terms and conditions
of Performance Unit Grant, attached hereto as Exhibit A, all of which are made a part of this document. Participant has
reviewed the Plan and this Award Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to
executing this Award Agreement and fully understands all provisions of the Plan and Award Agreement. Participant hereby agrees
to accept as binding, conclusive and final all decisions or interpretations of the Administrator on any questions relating to
the Plan and Award Agreement.


 


	PARTICIPANT:	 	SOC TELEMED, INC.
	 	 	 
	 	 	 
	Signature	 	By
	 	 	 
	 	 	 
	Print Name	 	Title



 






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EXHIBIT
A


 


TERMS
AND CONDITIONS OF PERFORMANCE UNIT GRANT


 


1. Grant.
The Company hereby grants to the individual named in the Notice of Grant attached as Part I of this Award Agreement (the
“Participant”) under the Plan an Award of Performance Units, subject to all of the terms and
conditions in this Award Agreement and the Plan, which is incorporated herein by reference. Subject to Section 21 of the
Plan, if there is a conflict between the terms and conditions of the Plan and the terms and conditions of this Award
Agreement, the terms and conditions of the Plan will prevail.


 


2. Company’s
Obligation to Pay. Each Performance Unit represents the right to receive a Share on the date it vests. Unless and until
the Performance Units will have vested in the manner set forth in Section 3, Participant will have no right to receive
Shares pursuant to any such Performance Units. Prior to actual payment of any vested Performance Units, such Performance
Units will represent an unsecured obligation of the Company. Any Performance Units that vest in accordance with Section 3
will be settled by delivery of whole Shares as set forth herein to Participant (or in the event of Participant’s death,
to his or her estate), subject to Participant satisfying any Tax-Related Items as set forth in Section 7. Subject to the
provisions of Section 4, such vested Performance Units will be settled by delivery of whole Shares as soon as practicable
after vesting, but in each such case within the period ending no later than the date that is two and one-half (21⁄2)
months from the end of the Company’s tax year that includes the vesting date. In no event will Participant be
permitted, directly or indirectly, to specify the taxable year in which Shares will be issued upon payment of any Performance
Units under this Award Agreement.


 


3. Vesting
Schedule. The Performance Units awarded by this Award Agreement will vest in accordance with the vesting provisions set
forth in the Notice of Grant. Performance Units scheduled to vest on a certain date or upon the occurrence of a certain
condition will not vest in accordance with any of the provisions of this Award Agreement, unless Participant will have been
continuously a Service Provider from the Date of Grant until the date such vesting occurs. Service Provider status for
purposes of this Award will end on the day that Participant is no longer actively providing services as an Employee,
Director, or Independent Contractor and will not be extended by any notice period or “garden leave” that may be
required contractually or under Applicable Laws. Notwithstanding the foregoing, the Administrator (or any delegate) shall
have the sole and absolute discretion to determine when Participant is no longer providing active service for purposes of
Service Provider status and participation in the Plan.


 


4. Administrator
Discretion. Notwithstanding anything in the Plan or this Award Agreement to the contrary, if the vesting of the balance,
or some lesser portion of the balance, of the Performance Units is accelerated in connection with Participant’s
termination as a Service Provider (provided that such termination is a “separation from service” within the
meaning of Code Section 409A, as determined by the Company), other than due to death, and if (x) Participant is a
“specified employee” within the meaning of Code Section 409A at the time of such termination as a Service
Provider and (y) the payment of such accelerated Performance Units will result in the imposition of additional tax under Code
Section 409A if paid to Participant on or within the six (6) month period following Participant’s termination as a
Service Provider, then the payment of such accelerated Performance Units will not be made until the date six (6) months and
one (1) day following the date of Participant’s termination as a Service Provider, unless Participant dies following
his or her termination as a Service Provider, in which case, the Performance Units will be settled in Shares to
Participant’s estate as soon as practicable following his or her death. It is the intent of this Award Agreement that
it and all payments and benefits hereunder be exempt from, or comply with, the requirements of Code Section 409A so that none
of the Performance Units provided under this Award Agreement or Shares issuable thereunder will be subject to the additional
tax imposed under Code Section 409A, and any ambiguities herein will be interpreted to be so exempt or so comply. Each
payment payable under this Award Agreement is intended to constitute a separate payment for purposes of U.S. Treasury
Regulation Section 1.409A-2(b)(2). Notwithstanding the foregoing, the Company makes no representations that the payments and
benefits provided under this Award Agreement are exempt from or compliant with Code Section 409A.


 






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5. Forfeiture
upon Termination of Status as a Service Provider. Notwithstanding any contrary provision of this Award Agreement, any
Performance Units that have not vested will be forfeited and will return to the Plan on the date that is thirty (30) days
following the termination of Participant’s status as a Service Provider.


 


6.
Death of Participant. Any distribution or delivery to be made to Participant under this Award Agreement will, if Participant
is then deceased, be made to Participant’s designated beneficiary, if so allowed by the Administrator in its sole discretion,
or if no beneficiary survives Participant, the administrator or executor of Participant’s estate. Any such transferee must
furnish the Company with (a) written notice of his or her status as transferee, and (b) evidence satisfactory to the Company to
establish the validity of the transfer and compliance with any Applicable Laws or regulations pertaining to said transfer.


 


7. Withholding
of Taxes. Regardless of any action the Company or Participant’s employer (the “Employer”)
takes with respect to any or all applicable national, local, or other tax or social contribution, withholding, required
deductions, or other payments, if any, that arise upon the grant or vesting of the Performance Units or the holding or
subsequent sale of Shares, and the receipt of dividends, if any, or otherwise in connection with the Performance Units or the
Shares (“Tax-Related Items”), Participant acknowledges and agrees that the ultimate liability for
all Tax-Related Items legally due by Participant is and remains Participant’s responsibility and may exceed any amount
actually withheld by the Company or the Employer. Participant further acknowledges and agrees that Participant is solely
responsible for filing all relevant documentation that may be required in relation to the Performance Units or any
Tax-Related Items (other than filings or documentation that is the specific obligation of the Company or a Parent,
Subsidiary, or Employer pursuant to Applicable Laws) such as but not limited to personal income tax returns or reporting
statements in relation to the grant, vesting or payment of the Performance Units, the holding of Shares or any bank or
brokerage account, the subsequent sale of Shares, and the receipt of any dividends. Participant further acknowledges that the
Company and the Employer (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in
connection with any aspect of the Performance Units, including the grant or vesting of the Performance Units, the subsequent
sale of Shares acquired under the Plan, and the receipt of dividends, if any; and (b) do not commit to and are under no
obligation to structure the terms of the Performance Units or any aspect of the Performance Units to reduce or eliminate
Participant’s liability for Tax-Related Items, or achieve any particular tax result. Participant also understands that
Applicable Laws may require varying Share or Performance Unit valuation methods for purposes of calculating Tax-Related
Items, and the Company assumes no responsibility or liability in relation to any such valuation or for any calculation or
reporting of income or Tax-Related Items that may be required of Participant under Applicable Laws. Further, if Participant
has become subject to tax in more than one jurisdiction between the Date of Grant and the date of any relevant taxable event,
Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold
or account for Tax-Related Items in more than one jurisdiction. Notwithstanding any contrary provision of this Award
Agreement, no certificate representing the Shares will be issued to Participant, unless and until satisfactory arrangements
(as determined by the Administrator) will have been made by Participant with respect to the payment of any Tax-Related Items
which the Company determines must be withheld with respect to such Shares.


 






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As
a condition to the grant and vesting of the Performance Units and as set forth in Section 15 of the Plan, Participant hereby agrees
to make adequate provision for the satisfaction of (and will indemnify the Company and any Parent or Subsidiary for) any Tax-Related
Items. In this regard, Participant authorizes the Company and/or the Employer or their respective agents, at their discretion,
to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following: (i) by receipt of a
cash payment from Participant; (ii) by withholding from Participant’s wages or other cash compensation paid to Participant
by the Company or the Employer; (iii) withholding Shares that otherwise would be issued to Participant upon payment of the vested
Performance Units (provided that amounts withheld shall not exceed the amount necessary to satisfy the Company’s minimum
tax withholding obligations); (iv) by withholding from proceeds of the sale of Shares acquired upon payment of the vested Performance
Units through a voluntary sale or a mandatory sale arranged by the Company (on Participant’s behalf pursuant to this authorization);
or (v) by any other arrangement approved by the Administrator. Notwithstanding the foregoing, if Participant is subject to Section
16 of the Exchange Act, Participant’s obligations with respect to all Tax-Related Items shall be satisfied by the Company
withholding Shares that otherwise would be issued to Participant upon payment of the vested Performance Units; provided that amounts
withheld shall not exceed the amount necessary to satisfy the Company’s minimum tax withholding obligations. Any Shares
withheld pursuant to this Section 7 shall be valued based on the Fair Market Value as of the date the withholding obligations
are satisfied. Furthermore, Participant agrees to pay the Company or any Parent, Subsidiary, or Employer any Tax-Related Items
that cannot be satisfied by the foregoing methods.


 


8.
Rights as Stockholder. Neither Participant nor any person claiming under or through Participant will have any of
the rights or privileges of a stockholder of the Company in respect of any Shares deliverable hereunder unless and until such
Shares will have been issued (as evidenced by the appropriate entry on the books of the Company or of a duly authorized
transfer agent of the Company). After such issuance, Participant will have all the rights of a stockholder of the Company
with respect to voting such Shares and receipt of dividends and distributions on such Shares, but prior to such issuance,
Participant will not have any rights to dividends and/or distributions on such Shares.


 


9. No
Guarantee of Continued Service or Grants. PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE VESTING OF THE PERFORMANCE
UNITS PURSUANT TO THE VESTING SCHEDULE HEREOF SHALL OCCUR ONLY BY ACHIEVEMENT OF APPLICABLE PERFORMANCE CRITERIA AND
CONTINUING AS A SERVICE PROVIDER AT THE WILL OF THE EMPLOYER OR CONTRACTING ENTITY (AS APPLICABLE) AND NOT THROUGH THE ACT OF
BEING HIRED, BEING GRANTED THIS AWARD OF PERFORMANCE UNITS OR ACQUIRING SHARES HEREUNDER. PARTICIPANT FURTHER ACKNOWLEDGES
AND AGREES THAT THIS AWARD AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN DO
NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS A SERVICE PROVIDER FOR THE VESTING PERIOD, FOR ANY
PERIOD, OR AT ALL, AND WILL NOT INTERFERE IN ANY WAY WITH PARTICIPANT’S RIGHT OR THE RIGHT OF THE EMPLOYER OR THE
COMPANY (OR ANY PARENT OR SUBSIDIARY) TO TERMINATE PARTICIPANT’S RELATIONSHIP AS A SERVICE PROVIDER AT ANY TIME, WITH
OR WITHOUT CAUSE, SUBJECT TO APPLICABLE LAWS.


 






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Participant
also acknowledges and agrees that: (a) the Plan is established voluntarily by the Company, it is discretionary in nature and it
may be modified, amended, suspended or terminated by the Company at any time; (b) the grant of Performance Units is voluntary
and occasional and does not create any contractual or other right to receive future grants of Performance Units, or benefits in
lieu of Performance Units even if Performance Units have been granted repeatedly in the past; (c) all decisions with respect to
future awards of Performance Units, if any, will be at the sole discretion of the Company; (d) Participant’s participation
in the Plan is voluntary; (e) the Performance Units and the Shares subject to the Performance Units are extraordinary items that
do not constitute regular compensation for services rendered to the Company or the Employer, and that are outside the scope of
Participant’s employment contract, if any; (f) the Performance Units and the Shares subject to the Performance Units are
not intended to replace any pension rights or compensation; or (g) the Performance Units and the Shares subject to the Performance
Units are not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any
severance, resignation, termination, redundancy, dismissal, or end of service payments, bonuses, long-service awards, pension
or retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in
any way to, past services for the Company or the Employer, subject to Applicable Laws.


 


10. Address
for Notices. Any notice to be given to the Company under the terms of this Award Agreement will be addressed to the
Company, in care of its Secretary at SOC Telemed, Inc., 1768 Business Center Drive, Suite 100, Reston, Virginia 20190, or at
such other address as the Company may hereafter designate in writing.


 


11. Grant
is Not Transferable. Except to the limited extent provided in Section 6, this grant and the rights and privileges
conferred hereby may not be transferred, assigned, pledged or hypothecated in any way (whether by operation of Applicable
Laws or otherwise) and may not be subject to sale under execution, attachment or similar process. Upon any attempt to
transfer, assign, pledge, hypothecate or otherwise dispose of this grant, or any right or privilege conferred hereby, or upon
any attempted sale under any execution, attachment or similar process, this grant and the rights and privileges conferred
hereby immediately will become null and void.


 


12. Binding
Agreement. Subject to the limitation on the transferability of this grant contained herein, this Award Agreement will be
binding upon and inure to the benefit of the heirs, legatees, legal representatives, successors and assigns of the parties
hereto.


 


13. Additional
Conditions to Issuance of Stock and Imposition of Other Requirements. If at any time the Company will determine, in its
discretion, that the listing, registration, qualification or compliance of the Shares upon or with any securities exchange or
under any Applicable Laws, the tax code and related regulations or the consent or approval of any governmental regulatory
authority is necessary or desirable as a condition to the issuance of Shares to Participant (or his or her estate) hereunder,
such issuance will not occur unless and until such listing, registration, qualification, compliance, consent or approval will
have been completed, effected or obtained free of any conditions not acceptable to the Company. Where the Company determines
that the delivery of any Shares will violate any state, federal or foreign securities or exchange laws or other Applicable
Laws, the Company will defer delivery until the earliest date at which the Company reasonably anticipates that the delivery
of Shares will no longer cause such violation. The Company will make all reasonable efforts to meet the requirements of any
Applicable Laws or securities exchange and to obtain any such consent or approval of any such governmental authority or
securities exchange. The Company shall not be obligated to issue any Shares pursuant to the Performance Units at any time if
the issuance of Shares violates or is not in compliance with any Applicable Laws.


 






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Furthermore,
the Company reserves the right to impose other requirements on Participant’s participation in the Plan, on the Performance
Units and on any Shares acquired under the Plan, to the extent the Company determines it is necessary or advisable in order to
comply with any Applicable Laws or facilitate the administration of the Plan, and to require Participant to sign any additional
agreements or undertakings that may be necessary to accomplish the foregoing. Furthermore, Participant understands that the Applicable
Laws of the country in which he or she is resident at the time of grant or vesting of the Performance Units or the holding or
disposition of Shares (including any rules or regulations governing securities, foreign exchange, tax, labor or other matters)
may restrict or prevent the issuance of Shares or may subject Participant to additional procedural or regulatory requirements
he or she is solely responsible for and will have to independently fulfill in relation to the Performance Units or the Shares.
Participant also understands and agrees that if he works, resides, moves to, or otherwise is or becomes subject to Applicable
Laws or company policies of another jurisdiction at any time, certain country-specific notices, disclaimers and/or terms and conditions
may apply to Participant as from the Date of Grant, unless otherwise determined by the Company in its sole discretion.


 


15. Plan
Governs. This Award Agreement is subject to all terms and provisions of the Plan. If there is a conflict between one or
more provisions of this Award Agreement and one or more provisions of the Plan, the provisions of the Plan will govern.
Capitalized terms used and not defined in this Award Agreement will have the meaning set forth in the Plan.


 


16. Administrator
Authority. The Administrator will have the power to interpret the Plan and this Award Agreement and to adopt such rules
for the administration, interpretation and application of the Plan as are consistent therewith and to interpret or revoke any
such rules (including, but not limited to, the determination regarding whether any Performance Units have vested). All
actions taken, and all interpretations and determinations made, by the Administrator in good faith will be final and binding
upon Participant, the Company and all other interested persons. No member of the Administrator will be personally liable for
any action, determination or interpretation made in good faith with respect to the Plan or this Award Agreement.


 


17. Electronic
Delivery and Acceptance; Translation. The Company may, in its sole discretion, decide to deliver any documents related to
Participant’s current or future participation in the Plan, this Award, the Shares subject to this Award, any other
securities of the Company or any other Company-related documents, by electronic means. By accepting this Award, whether
electronically or otherwise, Participant hereby (a) consents to receive such documents by electronic means, (b) consents to
the use of electronic signatures, and (c) agrees to participate in the Plan and/or receive any such documents through an
on-line or electronic system established and maintained by the Company or a third party designated by the Company, including
but not limited to the use of electronic signatures or click-through electronic acceptance of terms and
conditions.


 






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18. Translation.
If Participant has received this Award Agreement, including appendices, or any other document related to the Plan translated
into a language other than English, and the meaning of the translated version is different than the English version, the
English version will control.


 


19. Captions.
Captions provided herein are for convenience only and are not to serve as a basis for interpretation or construction of this
Award Agreement.


 


20. Agreement
Severable. If any provision in this Award Agreement will be held invalid or unenforceable, such provision will be
severable from, and such invalidity or unenforceability will not be construed to have any effect on, the remaining provisions
of this Award Agreement.


 


21. Modifications
to this Award Agreement. This Award Agreement and the Plan constitute the entire understanding of the parties on the
subjects covered. Participant expressly warrants that he or she is not accepting this Award Agreement in reliance on any
promises, representations, or inducements other than those contained herein. Modifications to this Award Agreement or the
Plan can be made only in an express written contract executed by a duly authorized officer of the Company. Notwithstanding
anything to the contrary in the Plan or this Award Agreement, the Company reserves the right to revise this Award Agreement
as it deems necessary or advisable, in its sole discretion and without the consent of Participant, to comply with Code
Section 409A or to otherwise avoid imposition of any additional tax or income recognition under Code Section 409A in
connection to this Award of Performance Units.


 


22. Data
Privacy. Participant hereby explicitly and unambiguously consents to the collection, use and transfer, in
electronic or other form, of Participant’s Personal Data (as described below) by and among, as applicable, the Company,
any Parent, Subsidiary, or affiliate, or third parties as may be selected by the Company for the exclusive purpose of
implementing, administering and managing Participant’s participation in the Plan. Participant understands that refusal
or withdrawal of consent will affect Participant’s ability to participate in the Plan; without providing consent,
Participant will not be able to participate in the Plan or realize benefits (if any) from the Performance
Units.


 






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Participant
understands that the Company and any Parent, Subsidiary, affiliate, or designated third parties may hold personal information
about Participant, including, but not limited to, Participant’s name, home address and telephone number, date of birth,
social insurance number or other identification number, salary, nationality, job title, any shares of stock or directorships held
in the Company or any Parent, Subsidiary, or affiliate, details of all Performance Units or any other entitlement to Shares awarded,
canceled, exercised, vested, unvested or outstanding in Participant’s favor (“Personal Data”). Participant understands
that Personal Data may be transferred to any Parent, Subsidiary, affiliate, or third parties assisting in the implementation,
administration and management of the Plan, that these recipients may be located in the United States, Participant’s country
(if different than the United States), or elsewhere, and that the recipient’s country may have different data privacy laws
and protections than Participant’s country. In particular, the Company may transfer Personal Data to the broker or stock
plan administrator assisting with the Plan, to its legal counsel and tax/accounting advisor, and to the affiliate or entity that
is Participant’s employer and its payroll provider. 


 


Participant
should also refer to any data privacy policy implemented by the Company (which will be available to Participant separately and
may be updated from time to time) for more information regarding the collection, use, storage, and transfer of Participant’s
Personal Data. 


 


23. Foreign
Exchange Fluctuations and Restrictions. Participant understands and agrees that the future value of the underlying Shares
is unknown and cannot be predicted with certainty and may decrease. Participant also understands that neither the Company,
nor any affiliate is responsible for any foreign exchange fluctuation between local currency and the United States Dollar or
the selection by the Company or any affiliate in its sole discretion of an applicable foreign currency exchange rate that may
affect the value of the Performance Units or Shares received (or the calculation of income or Tax-Related Items thereunder).
Participant understands and agrees that any cross-border remittance made to transfer proceeds received upon the sale of
Shares must be made through a locally authorized financial institution or registered foreign exchange agency and may require
Participant to provide such entity with certain information regarding the transaction.


 


24. Amendment,
Suspension or Termination of the Plan. By accepting this Award, Participant expressly warrants that he or she has
received an Award of Performance Units under the Plan, and has received, read and understood a description of the Plan.
Participant understands that the Plan is discretionary in nature and may be amended, suspended or terminated by the Company
at any time.


 


25. Governing
Law and Venue. This Award Agreement will be governed by the laws of the Commonwealth of Virginia, without giving effect
to the conflict of law principles thereof. For purposes of litigating any dispute that arises under this Award of Performance
Units or this Award Agreement, the parties hereby submit to and consent to the jurisdiction of the Commonwealth of Virginia,
and agree that such litigation will be conducted in the courts of Fairfax County, Virginia, or the federal courts for the
United States for the Eastern District of Virginia, and no other courts.


 



***


 




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