exv10w24



 





EXHIBIT 10.24



MARINEMAX, INC.




2007 Incentive Compensation Plan




Restricted Stock Unit Grant Notice



MarineMax, Inc. (the “Company”), pursuant to its 2007 Incentive Compensation Plan (the “Plan”),
hereby grants to Participant a right to receive the number of shares of the Company’s Common Stock
set forth below on the terms and conditions of this Restricted Stock Unit Grant Notice (the “Grant
Notice”), the Plan and the Restricted Stock Unit Award Agreement (the “Agreement”). The Restricted
Stock Units granted in this Grant Notice are subject to all of the terms and conditions as set
forth herein and in the Agreement, the Plan and, the applicable provisions of any employment
agreement between the Participant and the Company, if any.




	 	 	 
	Participant:

	 	 
	 

	 	 
	Date of Grant:

	 	 
	 

	 	 
	Vesting Commencement Date:

	 	 
	 

	 	 
	Number of Restricted Stock Units:

	 	 
	 

	 	 
	Expiration Date:

	 	Subject to expiration as provided
in Section 3(b) of the Agreement.






	 	 	 
	Vesting Schedule:

	 	[                    ] of the Restricted Stock Units subject to this
award vest on the [                    ] anniversaries of the
Vesting Commencement Date; subject to Participant’s
Continuous Service on such vesting date(s).
	 
	 	 
	Delivery Schedule:

	 	Subject to Section 4 of the Agreement, the Shares to be
delivered in satisfaction of the vested Restricted
Stock Units (pursuant to Section 4(a) of the Agreement)
shall be delivered within five (5) months of the
respective vesting date.






[The remainder of this page intentionally has been left blank.]




1









 







Additional Terms/Acknowledgements: The undersigned Participant acknowledges receipt of, and
understands and agrees to, this Grant Notice, the Agreement and the Plan. Participant further
acknowledges that as of the Date of Grant, this restricted Grant Notice, the Agreement, the Plan
and any applicable provisions of any employment agreement between the Participant and the Company,
if any, set forth the entire understanding between Participant and the Company regarding the
acquisition of Common Stock in the Company and supersede all prior oral and written agreements on
that subject with the exception of (i) options and other awards previously granted and delivered to
Participant under the Plan, and (ii) the following agreements only:




	 	 	 
	Other Agreements:

	 	 
	 

	 	 
	 
	 	 
	 

	 	 






     IN WITNESS WHEREOF, the parties have executed this Grant Nocice on the day and year first
indicated below.



	 	 	 	 	 	 	 	 	 	 	 
	MarineMax, Inc.	 	 	 	Participant:	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Signature	 	 	 	Signature	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Title:

	 	 	 	 	 	Date:
	 	 	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	Date:
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 




Attachments: Restricted Stock Unit Award Agreement and 2007 Incentive Compensation Plan.




[Signature Page of Restricted Stock Unit Grant Notice.]




2









 








MARINEMAX, INC.

2007 Incentive Compensation Plan

Restricted Stock Unit Award Agreement




     MarineMax, Inc. (the “Company”) wishes to grant to the person (the “Participant”) named in the
Restricted Stock Unit Award Grant Notice (the “Grant Notice”) a restricted stock unit award (the
“Award”) pursuant to the provisions of the Company’s 2007 Incentive Compensation Plan (the “Plan”).
The Award will entitle Participant to shares of Stock from the Company, if Participant meets the
vesting requirements described herein. Therefore, pursuant to the terms of the attached Grant
Notice and this Restricted Stock Unit Award Agreement (the “Agreement”), the Company grants
Participants the number of restricted stock units listed in the Grant Notice (the “Restricted Stock
Units”).



     The details of the award are as follows:



     1. Grant Pursuant to Plan. This Award is granted pursuant to the Plan, which is incorporated
herein for all purposes. The Participant hereby acknowledges receipt of a copy of the Plan and
agrees to be bound by all of the terms and conditions of this Agreement and of the Plan. All
capitalized terms in this Agreement shall have the meaning assigned to them in this Agreement, or,
if such term is not defined in this Agreement, such term shall have the meaning assigned to it
under the Plan.



     2. Restricted Stock Unit Award. The Company hereby grants to the Participant the Restricted
Stock Units listed in the Grant Notice as of the grant date specified in the Grant Notice (the
“Grant Date”). Such number of Restricted Stock Units may be adjusted from time to time pursuant to
Section 10(c) of the Plan.



     3. Vesting and Forfeiture of Restricted Stock Units.



          (a) Vesting. The Participant shall become vested in the Restricted Stock Units in accordance
with the vesting schedule in the Grant Notice; subject to vesting acceleration as provided in
Section 3(c) below.




          (b) Forfeiture. The Participant shall forfeit any unvested Restricted Stock Units, if any, in
the event that the Participant’s Continuous Service is terminated for any reason, except (i) as
provided in the Participant’s employment agreement or other agreement with the Company, if any and
(ii) as otherwise determined by the Plan Administrator in its sole discretion, which determination
need not be uniform as to all Participants.




          (c) Acceleration of Vesting. The Restricted Stock Units shall vest on an accelerated basis if
vesting acceleration is provided pursuant to any employment or other agreement between the
Participant and the Company.




3









 








     4. Settlement of Restricted Stock Unit Award.



          (a) Settlement of Restricted Stock Units for Stock. The Company shall deliver to the
Participant one share of Stock for each vested Restricted Stock Unit subject of this Award on the
appropriate Delivery Date (as defined in Section 4(b)). The Company shall have no obligation to
settle this Award for cash.




          (b) Delivery of Stock. Subject to Sections 4(c), 4(d), 4(e) and 4(f) below, Shares shall be
delivered on the delivery date(s) (each a “Delivery Date”) specified in the Grant Notice. Once a
Share is delivered with respect to a vested Restricted Stock Unit, such vested Restricted Stock
Unit shall terminate and the Company shall have no further obligation to deliver Shares or any
other property for such vested Restricted Stock Unit.




          (c) Deferral of Delivery. Notwithstanding the foregoing, the Participant may elect, in a
writing received by the Plan Administrator at least twelve (12) months prior to a Delivery Date, to
defer the delivery of the Shares for the respective Restricted Stock Units until a later date
(which date must be at least five (5) years after the original Delivery Date).




          (d) Deferral Due to Section 162(m). To the extent that the Company reasonably anticipates
that the Shares to be delivered would not be deductible under Section 162(m) of the Code, the
delivery date of such Shares shall be delayed until the earlier of (i) the first tax year of the
Company in which the tax deduction for such Shares is permitted under Section 162(m) and (ii) the
Participant’s “separation from service” (as such term is defined under Section 409A of the Code any
temporary or final Treasury Regulations and Internal Revenue Service guidance thereunder). To the
extent that a portion of the Shares that are deliverable may be deducted for tax purposes under
Section 162(m), then that portion of the Shares shall be delivered and the remaining Shares that
are deliverable shall continue to be delayed pursuant to this Section.




          (e) Acceleration of Delivery upon a Change of Control. In the event of a Change in Control,
the full amount of the Common Stock corresponding to the Participant’s vested Restricted Stock
Units shall be distributed to the Participant as soon as administratively practicable on or after
the Change in Control.




          (f) Delay in Payment under Section 409A. To the extent necessary to comply with Section
409A(a)(2)(B)(i) of the Code, the delivery of the Shares shall be delayed for six (6) months after
a “separation from service” (as defined in Section 409A, any temporary or final Treasury
Regulations and Internal Revenue Service guidance thereunder). Any Shares or other amounts that
would have been delivered within six (6) months of a separation from service but for the effect of
this Section, shall be delivered promptly after the six (6) month delay, but, in any event, no
later than five (5) business days after the six (6) month delay.




     5. No Rights as Shareholder until Delivery. The Participant shall not have any rights,
benefits or entitlements with respect to any Common Stock subject to this Agreement unless and
until the Common Stock has been delivered to the Participant. On or after delivery of the Common
Stock, the Participant shall have, with respect to the Common Stock delivered,



4









 







all of the rights of an equity interest holder of the Company, including the right to vote the
Common Stock and the right to receive all dividends, if any, as may be declared on the Stock from
time to time.



     6. Tax Provisions.



          (a) Tax Consequences. Participant has reviewed with Participant’s own tax advisors the
federal, state, local and foreign tax consequences of this investment and the transactions
contemplated by this Agreement. Participant is relying solely on such advisors and not on any
statements or representations of the Company or any of its agents. Participant understands that
Participant (and not the Company) shall be responsible for any tax liability that may arise as a
result of the transactions contemplated by this Agreement.




          (b) Withholding Obligations. At the time the Award is granted, or at any time thereafter as
requested by the Company or any Related Entity that employs Participant, Participant hereby
authorizes withholding from payroll and any other amounts payable to Participant, including the
Shares deliverable pursuant to this Award, and otherwise agrees to make adequate provision for, any
sums required to satisfy the minimum federal, state, local and foreign tax withholding obligations
of the Company or any Related Entity that employs Participant, if any, which arise in connection
with the Award.




     The Company, in its sole discretion, and in compliance with any applicable legal conditions or
restrictions, may withhold from fully vested Shares otherwise deliverable to Participant pursuant
to the Award a number of whole Shares having a Fair Market Value, as determined by the Company as
of the date of the Participant recognizes income with respect to those Shares, not in excess of the
minimum amount of tax required to be withheld by law (or such other amount that would avoid adverse
financial accounting treatment). Any adverse consequences to Participant arising in connection
with such Share withholding procedure shall be the Participant’s sole responsibility.



     In addition, the Company, in its sole discretion, may establish a procedure whereby the
Participant may make an irrevocable election to direct a broker (determined by the Company) to sell
sufficient Shares from the Award to cover the tax withholding obligations of the Company or any
Related Entity that employs Participant and deliver such proceeds to the Company or any Related
Entity that employs Participant.



     Unless the tax withholding obligations of the Company or any Related Entity that employs
Participant are satisfied, the Company shall have no obligation to issue a certificate for any
Shares deliverable under this Award.



          (c) Section 409A Amendments. The Company agrees to cooperate with Participant to amend this
Agreement to the extent either the Company or Participant deems necessary to avoid imposition of
any additional tax or income recognition prior to actual payment to Participant under Section 409A
of the Code and any temporary or final Treasury Regulations and Internal Revenue Service guidance
thereunder, but only the extent such amendment would not have an adverse effect on the Company and
would not provide Participant with any additional rights, in each case as determined by the
Company, in its sole discretion.




5









 








     8. Consideration. With respect to the value of the Shares to be delivered pursuant to the
Award, such Shares are granted in consideration for the services Participant shall provide to the
Company during the vesting period.



     9. Transferability. The Restricted Stock Units granted under this Agreement are not
transferable otherwise than by will or under the applicable laws of descend and distribution. In
addition, the Restricted Stock Units shall not be assigned, negotiated, pledged or hypothecated in
any way (whether by operation of law or otherwise), and the Restricted Stock Units shall not be
subject to execution, attachment or similar process.



     10. General Provisions.



          (a) Employment at Will. Nothing in this Agreement or in the Plan shall confer upon
Participant any right to continue in the service of the Company or its Related Entities for any
period of specific duration or interfere with or otherwise restrict in any way the rights of the
Company or of Participant, which rights are hereby expressly reserved by each, to terminate
Participant’s service at any time for any reason, with or without cause.




          (b) Notices. Any notice required to be given under this Agreement shall be in writing and
shall be deemed effective upon personal delivery or upon deposit in the U.S. mail, registered or
certified, postage prepaid and properly addressed to the party entitled to such notice at the
address indicated below such party’s signature line on this Agreement or at such other address as
such party may designate by ten (10) days’ advance written notice under this paragraph to all other
parties to this Agreement.




          (c) No Limit on Other Compensation Arrangements. Nothing contained in this Agreement shall
preclude the Company from adopting or continuing in effect other or additional compensation
arrangements, and those arrangements may be either generally applicable or applicable only in
specific cases.




          (d) Severability. If any provision of this Agreement is or becomes or is deemed to be
invalid, illegal, or unenforceable in any jurisdiction or would disqualify this Agreement or the
Award under any applicable law, that provision shall be construed or deemed amended to conform to
applicable law (or if that provision cannot be so construed or deemed amended without materially
altering the purpose; or intent of this Agreement and the Award, that provision shall be stricken
as to that jurisdiction and the remainder of this Agreement and the Award shall remain in full
force and effect).




          (e) No Trust or Fund Created. Neither this Agreement nor the grant of the Award shall create
or be construed to create a trust or separate; fund of any kind or a fiduciary relationship between
the Company and the Participant or any other person. The Restricted Stock Units subject to this
Agreement represent only the Company’s unfunded and unsecured promise to issue Stock to the
Participant in the future. To the extent that the Participant or any other person acquires a right
to receive payments from the Company pursuant to this Agreement, that right shall be no greater
than the right of any unsecured general creditor of the Company.




6









 








          (f) Cancellation of Award. If any Restricted Stock Units subject to this Agreement are
forfeited, then from and after such time, the Participant and, if applicable, the person from whom
such Restricted Stock Units are forfeited shall no longer have any rights to such Restricted Stock
Units or the corresponding shares of Stock. Such Restricted Stock Units shall be deemed forfeited
in accordance with the applicable provisions hereof.




          (g) Participant Undertaking. Participant hereby agrees to take whatever additional action and
execute whatever additional documents the Company may deem necessary or advisable in order to carry
out or effect one or more of the obligations or restrictions imposed on either Participant or the
shares of Stock deliverable pursuant to the provisions of this Agreement.




          (h) Amendment, Modification, and Entire Agreement. No provision of this Agreement may be
modified, waived or discharged unless that waiver, modification or discharge is agreed to in
writing and signed by the Participant and an officer of the Company, other than the Participant,
designated by the Plan Administrator. The Participant and the Company acknowledge that as of the
Grant Date, this Agreement, the Plan and any applicable provisions of the Participant’s employment
agreement with the Company, if any, set forth the entire understanding between the Participant and
the Company regarding the acquisition of Common Stock pursuant to this Award and supersede all
prior oral and written agreements on that subject with the exception of awards from the Company
previously granted and delivered to the Participant. This Agreement is made pursuant to the
provisions of the Plan and shall in all respects be construed in conformity with the terms of the
Plan. In the event of a conflict between the Plan and this Agreement, the terms of the Plan shall
govern. In the event of a conflict among any of an employment agreement, any Grant Notice and this
Agreement or the Plan, the terms of such employment agreement shall govern. No agreements or
representations, oral or otherwise, express or implied, with respect to the subject matter hereof
have been made by either party which are not set forth expressly in this Agreement.




          (i) Governing Law. This Agreement shall be governed by, and construed in accordance with, the
laws of the State of Florida without regard to the conflict-of-laws rules thereof or of any other
jurisdiction.




          (j) Interpretation. The Participant accepts this Award subject to all the terms and
provisions of this Agreement and the terms and conditions of the Plan. The undersigned Participant
hereby accepts as binding, conclusive and final all decisions or interpretations of the Plan
Administrator upon any questions arising under this Agreement.




          (k) Successors and Assigns. The provisions of this Agreement shall inure to the benefit of,
and be binding upon, the Company and its successors and assigns and upon Participant, Participant’s
assigns and the legal representatives, heirs and legatees of Participant’s estate, whether or not
any such person shall have become a party to this Agreement and have agreed in writing to join
herein and be bound by the terms hereof. The Company may assign its rights and obligations under
this Agreement, including, but not limited to, the forfeiture provision of Section 3(b) to any
person or entity selected by the Plan Administrator.




7









 








          (l) Counterparts. This Agreement may be executed in counterparts, each of which shall be
deemed to be an original, but all of which together shall constitute one and the same instrument.




          (m) Headings. Headings are given to the Paragraphs and Subparagraphs of this Agreement solely
as a convenience to facilitate reference. The headings shall not be deemed in any way material or
relevant to the construction or interpretation of this Agreement or any provision thereof.




     11. Representations. Participant acknowledges and agrees that Participant has reviewed the
Agreement, the Plan and the Grant Notice in their entirety, has had an opportunity to obtain the
advice of counsel prior to executing and accepting the Award and fully understands all provisions
of the Award.



     IN WITNESS WHEREOF, the parties have executed this Agreement on the day and year first
indicated above.



	 	 	 	 	 	 	 
	 	 	MARINEMAX, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Its:
	 	 	 	 
	 

	 	 	 	 	 	 





	 	 	 	 	 	 	 
	 	 	PARTICIPANT	 	 
	 
	 	 	 	 	 	 
	 

	 	Signature:
	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Print Name:
	 	 	 	 
	 

	 	 	 	 	 	 





[Signature Page of Restricted Stock Unit Agreement.]





8