EXHIBIT
10.2


 


QUMU
corporation

Performance Stock Unit award agreement






	Participant:
    	Grant:
       Performance Stock Units
	 	Grant
    Date: ___________________, 2021


 


THIS
PERFORMANCE STOCK UNIT AWARD AGREEMENT (this “Agreement”) is made as of the Grant Date set forth above, by and between
Qumu Corporation, a Minnesota corporation (the “Company”), and the Participant named above (“Participant”)
setting forth the terms and conditions of an award of Performance Stock Units granted to Participant pursuant to the Qumu Corporation
Second Amended and Restated 2007 Stock Incentive Plan, as amended and as may be further amended from time to time (the “Plan”).


 


1.
Grant. Effective on the Grant Date, Participant has been granted the number of Performance Stock Units indicated above,
which entitles Participant to receive up to the same number of shares of common stock of the Company (the “Shares”)
in accordance with the provisions of this Agreement and the provisions of the Plan. Capitalized terms used herein and not defined
shall have the meaning given such terms in the Plan.


 


2.
Performance Vesting; Forfeiture.


 


		a.	As
                                         used in this Agreement, the following terms shall have the respective meanings:



 


		i.	“Determination
                                         Date” means the date of determination and certification by the Committee of achievement
                                         of the Percentage Achievement of the Performance Goals for Performance Period 1 or Performance
                                         Period 2.



 


		ii.	“Percentage
                                         Achievement” means the respective percentage achievement (which shall not be more
                                         than 100%) of the Performance Goals for Performance Period 1 and Performance Period 2,
                                         as determined by the Committee.



 


		iii.	“Performance
                                         Goals” mean those performance goals set forth on Exhibit A.



 


		iv.	“Performance
                                         Period 1” shall mean the period from January 1, 2021 to and including December
                                         31, 2021.



 


		v.	“Performance
                                         Period 2” shall mean the period from January 1, 2022 to and including December
                                         31, 2022.



 


		b.	For
                                         Performance Period 1, one-half (1/2) of the Performance Stock Units will vest on the
                                         Determination Date as to such number of Performance Stock Units multiplied by the Percentage
                                         Achievement, rounded down to the nearest whole Share.



 




    	 



     


    

 


		c.	For
                                         Performance Period 2, one-half (1/2) of the Performance Stock Units will vest on the
                                         Determination Date as to such number of Performance Stock Units multiplied by the Percentage
                                         Achievement, rounded down to the nearest whole Share.



 


		d.	If
                                         Participant’s employment with the Company and/or a subsidiary of the Company terminates
                                         for any reason, including, but not limited to death, Disability or Retirement, all Performance
                                         Stock Units at that time not vested shall be forfeited to the Company without payment
                                         of any consideration therefor as of the date of such termination unless the Committee
                                         determines that all or any part of the Performance Stock Units shall vest as of the date
                                         of such termination.



 


		e.	Notwithstanding
                                         any other provision of this Agreement, if there is a Change in Control of the Company,
                                         the Performance Stock Units will fully (100%) vest and no longer be subject to the restrictions
                                         of, and risk of forfeiture under, this Agreement.



 


3.
Maturity and Issuance of Shares; Restricted Shares. The “Maturity Date” for a particular Performance Stock
Unit shall be the earliest date on which the Performance Stock Units vest and all restrictions described in Section 2 on such
Performance Stock Units lapse. Upon the Maturity Date for a particular Performance Stock Unit, the Company shall, within 90 days
of such date (30 days in the event of a Change in Control) issue and deliver to Participant one Share in settlement of that Performance
Stock Unit and such Shares so earned and issued shall be subject to the Restrictions during the Restricted Period (as described
herein) and upon issuance shall be referred to herein as the “Restricted Shares”; provided that notwithstanding
the later delivery to Participant of Restricted Shares, Participant shall be deemed to be the record owner of such Restricted
Shares on the Maturity Date. Certificates evidencing Restricted Shares shall be deposited with the Company to be held in escrow
or shall be issued in restricted book-entry until such Shares are released to Participant or forfeited in accordance with this
Agreement. If any Restricted Shares are forfeited, the Company shall direct the transfer agent for the Shares to make the appropriate
entries in its records showing the cancellation of the certificate or certificates for such Restricted Shares and the Shares represented
thereby shall have the status as authorized but unissued Shares.


 


4.
Restricted Shares. During the period from the Maturity Date and prior to the lapse of the restrictions as set forth in
Sections 5(b) and 6 (the “Restricted Period”) and subject to earlier termination of the Restricted Period or forfeiture
of the Restricted Shares, the Restricted Shares, and all rights with respect to the Restricted Shares, may not be sold, assigned,
transferred, exchanged, pledged, hypothecated or otherwise encumbered or disposed of and shall be subject to the risk of forfeiture
contained in Section 5 of this Agreement (such limitations on transferability and risk of forfeiture being herein referred to
as “Restrictions”), but Participant shall have all other rights of a Company shareholder with respect to the Restricted
Shares, including, but not limited to, the right to vote and receive dividends on the Restricted Shares.


 


5.
Forfeiture of Restricted Shares. 


 


(a)
Termination of Employment. If Participant’s employment with the Company and/or a subsidiary of the Company terminates
for any reason, including, but not limited to death, Disability or Retirement, all Shares that at that time are Restricted Shares
shall be forfeited to the Company without payment of any consideration therefor as of the date of such termination unless the
Committee determines that the Restrictions shall lapse on all or any part of the Restricted Shares as of the date of such termination.


 




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(b)
Change in Control. Notwithstanding any other provision of this Agreement, if there is a Change in Control of the Company
during the Restricted Period, the Restricted Shares will fully (100%) vest and the Restrictions shall lapse on the Restricted
Shares to the extent such Restrictions have not already lapsed pursuant to Section 6 such that the Restricted Shares will no longer
be subject to the restrictions of, and risk of forfeiture under, this Agreement.


 


6.
Lapse of Restrictions. Except as provided in Section 5, the Restrictions on any Restricted Shares granted under this Agreement
shall lapse as to such Restricted Shares on the 364th day from the Maturity Date relating to such Restricted Shares. Upon lapse
of the Restrictions in accordance with this Section, the Company shall, as soon as practicable thereafter, deliver to Participant
a certificate for the Shares with respect to which such Restrictions have lapsed or direct the transfer agent for the Shares to
credit Participant’s book entry account with such number of Shares.


 


7.
No Rights As Shareholder in Performance Stock Units. Until Restricted Shares are issued in settlement of the Performance
Stock Units on the Maturity Date, Participant will not be deemed for any purpose to be, or have rights as, a Company shareholder
or receive dividends with respect to Shares issuable with respect to the Performance Stock Units, except as provided below. Participant
is not entitled to vote any Shares by virtue of the award of Performance Stock Units until the Restricted Shares are issued in
settlement of the Performance Stock Units.


 


8.
Dividend Equivalents. During the period from the Grant Date to the Maturity Date, the Company shall accumulate a cash amount
equal to dividends in cash or property paid from time to time on issued and outstanding Shares in an amount that is equivalent
to the dividends which Participant would have received had Participant been the owner of the number of Shares equal to the number
of Performance Stock Units granted hereunder. The cash shall accumulate as a book entry on the books of the Company and shall
accrue interest until the Maturity Date computed using the one-year Treasury Bill rate as of January 1 of the calendar year for
which interest is credited. A cash amount plus interest (collectively, “Dividends”) shall be paid to Participant on
the Maturity Date in respect of the number of Performance Stock Units vested on the Maturity Date. The payment of Dividends and
interest hereunder shall be treated as additional compensation to Participant.


 


9.
No Transferability. Neither the Performance Stock Units, nor the Restricted Shares nor any interest or right therein or
part thereof shall be subject to disposition by transfer, alienation, anticipation, pledge, hypothecation, encumbrance, assignment
or any other means, whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment,
garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be
null and void and of no effect.


 


10.
Administration and Compliance with Section 409A of the Code. This Agreement is intended to comply with Section 409A of
the Code or be exempt from Section 409A of the Code and shall be construed and interpreted in accordance with such intent. Any
provision of this Agreement that would fail to satisfy Section 409A of the Code shall be amended to comply with Section 409A of
the Code on a timely basis, which may be made on a retroactive basis, in accordance with regulations and other guidance issued
under Section 409A of the Code. This Agreement may be terminated by mutual agreement between Participant and the Company prior
to the date all amounts have been distributed to Participant only if the termination complies with Section 409A of the Code.


 




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11.
Successors and Heirs. This Agreement shall be binding upon and inure to the benefit of the Company and its successors and
assigns, and upon any person acquiring, whether by merger, consolidation, purchase of assets or otherwise, all or substantially
all of the Company’s assets and business. In the event of Participant’s death, any Shares to which Participant may
become entitled pursuant to this Agreement or the Plan will be delivered to his or her heirs or personal representative in accordance
with the terms of the Plan.


 


12.
Governing Law. This Agreement and any matter relating to the Performance Stock Units will be construed, administered and
governed in all respects under and by the applicable laws of the State of Minnesota, excluding any conflicts or choice of law
rule or principle that might otherwise refer construction or interpretation of this Agreement, the Plan, the award of Performance
Stock Units, the issuance of Restricted Shares or the Shares to the substantive law of another jurisdiction.


 


13.
Tax Withholding. The Company shall have the power and the right to deduct or withhold, or require Participant to remit
to the Company, as a condition precedent for the delivery by the Company of the Shares in settlement of the Performance Stock
Units or upon lapse of Restrictions on the Restricted Shares, an amount sufficient to satisfy federal, state and local taxes,
domestic or foreign, required by law or regulation to be withheld with respect to any taxable event arising as a result of the
grant, vesting or settlement of the Performance Stock Units or the grant, vesting or lapse of Restrictions on the Restricted Shares.
Such tax withholding amount may be satisfied by Participant if a U.S. employee in cash or in Shares, either by delivery of Shares
already owned by Participant or by authorizing the Company to retain the number of Shares from the Restricted Shares or the Shares
issuable to Participant as the Company determines to be sufficient to satisfy such tax withholding obligation. Notwithstanding
the foregoing, in no event shall payment of withholding taxes be made by retention of Shares by the Company unless the Company
retains only Shares with a Fair Market Value equal to the minimum amount of taxes required to be withheld. The Company may also
deduct from any award under the Plan payment of any other amounts due by Participant to the Company.


 


14.
Plan Controls. Notwithstanding anything in this Agreement to the contrary, the terms of this Agreement shall be subject
to the terms of the Plan. In accordance with the Plan, all decisions of the Committee shall be final and binding upon Participant
and the Company.


 




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IN
WITNESS WHEREOF, the Company and Participant have each executed and delivered this Agreement as of the Grant Date.


 


	 	 	QUMU
    CORPORATION
	 	 	 	 
	 	 	By:	               
	 	 	Its:	 
	 	 	 	 
	PARTICIPANT:	 	 	 
	 	 	 	 
	 	 	 	 
	[NAME
    OF PARTICIPANT]	 	 	 


 




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EXHIBIT
A


 


Performance
Goals


 


The
Company’s number of net new customers, partner generated revenue percentage increase, annual recurring revenue, gross dollar
value retention percentage and bookings for Performance Period 1 and for Performance Period 2 shall equal or exceed the following
respective thresholds:


 


	Performance
    Goals	 	Performance
    Period 1	 	Performance
    Period 2
	Net
    New Customer	 	[______]	 	[______]
	Partner
    Generated Revenue Increase	 	[______]%	 	[______]%
	Annual
    Recurring Revenue	 	$[______]	 	To
    be determined by the Compensation Committee following the Board’s approval of the Company’s 2022 annual operating
    plan.
	Gross
    Dollar Value Retention	 	[______]%	 	To
    be determined by the Compensation Committee following the Board’s approval of the Company’s 2022 annual operating
    plan.
	Bookings	 	$[______]	 	To
    be determined by the Compensation Committee following the Board’s approval of the Company’s 2022 annual operating
    plan.


 


The
Percentage Achievement will be as follows for achievement of the respective Performance Goals for either Performance Period 1
or Performance Period 2:


 


		●	if
                                         any three of the five Performance Goals are achieved, the Percentage Achievement will
                                         be 100%;



 


		●	if
                                         any two of the five Performance Goals are achieved, the Percentage Achievement will be
                                         66 2/3%; and



 


		●	if
                                         any one of the five Performance Goals are achieved, the Percentage Achievement will be
                                         33 1/3%.



 


In
each case, determination of the Percentage Achievement for the Performance Periods and achievement of each Performance Goal for
any Performance Period will be made by the Committee and shall be subject to such adjustments as the Committee shall determine
in its sole discretion.


 




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