Exhibit 10.18

 

RESTRICTED STOCK GRANT NOTICE AND AGREEMENT

 

Victory Capital Holdings, Inc. (the “Company”), pursuant to its 2018 Stock Incentive Plan (as may be amended, restated or otherwise modified from time to time, the “Plan”), hereby grants to Holder the number of shares of [Time Vested Restricted Stock and Performance Vested Restricted Stock (collectively, the “Restricted Stock”)][Restricted Stock] set forth below.  The Restricted Stock is subject to all of the terms and conditions of this Restricted Stock Agreement (this “Award Agreement”), as well as the terms and conditions of the Plan, all of which are incorporated herein in their entirety.  To the extent that any provisions herein (or portion thereof) conflicts with any provision of the Plan, the Plan shall prevail and control.  Capitalized terms not otherwise defined herein shall have the same meaning as set forth in the Plan.  [The Restricted Stock granted hereby are in satisfaction of the obligation to grant the Restricted Stock to Holder under his, her or its employment letter with [·], dated [·], as may be amended, restated or otherwise modified from time to time.]

 

	
Holder:
    	
[·]
    
	
 
    	
 
    
	
Date of Grant:
    	
[·], 20[·]
    
	
 
    	
 
    
	
Number of Shares of

[Time   Vested] Restricted Stock:
    	
 

[·]
    
	
 
    	
 
    
	
[Number of Shares of

Performance   Vested Restricted

Stock:]
    	
 

 

[·]
    


 

	
Vesting Schedule:
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
[Time Vested
    	
 
    	
 
    
	
Restricted   Stock:]
    	
 
    	
[Insert Vesting Schedule]
    
	
 
    	
 
    	
 
    
	
[Performance Vested
    	
 
    	
 
    
	
Restricted   Stock:]
    	
 
    	
[Insert Vesting Schedule]
    
	
 
    	
 
    	
 
    
	
Termination:
    	
 
    	
Section 6(c) of the Plan regarding   Termination is incorporated herein by reference and made a part hereof.   Following any such Termination, the provisions of Section 11 of the Plan   shall apply to all shares of Restricted Stock that have vested on or prior to   such Termination.
    
	
 
    	
 
    	
 
    
	
Restrictive Covenants:
    	
 
    	
Holder hereby acknowledges and recognizes the highly   competitive nature of the business of the Company and its subsidiaries and   Affiliates (collectively, the “Company Group”),   and, accordingly agrees that, as a condition of the grant of Restricted Stock   hereunder, Holder agrees that, during his or her employment with the Company   Group and for [the longer of (x) the applicable Non-Competition Period   or Non-Solicitation Period, each as defined in Holder’s employment agreement,   if any, or (y)]
    


 











 

	
 
    	
 
    	
one (1) year following Holder’s Termination,   Holder shall not, to the extent permitted by applicable law or except as   otherwise permitted in writing by the Board:
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
(a)         be engaged, directly or   indirectly, either for his own account or as agent, consultant, employee,   partner, officer, director, proprietor, investor (except as a passive   investor owning less than 3% of the equity or holding less than 3% of a debt   instrument in an entity) or otherwise by any person, firm, corporation or   enterprise engaged in money management, asset management, wealth management   or mutual fund management (a “Competing Business”);
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
(b)         provide financial   (except as a passive investor owning less than 3% of the equity or holding   less than 3% of a debt instrument in an entity) or other assistance to any   person, firm, corporation, or enterprise engaged in a Competing Business;
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
(c)          directly or indirectly   contact, solicit or induce any person, corporation or other entity who or   which is a customer or referral source of any member of the Company Group to   become a customer or referral source for any person or entity other than the   members of the Company Group; or
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
(d)         directly or indirectly   solicit, induce or encourage any employee of the Company Group who is   employed on the date of Holder’s Termination, to leave the employ of the   Company Group, or to seek, obtain or accept employment with any Person other   than the members of the Company Group.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
The restrictions under clauses (a), (b),   (c) and (d) above shall be collectively referred to herein as the “Restrictive Covenants.”
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
In the event that Holder undergoes a Termination by   the Company Group without Cause (other than on account of death or   Disability), the restrictions under clauses (a), (b) and (c) above   shall apply only for the length of time for which Holder receives severance   payments in connection with such Termination, and if Holder receives no   severance in connection with such Termination, the restrictions under clauses   (a), (b) and (c) above will not apply.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
If Holder breaches any terms of any of the   Restrictive Covenants, or any restrictive covenant contained in an employment   agreement or other agreement between Holder and a member of the Company   Group, to the extent permitted by applicable law, Holder shall 
    


 

2











 

	
 
    	
 
    	
forfeit (i) any outstanding shares of Restricted   Stock and (ii) any shares of Stock held as a result of vesting of shares   of Restricted Stock.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
It is expressly understood and agreed that, although   Holder and the Company consider the Restrictive Covenants to be reasonable   for the purpose of preserving for the Company Group’s good will and other   proprietary rights, if a final judicial determination is made by a court   having jurisdiction (without regard to any ability to appeal or whether an   appeal is in fact taken, during the pendency of that appeal) that the time or   territory restrictions or any other provision herein related to the   Restrictive Covenants is an unreasonable or otherwise unenforceable   restriction against Holder, the provisions herein related to the Restrictive   Covenants shall not be rendered void, but shall be deemed amended to apply as   to such maximum time and territory and to such other extent as such court may   judicially determine or indicate to be reasonable.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
Holder acknowledges and agrees that the provisions   herein related to the Restrictive Covenants shall continue to apply following   Holder’s Termination, regardless of the reason for such Termination.
    
	
 
    	
 
    	
 
    
	
[Employee Shareholders’
    	
 
    	
 
    
	
Agreement:
    	
 
    	
From and after the date hereof, Holder hereby agrees   to be bound by the terms and provisions of that certain Employee Stockholders   Agreement by and between the Company, and certain employees of the Company   Group, dated as of [·], 2018, as the   same may be amended, restated and/or otherwise modified from time to time   (the “Employee Stockholders Agreement”)   as if Holder were an original signatory thereto. As a condition to the   issuance of any shares of Stock hereunder, Holder shall execute such   additional documents as the Company may reasonably request to effectuate   Holder’s Joinder to the Employee Stockholders Agreement.]
    
	
 
    	
 
    	
 
    
	
Additional Terms:
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
·                  Any   certificates representing the vested Restricted Stock delivered to Holder   shall be subject to such stop transfer orders and other restrictions as the   Committee may deem advisable under the rules, regulations, and other   requirements of the Securities and Exchange Commission, any stock exchange   upon which such shares are listed, and any applicable federal or state laws,   and the Committee may cause a legend or legends to be put on any such   certificates to make appropriate reference to such restrictions as the   Committee deems appropriate.
    


 

3











 

	
 
    	
 
    	
·                  Holder   shall be the record owner of the shares of Restricted Stock until or unless   such Restricted Stock is forfeited or repurchased, or otherwise sold or   transferred in accordance with the terms of the Plan, and as record owner   shall generally be entitled to all rights of a stockholder with respect to   the Restricted Stock; provided, however, that the Company will retain custody of all   dividends and distributions, if any (“Retained Distributions”),   made or declared on the Restricted Stock (and such Retained Distributions   shall be subject to forfeiture and the same restrictions, terms and vesting   and other conditions as are applicable to the Restricted Stock) until such   time, if ever, as the Restricted Stock with respect to which such Retained   Distributions shall have been made, paid or declared shall have become vested,   and such Retained Distributions shall not bear interest or be segregated in a   separate account. As soon as practicable following each applicable vesting   date any applicable Retained Distributions shall be delivered to Holder.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
·                  Upon   vesting of the Restricted Stock (or such other time that the Restricted Stock   is taken into income), Holder will be required to satisfy applicable   withholding tax obligations, if any, as provided in Section 17 of the   Plan.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
·                  This   Award Agreement does not confer upon Holder any right to continue as an   employee or service provider of the Service Recipient or any other member of   the Company Group.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
·                  This   Award Agreement shall be construed and interpreted in accordance with the   laws of the State of Delaware, without regard to the principles of conflicts   of law thereof.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
·                  Holder agrees that the Company may   deliver by email all documents relating to the Plan or the Restricted Stock   (including, without limitation, a copy of the Plan) and all other documents that   the Company is required to deliver to its security holders (including,   without limitation, disclosures that may be required by the Securities and   Exchange Commission). Holder also agrees that the Company may deliver these   documents by posting them on a website maintained by the Company or by a   third party under contract with the Company. If the Company posts these   documents on a website, it shall notify Holder by email or such other   reasonable manner as then determined by the Company.
    


 

4











 

	
 
    	
 
    	
·                  This   Award Agreement and the Plan constitute the entire understanding and   agreement of the parties hereto and supersede all prior negotiations,   discussions, correspondence, communications, understandings, and agreements   (whether oral or written and whether express or implied) between the Company   and Holder relating to the subject matter of this Award Agreement. Without   limiting the foregoing, to the extent Holder has entered into an employment   or similar agreement with the Company or any of its affiliates, and the terms   noted in such employment or similar agreement are inconsistent with or   conflict with this Award Agreement, then the terms of this Award Agreement   will supersede and be deemed to amend and modify the inconsistent or   conflicting terms set forth in such employment or similar agreement.
    


 

*                                         *                                         *

 

5











 

THE UNDERSIGNED HOLDER ACKNOWLEDGES RECEIPT OF THIS AWARD AGREEMENT AND THE PLAN, AND, AS AN EXPRESS CONDITION TO THE GRANT OF RESTRICTED STOCK HEREUNDER, AGREES TO BE BOUND BY THE TERMS OF BOTH THIS AWARD AGREEMENT AND THE PLAN.

 

	
VICTORY CAPITAL   HOLDINGS, INC.
    	
 
    	
HOLDER
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
By:
    	
 
    	
 
    	
 
    
	
Signature
    	
 
    	
Signature
    
	
Title:
    	
 
    	
 
    	
Print Name:
    	
 
    
	
Date:
    	
 
    	
 
    	
Date:
    	
 
    


 











 

EXHIBIT A

 

Employee Shareholders’ Agreement

 

(attached)