Exhibit 10.24


 





Rocky Brands, Inc.


Performance Share Unit Agreement


 


This Performance Share Unit Agreement (this
“Agreement”) is made and entered into as of [_____________] (the “Grant Date”) by and between
Rocky Brands, Inc., an Ohio corporation (the “Company”) and [________________] (the “Grantee”).


 


WHEREAS, the Company has adopted
the 2004 Incentive Stock Plan (the “Plan”) pursuant to which Performance Share Units may be granted; and


 


WHEREAS, the Committee has determined
that it is in the best interests of the Company and its shareholders to grant the award of Performance Share Units provided for
herein.


 


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


 


1.     
Grant of Performance Share Units. Pursuant to Section 6 of the Plan, the Company hereby grants to the Grantee
an Award for a target number of [_____________] Performance Share Units (the “Target Award”). Each Performance
Share Unit (“PSU”) represents the right to receive one share of Common Stock, subject to the terms and conditions
set forth in this Agreement and the Plan. The number of PSUs that the Grantee actually earns for the Performance Period (up to
a maximum of [____________]) will be determined by the level of achievement of the Performance Goal(s) in accordance with Exhibit
I attached hereto. Capitalized terms that are used but not defined herein have the meanings ascribed to them in the Plan.


 


2.     
Performance Period. For purposes of this Agreement, the term “Performance Period” shall be the
period commencing on [__________] and ending on [__________].


 


3.     
Performance Goal(s).


 


3.1      
The number of PSUs earned by the Grantee for the Performance Period will be determined at the end of the Performance Period
based on the level of achievement of the Performance Goal(s) in accordance with Exhibit I. All determinations of whether Performance
Goals have been achieved, the number of PSUs earned by the Grantee, and all other matters related to this Section 3 shall
be made by the Committee in its sole discretion.


 


3.2      
Promptly following completion of the Performance Period, the Committee will review and certify in writing (a) whether, and
to what extent, the Performance Goal(s) for the Performance Period has/have been achieved, and (b) the number of PSUs that the
Grantee shall earn, if any, subject to compliance with the requirements of Section 4. Such certification shall be final,
conclusive and binding on the Grantee, and on all other persons, to the maximum extent permitted by law.


 






    	 



    	 



    

 


4.     
Vesting of PSUs. The PSUs are subject to forfeiture until they vest. Except as otherwise provided herein,
the PSUs will vest and become nonforfeitable on the date the Committee certifies the achievement of the Performance Goal(s) in
accordance with Section 3.2, subject to (a) the achievement of the minimum threshold Performance Goal(s) for payout set forth in
Exhibit I attached hereto, and (b) unless otherwise determined by the Committee in its sole discretion, the Grantee’s Continuous
Service from the Grant Date through the last day of the Performance Period. The number of PSUs that vest and become payable under
this Agreement shall be determined by the Committee based on the level of achievement of the Performance Goal(s) set forth in Exhibit
I and shall be rounded to the nearest whole PSU.


 


5.     
Termination of Continuous Service . Except as otherwise expressly provided in this Agreement, and unless otherwise
determined in the Committee’s sole discretion, if the Grantee’s Continuous Service terminates for any reason at any
time before all of his or her PSUs have vested, the Grantee’s unvested PSUs 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.


 


6.     
Payment of PSUs. Payment in respect of the PSUs earned for the Performance Period shall be made in shares
of Common Stock and shall be issued to the Grantee as soon as practicable following the vesting date. The Company shall (a) issue
and deliver to the Grantee the number of shares of Common Stock equal to the number of vested PSUs, and (b) enter the Grantee’s
name on the books of the Company as the shareholder of record with respect to the shares of Common Stock delivered to the Grantee.


 


7.     
Transferability. Subject to any exceptions set forth in this Agreement or the Plan, the PSUs or the rights
relating thereto may not be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by the Grantee,
except by will or the laws of descent and distribution, and upon any such transfer by will or the laws of descent and distribution,
the transferee shall hold such PSUs subject to all of the terms and conditions that were applicable to the Grantee immediately
prior to such transfer.


 


8.     
Rights as Shareholder.


 


8.1      
The Grantee shall not have any rights of a shareholder with respect to the shares of Common Stock underlying the PSUs, including,
but not limited to, voting rights.


 


8.2      
Upon and following the vesting of the PSUs and the issuance of shares, the Grantee shall be the record owner of the shares
of Common Stock underlying the PSUs unless and until such shares are sold or otherwise disposed of, and as record owner shall be
entitled to all rights of a shareholder of the Company (including voting and dividend rights).


 






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9.     
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.


 


10. 
Adjustments. If any change is made to the outstanding Common Stock or the capital structure of the Company,
if required, the PSUs shall be adjusted or terminated in any manner as contemplated by Section 14 of the Plan.


 


11. 
Tax Liability and Withholding.


 


11.1  
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 PSUs 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 PSUs; provided, however, that no shares of Common Stock shall be withheld
with a value exceeding the minimum amount of tax required to be withheld by law; or


 


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


 


11.2  
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, vesting or settlement of the PSUs or the subsequent sale of any shares, and (b) does not commit
to structure the PSUs to reduce or eliminate the Grantee’s liability for Tax-Related Items.


 


12. 
Compliance with Law. The issuance and transfer of shares of Common Stock in connection with the PSUs 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.


 






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13. 
Notices. Any notice required to be delivered to the Company under this Agreement shall be in writing and addressed
to the Chief Financial Officer 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.


 


14. 
Governing Law. This Agreement will be construed and interpreted in accordance with the laws of the State of
Ohio 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. 
PSUs 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 PSUs 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 PSUs in this Agreement does not create any contractual right or other
right to receive any PSUs 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 PSUs, prospectively
or retroactively; provided, that, no such amendment shall adversely affect the Grantee’s material rights under this
Agreement without the Grantee’s consent.


 






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21. 
Section 162(m). All payments under this Agreement are intended to constitute “qualified performance-based
compensation” within the meaning of Section 162(m) of the Code. This Award shall be construed and administered in a manner
consistent with such intent.


 


22. 
Section 409A. This Agreement is intended to comply with Section 409A of the Code or an exemption thereunder
and shall be construed and interpreted in a manner that is consistent with the requirements for avoiding additional taxes or penalties
under Section 409A of the Code. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits
provided under this Agreement comply with Section 409A of the Code and in no event shall the Company be liable for all or any portion
of any taxes, penalties, interest or other expenses that may be incurred by the Grantee on account of non-compliance with Section
409A of the Code.


 


23. 
No Impact on Other Benefits. The value of the Grantee’s PSUs is not part of his or her normal or expected
compensation for purposes of calculating any severance, retirement, welfare, insurance or similar employee benefit.


 


24. 
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.


 


25. 
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 PSUs 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 vesting or settlement of
the PSUs or disposition of the underlying shares and that the Grantee has been advised to consult a tax advisor prior to such vesting,
settlement or disposition.


 


 


 


[SIGNATURE PAGE FOLLOWS]


 






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


 


	 	
        ROCKY BRANDS, INC.

         

	 	
        By: _____________________

         

        Name:

        Title:



 


	 	
        [________________________]

         

	 	
        By: _____________________

         

        Name:




 


 


 






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Exhibit
1


 


 


 






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