Exhibit 10.10


 


AMERICOLD REALTY TRUST


 


2010 EQUITY INCENTIVE PLAN


 


RESTRICTED STOCK UNIT AGREEMENT


 


Unless otherwise defined
herein, the terms defined in the Americold Realty Trust 2010 Equity Incentive
Plan (the “Plan”) shall have the same defined meanings in this Restricted Stock
Unit Agreement (the “Agreement”).


 


I.                                         NOTICE OF GRANT OF
RESTRICTED STOCK UNITS


 


Participant:


 


Address:


 


 


 


The above named
Participant has been granted Restricted Stock Units (the “Units”) with respect
to Common Shares of the Company, subject to the terms and conditions of the
Plan and this Agreement, as follows:


 


Grant Number:


 


Grant Date:


 


Vesting Date:


 


Number of Units:


 


Vesting Schedule:


 


Subject
to accelerated vesting as set forth in this Agreement or in the Plan, the Units
granted under this Agreement shall vest according to the following vesting
schedule, subject to Participant’s maintenance of his or her Eligible Status
from the Grant Date through the date such vesting is scheduled to occur:


 


20% of the Units
shall vest on each of the first, second, third, fourth, and fifth annual
anniversaries of the Vesting Date as provided above.


 


Settlement:


 


Subject to the terms and
conditions of this Agreement and the Plan, each vested Unit shall entitle
Participant to receive one Common Share, which shall be issued to Participant
as soon as practicable (but in any event no later than thirty (30) days)
following the date on which such Unit shall vest in accordance with this
Agreement.  No Common Shares shall be
issued to 


 


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Participant with
respect to the Units prior to the satisfaction of the vesting requirements with
respect to such Units.


 


Termination


 


Any unvested Units shall
expire on the date Participant’s Eligible Status is terminated for any or no
reason, or, if sooner, the date on which Participant ceases to be employed as
                       
             of the
Company, and Participant shall have no further rights with respect thereto.


 


II.                                     TERMS AND CONDITIONS OF
GRANT


 


1.                                       Grant of Units. 
The Committee hereby grants to the Participant named in Section I
herein these Units, subject to the terms and conditions of this Agreement and
the Plan, which is incorporated herein by reference.  These Units are granted in consideration of
Participant’s continued future services to the Company.  Subject to the terms and conditions of the
Plan and this Agreement, each Unit represents an unsecured promise of the
Company to deliver, and the right of Participant to receive, one Common Share
of the Company at the time set forth herein. 
As a holder of the Units, Participant has only the rights of a general
unsecured creditor of the Company.


 


2.                                       Vesting Schedule. 
Except as provided in Section II.3 of this Agreement, the Units
shall vest in accordance with the Vesting Schedule set forth in Section I
of this Agreement.  Any Units scheduled
to vest on a certain date or upon the occurrence of a certain condition shall
not vest in Participant in accordance with any of the provisions of this
Agreement unless Participant has maintained his or her Eligible Status from the
Grant Date through the date such vesting is scheduled to occur.


 


3.                                       Acceleration of Vesting. 
The Committee, in its discretion, may accelerate the vesting of some or
all of the unvested Units at any time, subject to the terms of the Plan.  If so accelerated, such Units shall be
considered as having vested as of the date or upon the occurrence of the
condition specified by the Committee.


 


4.                                       Additional Conditions to Issuance of
Stock.  No Common Shares shall be issued with respect
to the Units until such time as the Plan has been approved by the shareholders
of the Company.  No Common Shares shall
be issued with respect to the Units unless such issuance complies with all
applicable U.S. federal and state laws, the requirements of any stock exchange
or quotation system on which the Common Shares are listed or quoted, and the
applicable laws of any other jurisdiction where Awards are granted under the
Plan.  Without limiting the generality of
the foregoing, Participant shall make such representations and agreements as
may be required by the Company to ensure compliance with all such laws and
requirements.


 


5.                                       Standstill. 
Participant hereby agrees that, to the extent requested by the Company
or an Acquirer in connection with a firm commitment of an underwritten public
offering of securities of any of them, Participant will agree (a) not to
sell or otherwise Transfer any Common Shares acquired under the Plan for a
period of one hundred eighty (180) days (or such shorter or longer period as
the managing underwriter may require of the principal security 


 


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holders of the Company or Acquirer, as the case may
be) following the effective date of the registration statement filed with the
Securities and Exchange Commission in connection with such offering (the “Market
Standstill Period”), and (b) to execute such instruments as the managing
underwriter may reasonably require to evidence compliance with the
foregoing.  The Company may impose
stop-transfer instructions with respect to securities subject to the foregoing
restrictions until the end of such Market Standstill Period.


 


6.                                       Non-Transferability of Units. 
These Units may not be Transferred in any manner otherwise than by will
or the laws of descent or distribution, or pursuant to a domestic relations
order. In the event of Participant’s legal incapacity, any Common Shares
otherwise issuable with respect to these Units shall be issued to Participant’s
guardian or legal representative.  In the
case of Units Transferred pursuant to a domestic relations order, any Common
Shares otherwise issuable with respect to these Units shall be issued to the
transferee.  If Participant is deceased,
any Common Shares otherwise issuable with respect to the Units may be issued to
Participant’s designated beneficiary, or if no beneficiary survives
Participant, the administrator or executor of Participant’s estate.  In the event that Common Shares are issuable
with respect to the Units to any Person other than Participant in accordance
with this paragraph, any distribution or delivery to be made to Participant
under this Agreement shall be made to such Person, provided that such Person
must furnish the Company with (x) written notice of his or her status as
guardian, legal representative, transferee pursuant to a domestic relations
order, beneficiary, administrator, or executor, as applicable, and (y) evidence
satisfactory to the Company to establish the validity of the Transfer of the
Units to such Person and compliance with any laws or regulations pertaining to
said Transfer.  The terms of the Plan and
this Agreement shall be binding upon the executors, administrators, heirs,
successors, and assigns of Participant. 
Any attempt to Transfer the Units in violation of this Agreement or the
Plan shall render such Units null and void.


 


7.                                       Withholding of Taxes. 
Notwithstanding any contrary provision of this Agreement, no Common
Shares shall be issued to Participant with respect to the Units granted
hereunder unless and until Participant delivers to the Company the amount of
any Tax Withholding Liability which the Company determines must be withheld
with respect to such Common Shares (in United States dollars in cash or by bank
cashier’s check made payable to the Company’s order), or unless and until
Participant has made other satisfactory arrangements (as determined by the
Committee in its discretion) for payment of such amount.  Without limiting the generality of the
foregoing, to the extent determined appropriate by the Committee in its
discretion, it shall have the right (but not the obligation) to permit
Participant to satisfy such Tax Withholding Liability by (a) surrendering
Common Shares which have a Fair Market Value at the time such Common Shares are
surrendered equal to the amount of such Tax Withholding Liability, provided
that such Common Shares are not subject to any pledge or other security
interest, or (b) having the Company withhold from the Common Shares
otherwise deliverable to Participant a number of Common Shares with a Fair
Market Value equal to the amount of such Tax Withholding Liability (but no more
than the minimum required statutory withholding liability).


 


8.                                       Dividend Equivalents. 
During the period that Participant holds the Units prior to the date
such Units are settled, the Company shall credit to a non-interest bearing
account on its books for Participant, on each date that the Company pays a cash
dividend to holders of its Common Shares, an amount equal to the dollar amount
paid per Common Share for each Unit 


 


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held by Participant (the “Dividend Equivalents”).  The Dividend Equivalents shall be subject to
the same vesting schedule as the Units with respect to which such Dividend
Equivalents are credited, and in the event that any of the Units terminate or
are forfeited, the Dividend Equivalents credited to Participant’s account with
respect to such Units shall also be forfeited. 
The Company will cause the Dividend Equivalents with respect to each
Unit to be paid in cash at such time as such Unit is settled pursuant to Section I
of this Agreement, subject to any applicable withholding requirements.


 


9.                                       Tax Consequences. 
Participant acknowledges that (i) there may be adverse tax
consequences upon acquisition or disposition of the Units or the Common Shares
issued with respect to the Units, (ii) Participant should consult a tax
advisor with respect to the tax consequences of the Units. The Units granted
herein are intended to be “short-term deferrals” exempt from the requirements
of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”),
and the Units and this Agreement shall be interpreted in a manner consistent
with such intent.  However, Participant
is solely responsible for determining the tax consequences of the Units and for
Participant’s taxes, interest, penalties and other costs with respect to the
Units (including but not limited to any additional tax or interest imposed
under Section 409A of the Code).


 


10.                                 Rights as Shareholder. 
Except as otherwise provided in Section II.8 hereof, neither
Participant nor any Person claiming under or through Participant shall have any
of the rights or privileges of a holder of Common Shares with respect to the
Common Shares deliverable with respect to these Units unless and until such
Common Shares have been issued in accordance with Section I of this
Agreement, recorded on the records of the Company or its transfer agents or
registrars, and delivered to Participant. 
After such issuance, recordation, and delivery, Participant shall have
all the rights of a shareholder of the Company, including without limitation
the right to vote and the right to receive dividends and distributions on such
Common Shares.


 


11.                                 No Guarantee of Continued Employment or
Service.  PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE
VESTING OF THESE UNITS PURSUANT TO THE VESTING SCHEDULE HEREOF IS EARNED ONLY
BY CONTINUING IN AN ELIGIBLE STATUS AT THE WILL OF THE COMPANY OR A SUBSIDIARY,
AND NOT THROUGH THE ACT OF BEING HIRED OR BEING GRANTED THESE UNITS.  PARTICIPANT FURTHER ACKNOWLEDGES AND AGREES
THAT THE PLAN, THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER, AND THE
VESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED
PROMISE OF CONTINUED EMPLOYMENT OR ENGAGEMENT FOR THE VESTING PERIOD, FOR ANY
PERIOD, OR AT ALL, AND SHALL NOT INTERFERE IN ANY WAY WITH PARTICIPANT’S RIGHT
OR THE COMPANY’S (OR A SUBSIDIARY’S) RIGHT TO TERMINATE PARTICIPANT’S RELATIONSHIP
WITH THE COMPANY OR ITS SUBSIDIARY AT ANY TIME, WITH OR WITHOUT CAUSE.


 


12.                                 Address for Notices. 
Any notice to be given to the Company under the terms of this Agreement
shall be in writing and shall be (a) delivered personally to the Person to
whom such notice is directed, or (b) sent by facsimile, recognized
overnight courier service or registered or certified mail, return receipt
requested, postage prepaid, addressed to the Company 


 


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at 10 Glenlake Parkway, Suite 800, South Tower,
Atlanta, GA 30328, Attn: General Counsel, or to the notice address determined
in accordance with the Company’s charter documents.


 


13.                                 Electronic Delivery. 
The Company may, in its sole discretion, decide to deliver any documents
related to Awards granted under the Plan by electronic means or request
Participant’s consent to participate in the Plan by electronic means.  Participant hereby consents to receive such
documents by electronic delivery and agrees to participate in the Plan through
any on-line or electronic system established and maintained by the Company or a
third party designated by the Company.


 


14.                                 Plan Governs. 
This Agreement is subject to all terms and provisions of the Plan.  In the event of a conflict between one or
more provisions of this Agreement and one or more provisions of the Plan, the
provisions of the Plan shall govern. 
Capitalized terms used but not defined in this Agreement shall have the
meaning set forth in the Plan.


 


15.                                 Amendment, Suspension, or Discontinuance
of the Plan.  Participant understands that the Plan is
discretionary in nature and may be amended, altered, suspended, discontinued or
terminated by the Board at any time.


 


16.                                 Successors and Assigns. 
The Company may assign any of its rights under this Agreement to single
or multiple assignees, and this Agreement shall inure to the benefit of the
successors and assigns of the Company. 
Subject to the restrictions on Transfer herein set forth, this Agreement
shall be binding upon Participant and his or her heirs, executors,
administrators, successors, and assigns.


 


17.                                 Committee Authority. 
Subject to the limitations of the Plan, this Agreement, and applicable
law, the Committee shall have the power to (a) establish, amend and
rescind rules and regulations relating to the Plan (including, but not
limited to, the determination of whether or to what degree the Units have
vested); (b) construe and interpret the terms of the Plan and this
Agreement; (c) modify the terms and conditions of the Plan or this
Agreement to the extent necessary or advisable to effectuate the purpose of the
Plan as a result of any changes in the tax, accounting, or securities law
treatment of the Plan, this Agreement, these Units, or the Common Shares; (d) correct
any defect, supply any omission, or reconcile any inconsistency in the Plan or
this Agreement in the manner and to the extent the Committee shall deem
desirable to carry the Plan into effect; and (e) make all other
determinations and take any other actions that the Committee deems necessary or
advisable for the administration and interpretation of the Plan and this
Agreement.  All actions taken and all
designations, determinations, interpretations, and other decisions made by the
Committee in good faith under or with respect to the Plan or this Agreement
shall be final and binding upon Participant, the Company, and all other
interested Persons.  No member of the
Committee shall be liable to any Person for any such action taken or
determination made in good faith with respect to the Plan or this Agreement.


 


18.                                 Interpretation. 
Any dispute regarding the interpretation of this Agreement shall be
submitted by Participant or by the Company forthwith to the Committee, which
shall review such dispute at its next regular meeting.  The resolution of such a dispute by the
Committee made in good faith shall be final and binding upon Participant, the
Company, and all other interested Persons.


 


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19.                                 Headings.  Headings are
given to the Sections, paragraphs and other subdivisions of this Agreement
solely as a convenience to facilitate reference.  Such headings shall not be deemed in any way
material or relevant to the construction or interpretation of this Agreement or
any provision thereof.


 


20.                                 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 the
Plan or these Units under any law deemed applicable by the Committee, such provision
shall be construed or deemed amended to conform to applicable laws, or if
cannot be so construed or deemed amended without, in the determination of the
Committee, materially altering the intent of the Plan or this Agreement, such
provision shall be stricken as to such jurisdiction, and the remainder of this
Agreement shall remain in full force and effect.


 


21.                                 Entire Agreement. 
This Agreement and the Plan as incorporated by reference constitute the
entire agreement of the parties with respect to the subject matter hereof and
supersede in their entirety all prior undertakings and agreements of the
Company and Participant with respect to the subject matter hereof, and may not
be modified adversely to Participant’s interest without the written consent of
Participant.  Participant expressly
warrants that he or she is not accepting this Agreement in reliance on any
promises, representations, or inducements other than those contained herein.


 


22.                                 Governing Law. The validity, construction, and effect
of this Agreement will be determined in accordance with the laws of the State
of Georgia and applicable federal law without regard to principles of conflicts
of law.


 


23.                                 Resolution of Disputes. 
Except as otherwise provided in the Plan or this Agreement, any dispute
arising under the Plan or this Agreement shall be submitted to arbitration
before a single arbitrator in Atlanta, Georgia, in accordance with the then
current Employment Arbitration Rules and Mediation Procedures of the
American Arbitration Association (or any successor organization), unless
otherwise required by law.  The award in
any such arbitration shall be final and binding on the parties, and judgment
upon such award may be entered in any federal or state court having
jurisdiction.  The arbitrator, in his or
her sole discretion, may determine that there is a prevailing party or parties
in the arbitration and, if so, the arbitrator, in his or her sole discretion,
to the extent permitted by law, may determine that the costs of the arbitration
proceedings, including reasonable attorneys’ fees, that would otherwise be
borne by such party(ies) shall be borne by the other party(ies).


 


[Signatures appear on next page.]


 


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Participant acknowledges
receipt of a copy of the Plan and represents that he or she is familiar with
the terms and provisions thereof, and hereby accepts these Units subject to all
of the terms and provisions thereof. 
Participant has reviewed the Plan and this Agreement in their entirety,
has had an opportunity to obtain the advice of counsel prior to executing this
Agreement, and fully understands all provisions of the Plan and this
Agreement.  Participant hereby agrees to
notify the Company upon any change in the residence address indicated
below.  Participant further agrees to
accept as binding, conclusive, and final all decisions or interpretations of
the Committee upon any questions arising under the Plan or this Agreement.


 


PARTICIPANT FURTHER AGREES
THAT, PURSUANT TO SECTION II.23 OF THIS AGREEMENT, ANY DISPUTE ARISING
UNDER THE PLAN OR THIS AGREEMENT SHALL BE SUBMITTED TO ARBITRATION BEFORE A
SINGLE ARBITRATOR IN ATLANTA, GEORGIA, IN ACCORDANCE WITH THE THEN CURRENT
EMPLOYMENT ARBITRATION RULES AND MEDIATION PROCEDURES OF THE AMERICAN
ARBITRATION ASSOCIATION (OR ANY SUCCESSOR ORGANIZATION), UNLESS OTHERWISE
REQUIRED BY LAW; THAT THE AWARD IN ANY SUCH ARBITRATION SHALL BE FINAL AND
BINDING ON THE PARTIES; THAT JUDGMENT UPON SUCH AWARD MAY BE ENTERED IN
ANY FEDERAL OR STATE COURT HAVING JURISDICTION; AND THAT THE ARBITRATOR, IN HIS
OR HER SOLE DISCRETION, MAY DETERMINE THAT THERE IS A PREVAILING PARTY OR
PARTIES IN THE ARBITRATION AND, IF SO, THE ARBITRATOR, IN HIS OR HER SOLE
DISCRETION, TO THE EXTENT PERMITTED BY LAW, MAY DETERMINE THAT THE COSTS
OF THE ARBITRATION PROCEEDINGS, INCLUDING REASONABLE ATTORNEYS’ FEES, THAT
WOULD OTHERWISE BE BORNE BY SUCH PARTY(IES) SHALL BE BORNE BY THE OTHER
PARTY(IES).


 


 


	
  PARTICIPANT

  	
  AMERICOLD REALTY
  TRUST

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Title

  
	
   

  	
   

  
	
   

  	
   

  
	
  Address:

  	
  Address:

  Americold Realty Trust

  10 Glenlake Parkway

  Suite 800, South Tower

  Atlanta, GA
  30328

  
			



 


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