EX-10.2





 Exhibit 10.2 

ARRAY TECHNOLOGIES, INC. 

2020 LONG-TERM INCENTIVE PLAN 

RESTRICTED STOCK UNIT GRANT NOTICE 

Pursuant to the terms and conditions of the Array Technologies, Inc. 2020 Long-Term Incentive Plan, as amended from time to time (the
“Plan”), Array Technologies, Inc., a Delaware corporation (the “Company”), hereby grants to the individual listed below (“you” or the “Participant”)
the number of restricted stock units (the “RSUs”) set forth below. This award of RSUs (this “Award”) is subject to the terms and conditions set forth herein and in the Restricted Stock Unit
Agreement attached hereto as Exhibit A (the “Agreement”), which is incorporated herein by reference. Capitalized terms used but not defined herein shall have the meanings set forth in the Plan. 

 

			
	Type of Award:	  	Restricted Stock Units
		
	Participant:	  	
		
	Date of Grant:	  	
		
	 Total Number of
 Restricted Stock
Units:
	  	
		
	Vesting Schedule:	  	Subject to Sections 2(b), 2(c) and 5 of the Agreement, the Plan and the other terms and conditions set forth herein, the RSUs shall vest according to the following schedule, so long as you remain continuously
employed by the Company or an Affiliate from the Date of Grant through each such vesting date:

  

			
	 Vesting Date
	  	 Number of

RSUs That Vest

		  	
		  	
		  	

 By your signature below, you agree to be bound by the terms and conditions of the Plan, the Agreement and this
Restricted Stock Unit Grant Notice (this “Grant Notice”). You acknowledge that you have reviewed the Agreement, the Plan and this Grant Notice in their entirety and fully understand all provisions of the Agreement, the Plan
and this Grant Notice. You hereby agree to accept as binding, conclusive and final all decisions or interpretations of the Committee regarding any questions or determinations that arise under the Agreement, the Plan or this Grant Notice. This Grant
Notice may be executed in one or more counterparts (including portable document format (.pdf) and facsimile counterparts), each of which shall be deemed to be an original, but all of which together shall constitute one and the same agreement. 












 Notwithstanding any provision of this Grant Notice or the Agreement, if you have not executed this Grant
Notice within 90 days following the Date of Grant set forth above, you will be deemed to have accepted this Award, subject to all of the terms and conditions of this Grant Notice, the Agreement and the Plan. 

[Signature Page Follows] 

  
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 IN WITNESS WHEREOF, the Company has caused this Grant Notice to be executed by an
officer thereunto duly authorized, and the Participant has executed this Grant Notice, effective for all purposes as provided above. 
  

	
	ARRAY TECHNOLOGIES, INC.
	
	By:
	Name:
	Title:
	
	PARTICIPANT
	
	Name: [●]


 SIGNATURE PAGE TO 

RESTRICTED STOCK UNIT GRANT NOTICE 












 EXHIBIT A 

RESTRICTED STOCK UNIT AGREEMENT 

This Restricted Stock Unit Agreement (together with the Grant Notice to which this Agreement is attached,
this “Agreement”) is made as of the Date of Grant set forth in the Grant Notice to which this Agreement is attached by and between Array Technologies, Inc., a Delaware corporation (the “Company”),
and                                
(the “Participant”). Capitalized terms used but not specifically defined herein shall have the meanings specified in the Plan or the Grant Notice. 

1.    Award. Effective as of the Date of Grant set forth in the Grant Notice (the
“Date of Grant”), the Company hereby grants to the Participant the number of RSUs set forth in the Grant Notice on the terms and conditions set forth in the Grant Notice, this Agreement and the Plan, which is incorporated
herein by reference as a part of this Agreement. In the event of any inconsistency between the Plan and this Agreement, the terms of the Plan shall control. To the extent vested, each RSU represents the right to receive one Share, subject to the
terms and conditions set forth in the Grant Notice, this Agreement and the Plan. Unless and until the RSUs have become vested in the manner set forth in the Grant Notice, the Participant will have no right to receive any Shares or other payments in
respect of the RSUs. Prior to settlement of this Award, the RSUs and this Award represent an unsecured obligation of the Company, payable only from the general assets of the Company. 

2.    Vesting of RSUs. 

(a)    Except as otherwise set forth in Sections 2(b), 2(c) and 5, the RSUs shall vest in
accordance with the vesting schedule set forth in the Grant Notice. Unless and until the RSUs have vested in accordance with such vesting schedule, the Participant will have no right to receive any dividends or other distribution with respect
to the RSUs. Upon the Participant’s Termination of Service prior to the vesting of all of the RSUs (but after giving effect to any accelerated vesting pursuant to Sections 2(b) and 2(c)), any unvested RSUs (and all rights arising
from such RSUs and from being a holder thereof) will terminate automatically without any further action by the Company and will be forfeited without further notice and at no cost to the Company. 

(b)    Notwithstanding anything in the Grant Notice, this Agreement or the Plan to the contrary, subject to
Section 11, the RSUs that would have vested on the next vesting date shall immediately become vested upon the Participant’s Termination of Service (i) by the Company or an Affiliate without Cause or (ii) by
the Participant for Good Reason (if defined in the Participant’s employment agreement or offer letter with the Company or an Affiliate). 

(c)    Notwithstanding anything in the Grant Notice, this Agreement or the Plan to the contrary, subject to
Section 11, the RSUs shall immediately become fully vested upon the Participant’s Termination of Service (i) due to the Participant’s death or Disability, or (ii) within two years following a Change in
Control, by the Company or an Affiliate without Cause or by the Participant for Good Reason. 

  
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 3.    Dividend Equivalents. In the event that the
Company declares and pays a dividend in respect of its outstanding Shares and, on the record date for such dividend, the Participant holds RSUs granted pursuant to this Agreement that have not been settled, the Company shall record the amount of
such dividend in a bookkeeping account and pay to the Participant an amount in cash equal to the cash dividends the Participant would have received if the Participant was the holder of record, as of such record date, of a number of Shares equal to
the number of RSUs held by the Participant that have not been settled as of such record date, such payment to be made on the date on which such RSUs are settled in accordance with Section 4 (the “Dividend
Equivalents”). For purposes of clarity, if the RSUs (or any portion thereof) are forfeited by the Participant pursuant to the terms of this Agreement, then the Participant shall also forfeit the Dividend Equivalents, if any, accrued
with respect to such forfeited RSUs. No interest will accrue on the Dividend Equivalents between the declaration and payment of the applicable dividends and the settlement of the Dividend Equivalents. 

4.    Settlement of RSUs. As soon as administratively practicable following the vesting of RSUs
pursuant to Section 2, but in no event later than 30 days after such vesting date, the Company shall deliver to the Participant a number of Shares equal to the number of RSUs subject to this Award. All Shares issued
hereunder shall be delivered either by delivering one or more certificates for such shares to the Participant or by entering such shares in book-entry form, as determined by the Committee in its sole discretion. The value of Shares shall not bear
any interest owing to the passage of time. Neither this Section 4 nor any action taken pursuant to or in accordance with this Agreement shall be construed to create a trust or a funded or secured obligation of any kind.

 5.    Restrictive Covenants. Notwithstanding any provision in this Agreement or the Plan to the
contrary, in the event the Committee determines that Participant has failed to abide by the provisions of any confidentiality, non-competition or non-solicitation
covenant in any agreement by and between the Company or any Affiliate and Participant, then all RSUs that have not been settled as of the date of such determination (and all rights arising from such RSUs and from being a holder thereof) will
terminate automatically without any further action by the Company and will be forfeited without further notice and at no cost to the Company. 

6.    Tax Withholding. To the extent that the receipt, vesting or settlement of this Award results in
compensation income or wages to the Participant for federal, state, local and/or foreign tax purposes, the Participant shall make arrangements satisfactory to the Company regarding the payment of, any income tax, social insurance contribution or
other applicable taxes that are required to be withheld in respect of this Award, which arrangements include the delivery of cash or cash equivalents, Shares (including previously owned Shares (which is not subject to any pledge or other security
interest), net settlement, a broker-assisted sale, or other cashless withholding or reduction of the amount of shares otherwise issuable or delivered pursuant to this Award), other property, or any other legal consideration the Committee deems
appropriate. If such tax obligations are satisfied through net settlement or the surrender of previously owned Shares, the maximum number of Shares that may be so withheld (or surrendered) shall be the number of Shares that have an aggregate Fair
Market Value on the date of withholding or surrender equal to the aggregate amount of such tax liabilities determined based on the greatest withholding rates for federal, state, local and/or foreign tax purposes, including payroll taxes, that may be
utilized without creating adverse accounting treatment for the Company with respect to this Award, as 

  
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determined by the Committee. Any fraction of a Share required to satisfy such tax obligations shall be disregarded and the amount due shall be paid instead in cash to the Participant. The
Participant acknowledges that there may be adverse tax consequences upon the receipt, vesting or settlement of this Award or disposition of the underlying shares and that the Participant has been advised, and hereby is advised, to consult a tax
advisor. The Participant represents that the Participant is in no manner relying on the Board, the Committee, the Company or an Affiliate or any of their respective managers, directors, officers, employees or authorized representatives (including
attorneys, accountants, consultants, bankers, lenders, prospective lenders and financial representatives) for tax advice or an assessment of such tax consequences. 

7.    Employment Relationship. For purposes of this Agreement, Participant shall be considered to be
employed by the Company or an Affiliate as long as Participant remains an employee of any of the Company, an Affiliate or a corporation or other entity (or a parent or subsidiary of such corporation or other entity) assuming or substituting a new
award for this Award. 

8.    Non-Transferability. During the lifetime of the
Participant, the RSUs may not be sold, pledged, assigned or transferred in any manner other than by will or by the laws of descent and distribution, unless and until the Shares underlying the RSUs have been issued, and all restrictions applicable to
such shares have lapsed. Neither the RSUs nor any interest or right therein shall be liable for the debts, contracts or engagements of the Participant or his or her successors in interest or shall be subject to disposition by transfer, alienation,
anticipation, pledge, 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, except to the extent that such disposition is permitted by the preceding sentence. 

9.    Compliance with Applicable Law. Notwithstanding any provision of this Agreement to the
contrary, the issuance of Shares hereunder will be subject to compliance with all applicable requirements of applicable law with respect to such securities and with the requirements of any stock exchange or market system upon which the Common Stock
may then be listed. No Shares will be issued hereunder if such issuance would constitute a violation of any applicable law or regulation or the requirements of any stock exchange or market system upon which the Shares may then be listed. In
addition, Shares will not be issued hereunder unless (a) a registration statement under the Securities Act is in effect at the time of such issuance with respect to the shares to be issued or (b) in the opinion of legal counsel to the
Company, the shares to be issued are permitted to be issued in accordance with the terms of an applicable exemption from the registration requirements of the Securities Act. The inability of the Company to obtain from any regulatory body having
jurisdiction the authority, if any, deemed by the Company’s legal counsel to be necessary for the lawful issuance and sale of any Shares hereunder will relieve the Company of any liability in respect of the failure to issue such shares as to
which such requisite authority has not been obtained. As a condition to any issuance of Shares hereunder, the Company may require the Participant to satisfy any requirements that may be necessary or appropriate to evidence compliance with any
applicable law or regulation and to make any representation or warranty with respect to such compliance as may be requested by the Company. 

  
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 10.    Rights as a Stockholder. The Participant
shall have no rights as a stockholder of the Company with respect to any Shares that may become deliverable hereunder unless and until the Participant has become the holder of record of such Shares, and no adjustments shall be made for dividends in
cash or other property, distributions or other rights in respect of any such Shares, except as otherwise specifically provided for in the Plan or this Agreement. 

11.    Execution of Receipts and Releases. Any issuance or transfer of Shares or other property to
the Participant or the Participant’s legal representative, heir, legatee or distributee, in accordance with this Agreement shall be in full satisfaction of all claims of such Person hereunder. As a condition precedent to such payment or
issuance, the Company may require the Participant or the Participant’s legal representative, heir, legatee or distributee to execute (and not revoke within any time provided to do so) a release and receipt therefor in such form as it shall
determine appropriate; provided, however, that any review period under such release will not modify the date of settlement with respect to vested RSUs. 

12.    No Right to Continued Employment, Service or Awards. Nothing in the adoption of the Plan, nor
the award of the RSUs thereunder pursuant to the Grant Notice and this Agreement, shall confer upon the Participant the right to continued employment by, or a continued service relationship with, the Company or any Affiliate, or any other entity, or
affect in any way the right of the Company or any such Affiliate, or any other entity to terminate such employment or other service relationship at any time. The grant of the RSUs is a one-time benefit and
does not create any contractual or other right to receive a grant of Awards or benefits in lieu of Awards in the future. Any future Awards will be granted at the sole discretion of the Company. 

13.    Notices. All notices and other communications under this Agreement shall be in writing and
shall be delivered to the parties at the following addresses (or at such other address for a party as shall be specified by like notice): 

If to the Company, unless otherwise designated by the Company in a written notice to the Participant (or other holder): 

Array Technologies, Inc. 

Attn: General Counsel and Chief Legal Officer 

3901 Midway Place NE 

Albuquerque, New Mexico 87109 

If to the Participant, at the Participant’s last known address on file with the Company. 

Any notice that is delivered personally or by overnight courier or telecopier in the manner provided herein shall be deemed to have been duly given to the
Participant when it is mailed by the Company or, if such notice is not mailed to the Participant, upon receipt by the Participant. Any notice that is addressed and mailed in the manner herein provided shall be conclusively presumed to have been
given to the party to whom it is addressed at the close of business, local time of the recipient, on the fourth day after the day it is so placed in the mail. 

  
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 14.    Consent to Electronic Delivery;
Electronic Signature. In lieu of receiving documents in paper format, the Participant agrees, to the fullest extent permitted by law, to accept electronic delivery of any documents that the Company may be required to deliver
(including, but not limited to, prospectuses, prospectus supplements, grant or award notifications and agreements, account statements, annual and quarterly reports and all other forms of communications) in connection with this and any other Award
made or offered by the Company. Electronic delivery may be via a Company electronic mail system or by reference to a location on a Company intranet to which the Participant has access. The Participant hereby consents to any and all procedures the
Company has established or may establish for an electronic signature system for delivery and acceptance of any such documents that the Company may be required to deliver, and agrees that his or her electronic signature is the same as, and shall have
the same force and effect as, his or her manual signature. 
 15.    Agreement to Furnish
Information. The Participant agrees to furnish to the Company all information requested by the Company to enable it to comply with any reporting or other requirement imposed upon the Company by or under any applicable statute or regulation.

 16.    Entire Agreement; Amendment. This Agreement constitutes the entire agreement of the
parties with regard to the subject matter hereof, and contains all the covenants, promises, representations, warranties and agreements between the parties with respect to the RSUs granted hereby; provided ̧ however, that the terms of this
Agreement shall not modify and shall be subject to the terms and conditions of any employment, consulting and/or severance agreement between the Company (or an Affiliate or other entity) and the Participant in effect as of the date a determination
is to be made under this Agreement. Without limiting the scope of the preceding sentence, except as provided therein, all prior understandings and agreements, if any, among the parties hereto relating to the subject matter hereof are hereby null and
void and of no further force and effect. The Committee may, in its sole discretion, amend this Agreement from time to time in any manner that is not inconsistent with the Plan; provided, however, that except as otherwise provided in the Plan or this
Agreement, any such amendment that impairs the rights of the Participant shall be effective only if it is in writing and signed by both the Participant and an authorized officer of the Company. 

17.    Severability and Waiver. If a court of competent jurisdiction determines that any provision of
this Agreement is invalid or unenforceable, then the invalidity or unenforceability of such provision shall not affect the validity or enforceability of any other provision of this Agreement, and all other provisions shall remain in full force and
effect. Waiver by any party of any breach of this Agreement or failure to exercise any right hereunder shall not be deemed to be a waiver of any other breach or right. The failure of any party to take action by reason of such breach or to exercise
any such right shall not deprive the party of the right to take action at any time while or after such breach or condition giving rise to such rights continues. 

18.    Company Recoupment of Awards. A Participant’s rights with respect to this Award shall in
all events be subject to (a) any right that the Company may have under any Company recoupment policy or other agreement or arrangement with a Participant, or (ii) any right or obligation that the Company may have regarding the clawback of
“incentive-based compensation” under Section 10D of the Exchange Act and any applicable rules and regulations promulgated thereunder form time to time by the U.S. Securities and Exchange Commission. 

  
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 19.    Governing Law. THIS AGREEMENT SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED THEREIN, EXCLUSIVE OF THE CONFLICT OF LAWS PROVISIONS OF DELAWARE LAW. 

20.    Successors and Assigns. The Company may assign any of its rights under this Agreement without
the Participant’s consent. 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 and in the Plan, this Agreement will be binding upon
the Participant and the Participant’s beneficiaries, executors, administrators and the Person(s) to whom the RSUs may be transferred by will or the laws of descent or distribution. 

21.    Headings; References; Interpretation. Headings are for convenience only and are not deemed to
be part of this Agreement. The words “hereof,” “herein” and “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this
Agreement. All references herein to Sections shall, unless the context requires a different construction, be deemed to be references to the Sections of this Agreement. The word “or” as used herein is not exclusive and is deemed to have the
meaning “and/or.” All references to “including” shall be construed as meaning “including without limitation.” Unless the context requires otherwise, all references herein to a law, agreement, instrument or other
document shall be deemed to refer to such law, agreement, instrument or other document as amended, supplemented, modified and restated from time to time to the extent permitted by the provisions thereof. All references to “dollars” or
“$” in this Agreement refer to United States dollars. Whenever the context may require, any pronouns used herein shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns and pronouns shall include
the plural and vice versa. Neither this Agreement nor any uncertainty or ambiguity herein shall be construed or resolved against any party hereto, whether under any rule of construction or otherwise. On the contrary, this Agreement has been reviewed
by each of the parties hereto and shall be construed and interpreted according to the ordinary meaning of the words used so as to fairly accomplish the purposes and intentions of the parties hereto. 

22.    Counterparts. The Grant Notice may be executed in one or more counterparts, each of which
shall be deemed an original and all of which together shall constitute one instrument. Delivery of an executed counterpart of the Grant Notice by facsimile or portable document format (.pdf) attachment to electronic mail shall be effective as
delivery of a manually executed counterpart of the Grant Notice. 
 23.    Section 409A.
Notwithstanding anything herein or in the Plan to the contrary, the RSUs granted pursuant to this Agreement are intended to be exempt from the applicable requirements of Section 409A of the Code and shall be limited, construed and interpreted
in accordance with such intent. Nevertheless, to the extent that the Committee determines that the RSUs may not be exempt from Section 409A of the Code, then, if the Participant is deemed to be a “specified employee” within the
meaning of Section 409A of the Code, as determined by the Committee, at a time when the Participant becomes eligible for settlement of the RSUs upon his “separation from service” within the meaning of Section 409A of the Code,
then to the extent necessary to prevent any accelerated or additional tax under Section 409A of the Code, such settlement will be delayed until the earlier of: (a) the date that is six months following the


  
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Participant’s separation from service and (b) the Participant’s death. Notwithstanding the foregoing, the Company and its Affiliates make no representations that the RSUs provided
under this Agreement are exempt from or compliant with Section 409A of the Code and in no event shall the Company or any Affiliate be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the
Participant on account of non-compliance with Section 409A of the Code. 
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