Exhibit
10.22


 


Americold Realty Trust


2008 EQUITY INCENTIVE PLAN


 


ARTICLE I


GENERAL


 


1.             Purpose and Overview.  This equity incentive plan, which shall be
known as the “Americold Realty Trust 2008 Equity Incentive Plan” (but referred
to herein as the “Plan”), has been adopted by Americold Realty Trust, a
Maryland real estate investment trust (the “Company”), to enable the Company
and its Subsidiaries to attract and retain qualified personnel for positions of
substantial responsibility and to provide additional incentive to employees,
trustees and other service providers by providing them with an opportunity for
investment in the Company.  The Plan
authorizes the Company’s Board of Trustees (the “Board”) or a committee
appointed by the Board to make Awards consisting of Options and/or Stock
Appreciation Rights with respect to the Company’s Common Shares to certain
Eligible Participants, on the terms and conditions more specifically described
herein.


 


This
Article I sets forth certain terms and conditions of general application
under the Plan, including eligibility requirements, the nature of Awards, and
the aggregate limitations on Awards.  Article II
sets forth certain terms and conditions specifically applicable to Options and
Stock Appreciation Rights awarded under the Plan.  Article III sets forth certain terms and
conditions specifically applicable to any Common Shares acquired under the
Plan.  Finally, Article IV sets
forth certain additional miscellaneous terms and conditions.


 


2.             Definitions.  Capitalized terms not otherwise defined
herein have the meanings given such terms in Exhibit A attached
hereto and incorporated herein by this reference.


 


3.             Administration.  The Plan shall be administered and
interpreted by the Board, the Compensation and Nominating Committee of the
Board, if any, or such other committee of the Board which shall be appointed by
and serve at the pleasure of the Board for the express purpose of administering
and interpreting the Plan. (The Board or committee administering the Plan shall
be referred to herein as the “Administrator.”) 
Subject to the express terms and conditions hereof and applicable laws, rules and
regulations, the Administrator is authorized to establish, amend and rescind rules and
regulations relating to the Plan, to approve forms of agreements under the
Plan, to construe and interpret the terms of the Plan and Awards made pursuant
to the Plan, and to make all other determinations necessary or advisable for
the administration and interpretation of the Plan and Awards made pursuant to
the Plan, and all such actions taken or determinations made in good faith shall
be final and binding on all parties. 
Without limiting the generality of the foregoing, and subject to the
express terms and conditions hereof, the Administrator may modify the terms and
conditions of the Plan or of any Awards granted hereunder 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 or
any instruments issued hereunder.


 


4.             Eligibility.  The Administrator may make Awards under the
Plan only to persons who, at the time of such Awards, are officers, trustees,
employees, consultants, advisers or other bona fide
service providers with respect to the Company or any Subsidiary (each such
person an “Eligible Participant” in an “Eligible Status”).  The Administrator shall select, upon the
recommendation of the Board or upon the Administrator’s own initiative,
Eligible Participants to whom the making of Awards would, in the opinion of the
Administrator, further the Plan’s purpose. 
(Each recipient of an Award hereunder, including any permitted
transferee, shall be referred to herein as a “Participant.”)


 


The
adoption of this Plan shall not be deemed to give any Eligible Participant any
right to be selected for an Award hereunder. 
In addition, nothing contained in this Plan or in any applicable Award
Agreement shall confer upon any Eligible Participant or Participant any right
to continue in an Eligible Status with the Company or any Subsidiary or in any
way affect the Company’s or any Subsidiary’s right to terminate such person’s
Eligible Status without prior notice at any time for any or no reason.


 


5.             Awards; Award Agreement.  Subject to the limitations set forth in Section I.6,
the Administrator may grant to any Eligible Participant one or more awards
(each an “Award”) consisting of options (“Options”) and/or stock appreciation
rights (“Stock Appreciation Rights” or “SARs”) with respect to shares of the
Company’s common stock (“Common Shares”). 
An Award shall be considered as granted hereunder only after its
authorization, including all material terms thereof, by the Administrator.  Each Award shall be evidenced by an agreement
(an “Award Agreement”), executed by the Participant and the Company, which
Award Agreement shall (i) include such terms as are expressly required by
the Plan, including without limitation terms required by Section II.2, (ii) incorporate
all provisions of the Plan by reference, and (iii) include such other
terms and conditions not inconsistent with the Plan, as may be determined by
the Administrator in its sole discretion.


 


6.             Award Pool.  The maximum aggregate number of shares of
Common Shares that may be subject to, or (without duplication) delivered
pursuant to, Awards granted under the Plan is 2,800,014 (the “Award Pool”).  No more than 2,800,014 shares of Common
Shares may be delivered in the aggregate pursuant to the exercise of Incentive
Stock Options granted under the Plan. 
The Common Shares subject to or delivered pursuant to Awards granted
under the Plan may be authorized but unissued, or reacquired Common Shares. Any
Common Shares related to Awards that terminate without issuance of Common
Shares or to Awards that are settled in or repurchased for cash; any Common
Shares issued hereunder that are reacquired by the Company by repurchase,
forfeited by the Participant, or surrendered in payment of the Exercise Price
of an Option or any Tax Withholding Liability; and any Common Shares otherwise
issuable pursuant to an Award that are withheld for payment of the Exercise
Price of an Option or any Tax Withholding Liability shall again be available
for grant under the Plan (except that such Common Shares shall not again be available
for grants of Incentive Stock Options under the Plan).


 


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ARTICLE II


OPTIONS AND STOCK
APPRECIATION RIGHTS


 


1.             General; Incentive or
Nonqualified Stock Options.  Each Award granted under the Plan shall be
subject to the terms and conditions set forth in this Article II, and to
such other terms and conditions not inconsistent with the Plan as may be
reflected in the applicable Award Agreement. 
The Administrator may, in its discretion, grant Options designated as “Incentive
Stock Options,” which comply with the provisions of Section 422 of the
Code or any successor statutory provision, or “Nonqualified Stock Options.”  Any Options awarded hereunder shall be
Nonqualified Stock Options unless the applicable Award Agreement expressly
states that the Option is intended to be an Incentive Stock Option.  Incentive Stock Options shall be granted only
to Eligible Participants who are employees of the Company or of a Subsidiary
that is a “subsidiary corporation” within the meaning of Section 424(f) of
the Code, and no Incentive Stock Option shall be granted to any Eligible
Participant who is ineligible to receive an Incentive Stock Option under the
Code.  No Option shall be treated as an
Incentive Stock Option unless the Plan has been approved by the shareholders of
the Company within twelve (12) months after the Plan is adopted and in a manner
intended to comply with the shareholder approval requirements of Section 422(b)(1) of
the Code, provided that any Option intended to be
an Incentive Stock Option shall not fail to be effective solely on account of a
failure to obtain such approval, but rather such Option shall be treated as a
Nonqualified Stock Option unless and until such approval is obtained.  In the case of an Incentive Stock Option, the
terms and conditions of such grant shall be subject to and comply with such rules as
may be prescribed by Section 422 of the Code.  If for any reason an Option intended to be an
Incentive Stock Option (or any portion thereof) shall not qualify as an
Incentive Stock Option, then, to the extent of such nonqualification, such
Option or portion thereof shall be regarded as a Nonqualified Stock Option
appropriately granted under the Plan. 
Notwithstanding any designation of Options as Incentive Stock Options,
to the extent that the aggregate Fair Market Value of Common Shares with
respect to which Incentive Stock Options granted to a particular individual
become exercisable for the first time during any calendar year (under the Plan
and all other stock option plans of the Company or its parent or subsidiary
corporations within the meaning of Section 424(f) of the Code)
exceeds $100,000, such Options shall be treated as Nonqualified Stock
Options.  For purposes of the preceding sentence,
Incentive Stock Options shall be taken into account in the order in which they
were granted, and the Fair Market Value of the Common Shares shall be
determined as of the Grant Date of the Option to which such Common Shares are
subject.


 


2.             Award Agreement.  Each Award Agreement granting an Option to a
Participant hereunder shall specify, in addition to the other matters required
or permitted to be specified therein, (i) the total number of Common
Shares that may be acquired by such Participant pursuant to such Option, (ii) the
Exercise Price per Common Share, and (iii) the vesting schedule with
respect to such Option.  Each Award
Agreement granting an SAR to a Participant hereunder shall specify, in addition
to other matters required or permitted to be specified therein, (i) the
total number of Common Shares with respect to 


 


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which
the SAR is granted, (ii) the Strike Price per Common Share, and (iii) the
vesting schedule with respect to such SAR.


 


3.             Nature of Award.


 


(a)               Options.  An Option awarded to a Participant hereunder
shall represent an option to receive (upon satisfaction of the terms and
conditions contained in the Plan and other such terms and conditions not
inconsistent with the Plan as may be reflected in the applicable Award
Agreement, including without limitation the payment of the Exercise Price and
the amount of the applicable Tax Withholding Liability pursuant to Section IV.2
herein) the number of Common Shares specified in the Award Agreement, which
Common Shares shall be subject to the limitations and restrictions set forth in
Article III and the applicable Award Agreement.


 


(b)               SARs.  An SAR awarded to a Participant hereunder
shall represent a right to receive (upon satisfaction of the terms and
conditions contained in the Plan and other such terms and conditions not
inconsistent with the Plan as may be reflected in the applicable Award
Agreement, including without limitation the payment of the amount of the
applicable Tax Withholding Liability pursuant to Section IV.2 herein) a
payment (the “SAR Settlement Payment”) in an amount equal to the number of
Common Shares subject to the SAR that is being exercised multiplied by the
excess, if any, of the Fair Market Value of one Common Share on the exercise
date over the Strike Price.  The SAR
Settlement Payment may be made in the form of cash, Common Shares valued at the
Fair Market Value on the payment date, or any combination thereof, as
determined by the Administrator, in its sole and absolute discretion.


 


4.             Exercise Price or Strike
Price.  The Exercise Price or Strike
Price per Common Share with respect to any Option or SAR awarded hereunder
shall be determined by the Administrator, in its sole and absolute discretion, provided that the Exercise Price or Strike Price of any
Option or SAR shall not be less than 100% of the Fair Market Value of the
Common Shares underlying the Option or SAR on the date of grant, and provided, further, that in the case of any Incentive Stock
Option granted to a person who, at the time of the grant of such Option, owns
stock possessing more than 10% of the total combined voting power of all
classes of stock of the Company or any parent or subsidiary corporation, the
Exercise Price of such Option shall not be less than 110% of the Fair Market
Value of the Common Shares underlying the Option on the date of grant.


 


5.             Vesting.  Notwithstanding anything to the contrary
contained herein, no Award (or portion of an Award) shall be eligible for
exercise until such Award (or portion of an Award) has vested in accordance
with the provisions hereof or of any Award Agreement.  Except as otherwise provided in the
applicable Award Agreement, the Options or SARs awarded pursuant to any such
Award Agreement shall vest and become exercisable at an annual rate of twenty
percent (20%) of the total number of Options or SARs awarded thereunder over
the five (5) year period following the Grant Date, subject to the 


 


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Participant’s maintenance of his or her Eligible Status over that
period as well as the other provisions of this Plan.  Except as expressly set forth in an
applicable Award Agreement, any Option or SAR awarded pursuant to this Plan
shall initially be unvested.


 


6.             Exercise of the Award.


 


(a)               Exercisability.  An Award may be exercised only to the extent
that it is (i) granted pursuant to a valid Award Agreement, (ii) vested,
(iii) not terminated, and (iv) exercised on or before the Expiration
Date.


 


(b)               Number of Shares.  The Participant may exercise an Award with
respect to any whole number of Common Shares subject thereto.


 


(c)               Notice of Exercise.  The Award shall be exercised by giving
written notice thereof to the Company on such form as may be specified by the
Administrator.  Such written notice shall
state the number of full Common Shares to be purchased or with respect to which
the Award is exercised, and give such assurances of the Participant’s
investment intent as the Company may require to ensure that the transaction
complies in all respects with the requirements of the 1933 Act (or any
exemption thereto) and other applicable securities laws.  The notice of exercise of an Award settled in
Common Shares shall confirm Participant’s subscription to the Common Shares and
authorize any duly authorized official of the Company to execute any required
agreements with respect to the acquired Common Shares on the Participant’s
behalf as attorney-in-fact.


 


(d)               Payment.  In the case of an Option, the notice of
exercise will be accompanied by full payment of the Exercise Price for the
number of Common Shares to be purchased. 
Such payment shall be in United States dollars in cash or by bank
cashier’s check made payable to the Company’s order, or in the form of such
other legal consideration for the purchase of Common Shares as may be approved
by the Administrator, in its discretion, including, without limitation, (i) Common
Shares valued at the Fair Market Value at the time the Option is exercised,
provided that such Common Shares are not subject to any pledge or other
security interest, (ii) by means of a “net exercise” procedure approved by
the Administrator, or (iii) if there is a public market for the Common
Shares at such time, by means of a broker-assisted “cashless exercise” pursuant
to which the Company is delivered a copy of irrevocable instructions to a
stockbroker to sell Common Shares otherwise deliverable upon the exercise of
the Option and to deliver promptly to the Company an amount equal to the
Exercise Price.  In addition, as a
condition to the exercise of any Award, the Participant shall pay to the
Company or its Subsidiary the amount of the applicable Tax Withholding
Liability pursuant to Section IV.2 herein.


 


7.             Term.  The term of any Option or SAR awarded hereunder
shall begin on the Grant Date and, to the extent that any portion thereof
remains unexercised, shall automatically and without further notice terminate
and be of no further force and effect 


 


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on
the tenth (10th) anniversary
of the Grant Date (or, in the case of an Incentive Stock Option granted to a
person who, at the time of the grant of such Option, owns stock possessing more
than 10% of the total combined voting power of all classes of stock of the Company
or any parent or subsidiary corporation, the fifth (5th) anniversary of the Grant
Date), or such earlier date determined by the Administrator and provided in an
applicable Award Agreement (the “Expiration Date”).  Notwithstanding anything to the contrary
contained herein, an Option or SAR is exercisable only if exercised on or
before the Expiration Date.


 


8.             Termination Prior to
Expiration Date. 
Notwithstanding Section II.7, an Award granted hereunder (or the
portion thereof specified below) shall terminate prior to its Expiration Date
upon the occurrence of any of the following events, except as otherwise
provided in an applicable Award Agreement:


 


(a)           Unvested
Options.  Any unvested portion of an
Award shall terminate on the date the Participant’s Eligible Status is
terminated for any or no reason.


 


(b)           Vested Options.  Any vested portion of an Award, to the extent
not previously exercised, shall terminate:


 


(i)            if the Participant’s Eligible Status is terminated
for Cause, then on the date of such termination;


 


(ii)           if the Participant’s
Eligible Status is terminated on account of death or disability, then on the
date that is six (6) months after the date of such termination; and


 


(iii)          if the Participant’s
Eligible Status is terminated for reasons other than those set forth in the
immediately preceding clauses (i) and (ii), then on the date that is three
(3) months after the date of such termination.


 


9.             Repurchase of
Unexercised Vested Award.  The
Company shall have the right, but not the obligation, to purchase all or any
part of an unexercised, vested portion of an Award held by a Participant whose
Eligible Status has terminated for any or no reason.  Any such purchase shall be for cash in an
amount equal to the excess of the Fair Market Value of the Common Shares
underlying the purchased portion of the Award over the aggregate Exercise Price
or Strike Price with respect to such purchased portion (net of the amount of
the applicable Tax Withholding Liability); provided, however, that
solely for purposes of this Section II.9 and Section III.2, if a
Participant disputes the Administrator’s determination of Fair Market Value in
writing within fifteen (15) days following the Company’s notification to such
Participant of its determination, then such dispute shall be resolved by
binding arbitration in the following manner. 
The arbitrator shall be the independent certified public accounting firm
that audited (or prepared without audit) the Company’s last regular annual
financial statement, or, if such accounting firm is not available, an
investment banking firm of at least regional stature as 


 


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selected by the Administrator. 
Each of the Company and the disputing Participant shall submit (within
fifteen (15) days following the Company’s receipt of such Participant’s written
dispute) its determination of the fair market value of a Common Share to the
arbitrator.  The arbitrator shall act as
the binding arbitrator of the dispute, but shall be constrained in its determination
of the merits to select either the Company’s or the disputing Participant’s
determination of the fair market value of a Common Share.  The determination of the arbitrator shall be
binding on the parties in the absence of fraud. 
Each party to such dispute shall bear its own costs and attorneys’ fees
plus one-half of any and all fees and costs charged by the arbitrator in
connection with its services rendered to resolve such dispute.


 


10.           Disposition of
an Award Upon a Change in Control.  In the event of a Change in Control, the
Board, in its sole and absolute discretion, may determine that it is in the
best interests of the Company, and if so, may take all appropriate action,
either to:


 


(a)           Cancel the Award as of a
Change in Control and either (i) notify the Participant of the proposed
Change in Control reasonably prior to its consummation and accelerate the
vesting of the Award to the time immediately prior to the proposed Change in
Control, so that the Participant will have an opportunity to exercise the Award
in its entirety immediately prior to the consummation of the Change in Control;
or (ii) purchase all or a portion of the Award, whether vested or
unvested, for cash in an amount equal to the excess of the aggregate Fair
Market Value of the Common Shares underlying the Award over the aggregate
Exercise Price or Strike Price with respect to such Award or portion thereof
(net of the amount of the applicable Tax Withholding Liability); or


 


(b)           Require the entity acquiring
control to assume the outstanding Award or substitute therefor comparable
options or stock appreciation rights of such entity, provided that the
Administrator determines that such substitution shall not be treated as a
modification or grant of a new award for purposes of Section 409A of the
Code and, in the case of an Incentive Stock Option, Section 424 of the
Code.


 


11.           Dissolution or Liquidation.  In the event of a proposed dissolution or
liquidation of the Company, the Administrator shall notify each Participant as
soon as practicable prior to such dissolution or liquidation.  The Administrator, in its sole and absolute
discretion, may provide for a Participant to have the right to exercise his or
her Award (including, in the sole and absolute discretion of the Administrator,
any unvested portion of such Award) until ten (10) days prior to such
transaction.  In addition, the
Administrator may provide that the Company’s repurchase rights applicable to
Common Shares acquired upon exercise of an Award shall lapse as to all such Common
Shares, provided that the proposed dissolution or liquidation takes place at
the time and in the manner contemplated. 
To the extent it has not been previously exercised, an Award shall
terminate immediately prior to the consummation of such proposed dissolution or
liquidation.


 


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12.           No Rights of Shareholder
Prior to Exercise.  The
Participant holding an Award, to the extent unexercised, will have none of the
rights of a holder of Common Shares.  For
the avoidance of doubt, no Participant holding an Award shall be entitled to
any dividends or any other distributions of any kind or character.  The grant of an Award imposes no obligation
upon the Participant to exercise such Award.


 


13.           Transferability of Awards.  No Award may be Transferred or shall be
Transferable by the Participant otherwise than by will or the laws of descent
and distribution, or, for any Award other than an Incentive Stock Option,
pursuant to a domestic relations order. 
During the lifetime of the Participant, the Award shall be exercisable
only by such Participant or, in the case of an Award Transferred pursuant to a
domestic relations order, by the transferee. 
Each Participant may file with the Administrator a written designation
of one or more persons as the beneficiary(ies) who shall be entitled to receive
any amounts payable with respect to an Award under the Plan upon the
Participant’s death.  A Participant may,
from time to time, revoke or change the beneficiary designation without the
consent of any prior beneficiary by filing a new designation with the
Administrator.  The last such designation
received by the Administrator shall be controlling, provided
that no designation, or change or revocation thereof, shall be effective unless
received by the Administrator prior to the Participant’s death, and in no event
shall it be effective as of a date prior to such receipt.  If no beneficiary designation is filed by a
Participant, the beneficiary shall be deemed to be the Participant’s spouse or,
if the Participant is unmarried at the time of death, the Participant’s estate.


 


14.           Notification of
Disqualifying Disposition.  Each
Participant awarded an Incentive Stock Option under the Plan shall notify the
Company immediately after making a disqualifying disposition of any Common
Shares acquired pursuant to the exercise of such Incentive Stock Option.  A disqualifying disposition is any
disposition (including, without limitation, any sale) of such Common Shares
before the later of (A) two (2) years after the Grant Date of the
Incentive Stock Option or (B) one (1) year after the date of exercise
of the Incentive Stock Option.


 


ARTICLE III


COMMON SHARES


 


1.             General; Legend.  All Common Shares acquired under the Plan
shall be subject to all terms and restrictions of the Company’s charter
documents applicable to the Common Shares, including without limitation any
restrictions on Transfer set forth therein. 
In addition, except as expressly set forth in an applicable Award
Agreement, such Common Shares shall be subject as well to the limitations and
restrictions set forth in this Article III or imposed by law.  To evidence these restrictions, the Company
shall cause such Common Shares to be issued with a legend referring to these
restrictions.


 


2.             Transfers of Common Shares.  Common Shares may not be Transferred except
as provided in the Company’s charter documents or this Plan or as expressly set
forth in an applicable Award Agreement. 
Subject to any restrictions on Transfer set forth in the Company’s
charter documents, a Participant may make the following Transfers of 


 


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Common
Shares:  (i) Transfers by will or
under the laws of descent and distribution; (ii) Transfers pursuant to a
domestic relations order; and (iii) Transfers to a trust, partnership,
custodianship or other fiduciary account for the benefit of the Participant
and/or his or her ancestors, descendants or spouse, so long as the Participant,
during his or her lifetime, has control over such entity or account (each an “Estate
Planning Transfer”).  In addition to the
foregoing, Transfers permitted by the Company’s charter documents (other than
Estate Planning Transfers) of a Participant’s Common Shares acquired under this
Plan shall, except to the extent expressly provided to the contrary in such
documents, be subject to the Company’s right of first refusal described in this
paragraph to purchase any or all of the Participant’s Common Shares proposed to
be Transferred, and any purported Transfer failing to comply with these
requirements shall be void and of no effect. 
In the case of any Transfer of Common Shares subject to the right of
first refusal, the transferor, in the case of a voluntary Transfer (e.g., a
sale), or the transferee, in the case of an involuntary Transfer (e.g., an
assignment for the benefit of creditors or a Transfer by operation of law),
shall provide the Company with written notice of the proposed Transfer, stating
the number of Common Shares proposed to be Transferred, the bona fide cash
price and/or the fair market value of any other consideration that the
transferee has agreed to pay for such Common Shares (if any), and such other
information as the Company may reasonably request, and the Company may exercise
its right of first refusal at any time not more than thirty (30) days after the
later of the Company’s receipt of such written notice or such requested
information.  The Company shall exercise
its right, if at all, by informing the transferor or transferee, as applicable,
in writing of the Company’s intention to do so, in a notice that specifies a
closing date that is no more than sixty (60) days after such exercise.  The Company shall pay cash for such shares in
an amount equal to (i) the cash price (or the fair market value of any
other consideration) at which the Participant proposed to sell the Common
Shares to the transferee, in the case of a proposed sale of the shares, or (ii) the
Fair Market Value of the shares in the case of a Transfer for which no sales price
is determined.  In the event of a dispute
regarding the Fair Market Value of the Common Shares, the parties shall resolve
such dispute through the procedures set forth in Section II.9.


 


3.             Repurchase Rights. The Company
shall have the right, but not the obligation, to purchase all or any part of
the Common Shares acquired under the Plan for a period of ninety (90) days
following the later of (i) the acquisition of such Common Shares, or (ii) the
termination of the Participant’s Eligible Status with the Company for any or no
reason.  Any repurchase pursuant to this Section III.3
shall be for a cash payment in an amount equal to the Fair Market Value of the
repurchased shares at the time of repurchase (net of any amount required to be
withheld).  The Company’s repurchase
rights pursuant to this Section III.3 shall terminate as to all Common
Shares upon the first sale of Common Shares of the Company to the general
public pursuant to a registration statement filed with and declared effective
by the Securities and Exchange Commission under the Securities Act of 1933, as
amended.


 


4.             Standstill.  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, the Participant will agree (i) 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


 


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longer period as the managing underwriter may require of the principal
security 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, and (ii) to execute
such instruments as the managing underwriter may reasonably require to evidence
compliance with the foregoing.


 


5.             Specific Performance.  The Participant acknowledges and agrees that
money damages will be inadequate to compensate the Company and its other
shareholders if the restrictions of this Article are violated.  Participant therefore acknowledges and agrees
that the Company shall, in all such cases, be entitled to a decree of specific
performance of the terms hereof or to an injunction restraining such
Participant from violating this Plan, in addition to any other remedies that
may be available to the Company at law or equity.


 


ARTICLE IV


MISCELLANEOUS


 


1.             Investment
Intent.  By accepting any Award
hereunder, the Participant will be deemed to represent, warrant and agree with
respect to any Common Shares that are or may be acquired pursuant to such Award
that (i) such Common Shares may only be Transferred pursuant to a
registration under the 1933 Act or an exemption from such registration; (ii) the
Company is under no obligation to register such Common Shares; (iii) upon
exercise of such Award, the Participant will acquire such Common Shares for his
or her own account and not with a view to distribution within the meaning of
the 1933 Act, other than as may be effected in compliance with the 1933 Act and
the rules and regulations promulgated thereunder or under any applicable
state securities laws; (iv) except as a result of an Estate Planning Transfer,
no other person will have any beneficial interest in such Common Shares; and (v)
except for any contemplated Estate Planning Transfer, the Participant has no
present intention of disposing of such Common Shares at any particular time.


 


2.             Tax Withholding.  A Participant shall be required to pay to the
Company (or its Subsidiary, at the discretion of the Administrator or the
Company), and the Company or its Subsidiary shall have the right and is hereby
authorized to withhold, from any cash, Common Shares, or other property
deliverable under any Award or from any compensation or other amounts owing to
a Participant, the amount (in cash, Common Shares, or other property) of any
Tax Withholding Liability in respect of an Award, its exercise, or any payment
or transfer under an Award or under the Plan and to take such other action as
may be necessary in the opinion of the Administrator or the Company to satisfy
all obligations for the payment of such withholding and
taxes.  Without limiting the generality of the foregoing, the
Administrator may, in its sole discretion, permit a Participant to satisfy, in
whole or in part, the Tax Withholding Liability by (i) cash or bank
cashier’s check made payable to the Company’s (or its Subsidiary’s) order, (ii)
the delivery of Common Shares (which are not subject to any pledge or other
security interest) owned by the Participant having a Fair Market Value equal to
the amount of such Tax Withholding Liability, or (iii) having the Company
withhold from Common Shares or from the cash or other property otherwise
issuable or deliverable pursuant to


 


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the
exercise or settlement of the Award a number of Common Shares with a Fair
Market Value equal to the amount of such Tax Withholding Liability or an amount
of cash or other property equal to the amount of such Tax Withholding Liability
(but in either case no more than the minimum required statutory withholding
liability).


 


3.             Term of the
Plan.  This Plan will be effective as
of the date of its adoption by the Board, and subject to earlier termination
pursuant to Section IV.10, will remain in effect until the tenth (10th) anniversary of such
effective date; provided, however, that the terms
and conditions of this Plan shall continue to apply to any Awards granted
hereunder until their exercise, expiration or other termination hereunder.


 


4.             Compliance with
Law.  Any Transfer of Common Shares
requires full compliance with the provisions of all applicable laws.  Notwithstanding any other provision of this
Plan, Awards may be granted pursuant to this Plan, and Common Shares may be
issued or payment may be made pursuant to the exercise thereof by a
Participant, only after and on the condition that there has been compliance
with all applicable federal and state securities laws.  The Company will not be required to list, register
or qualify any Common Shares upon any securities exchange, under any state or
federal law, or with the Securities and Exchange Commission or any state
agency, or secure the consent or approval of any governmental regulatory
authority.  If, however, at any time the
Administrator determines, in its discretion, that such a listing, registration
or qualification of the Common Shares, or any such consent or approval, is
necessary or desirable as a condition of or in connection with the exercise of
an Award and/or the acquisition of Common Shares hereunder, then once the
Administrator has commenced an effort to secure such listing, registration,
qualification, consent or approval, that Award may not be exercised, in whole
or in part, unless and until such listing, registration, qualification, consent
or approval is effected or obtained free of any conditions that are not
acceptable to the Administrator, in its discretion.


 


5.             Notices.  Any notice, consent, payment, demand, or
communication required or permitted to be given by any provision of this Plan
shall be in writing and shall be (a) delivered personally to the person to
whom the same is directed, or (b) sent by facsimile, recognized overnight
courier service or registered or certified mail, return receipt requested,
postage prepaid, addressed as follows: 
if to the Company, to 10 Glenlake Parkway, Suite 800, South Tower,
Atlanta, GA 30328, Attn:  General
Counsel, the notice address determined in accordance with the Company’s charter
documents; if to a Participant, to such Participant at the address set forth in
the applicable Award Agreement, or to such other address as such Participant
may from time to time specify by notice to the Company.  Any such notice shall be deemed to be
delivered, given and received for all purposes as of:  (i) the date so delivered, if delivered
personally, (ii) upon receipt, if sent by facsimile or courier service, or
(iii) on the date of receipt or refusal indicated on the return receipt,
if sent by registered or certified mail, return receipt requested, postage and charges
prepaid and properly addressed.


 


6.             Governing Law.  This Plan will be governed by, and construed
in accordance with, the laws of the State of Georgia without regard to
otherwise governing principles of conflicts of law.


 


11

















 


7.             Resolution of
Disputes.  Except as
otherwise provided herein or in any Award Agreement, any dispute arising under
this Plan or any Award Agreement shall be submitted to arbitration before a
single arbitrator in Atlanta, Georgia, in accordance with the then current
Employment Dispute Resolution Rules of the American Arbitration
Association (or any successor organization). 
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, 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).


 


8.             Changes in
Capital Structure and Similar Events.  In the event of a change in the outstanding
Common Shares of the Company by reason of any stock split, subdivision, reverse
stock split, recapitalization, combination, reclassification, merger,
consolidation, split-up, spin-off, reorganization, liquidation, extraordinary
dividend (whether in the form of cash, Common Shares, other securities, or
other property), other substantial distribution of the assets of the Company,
or similar transaction, event, or change in circumstances that results in or
would result in any substantial dilution or enlargement of the rights granted
to, or available for Participants, the Board, upon the recommendation of the
Administrator, and subject to any required action by the shareholders of the
Company, shall make equitable adjustments to the Award Pool and to the
aggregate number of shares that may be awarded pursuant to the exercise of ISOs
as provided in Section I.6, and the Administrator shall make equitable
adjustments to the terms of any outstanding Awards, including without
limitation the Exercise Price or Strike Price of, and the number or kind of shares
subject to, any outstanding Awards.  Any
such adjustments shall be effective, conclusive and binding for all purposes
with respect to this Plan and all Awards then outstanding.  Any adjustment pursuant to this Section IV.8
shall be made only to the extent that the Administrator determines that such
adjustment shall not be treated as a modification or grant of a new option or
stock appreciation right for purposes of Section 409A of the Code and, in
the case of an Incentive Stock Option, Section 424 of the Code.


 


Except
as provided herein, or as set forth in an applicable Award Agreement, a
Participant shall have no rights with respect to an outstanding Award by reason
of any other capital change, including without limitation any other
distribution by the Company to its shareholders, any increase or decrease in
the number of shares of any class or series, any dissolution, liquidation,
merger, consolidation or Change in Control, or the Company’s issuance of
securities of any class or series or convertible into any class or series, and
no such capital change shall require any adjustment with respect to the
Exercise Price or Strike Price or the number of Common Shares subject to an
outstanding Award.


 


9.             Modification, Extension and
Renewal of Awards.  Subject to
the terms and conditions and within the limitations of this Plan, the
Administrator may modify, extend or renew any outstanding Awards or accept the
surrender of outstanding Awards and authorize the granting of new Awards in
substitution therefor.  Notwithstanding
the foregoing, however, no modification of any Award shall, without the consent
of the 


 


12

















 


Participant,
diminish or impair any rights or increase any obligations under any outstanding
Award.  Any modification, extension,
renewal, substitution, or other change to any Award pursuant to this Section IV.9
shall be made only to the extent that the Administrator determines that such
adjustment shall not be treated as a modification or grant of a new option or
stock appreciation right for purposes of Section 409A of the Code and, in
the case of an Incentive Stock Option, Section 424 of the Code.


 


10.           Amendment and Discontinuance.  The Board may amend, suspend or discontinue
this Plan at any time or from time to time; provided, however,
that no such amendment, suspension, or discontinuation shall be made without
shareholder approval if such approval is necessary to comply with any tax or
regulatory requirement applicable to the Plan, and provided,
further, that no such action may diminish or impair any rights or
increase any obligations under any Award previously granted under this Plan
without the consent of the holder thereof; nor may the number of Common Shares
in the Award Pool be reduced to a number that is less than the aggregate number
of Common Shares, (i) with respect to which all outstanding and
unexercised Awards granted hereunder may be exercised, and (ii) that have
been issued and are outstanding pursuant to the exercise of any Award granted
hereunder; nor may the number of Common Shares available for grants of
Incentive Stock Options be reduced to a number that is less than the aggregate
number of Common Shares with respect to which Incentive Stock Options have been
granted hereunder.


 


11.           Information Provided by
Company.  The Company shall, on at least
an annual basis, make available to each Participant the Company’s financial
statements (which statements need not be audited), and each Participant shall,
by virtue of entering into an Award Agreement, be deemed to have agreed (and
shall cause any investment advisers to whom the Participant proposes to make
such information available to agree) to keep such information confidential and
not to use such information for any purpose whatsoever, other than determining
whether to exercise such Award.


 


12.           Copies of Plan.  The Company shall deliver a copy of this Plan
to each Participant at or before the time such Participant executes an Award
Agreement.


 


13

















 


AMERICOLD REALTY TRUST


2008 EQUITY INCENTIVE PLAN


 


EXHIBIT A


DEFINITIONS


 


“1933
Act” shall mean the Securities Act of 1933, as amended.


 


“Acquirer”
shall have the meaning given such term in the definition of Change in Control.


 


“Administrator”
shall have the meaning given such term in Section I.3 hereof.


 


“Award”
shall have the meaning given such term in Section I.5 hereof.


 


“Award
Agreement” shall have the meaning given such term in Section I.5 hereof.


 


“Award
Pool” shall have the meaning given such term in Section I.6 hereof.


 


“Board”
shall have the meaning given such term in Section I.1 hereof.


 


“Cause”
shall mean, (i) in the case of a Participant who has an employment
contract or Award Agreement with the Company that includes a definition of “Cause,”  any conduct therein defined; or (ii) in
the case of any Participant not described in clause (i), cause as determined in
good faith by the Administrator, including but not limited to any of the
following:


 


(A)          the Participant’s fraud, willful malfeasance, or gross
negligence in the performance of his or her duties;


 


(B)           the Participant’s theft, dishonesty, or
falsification of any employment record or any of the Company’s records;


 


(C)           any act or
failure to act by the Participant that has a material detrimental effect on the
reputation or business of the Company or any Company affiliate as determined in
the sole discretion of the Administrator (including but not limited to the
unauthorized use of proprietary information); is beyond the course and scope of
the Participant’s duties; or is a breach of the Participant’s fiduciary duties
to the Company; in each case unless the Participant’s act or failure to act is
compelled by applicable statute or regulation;


 


(D)          the Participant’s conviction of, or entering of a plea
of guilty or nolo contendere to, a felony or any other crime that involves
moral turpitude or 


 


i

















 


the commission of an act involving dishonesty
or fraud with respect to the Company or any Company affiliate;


 


(E)           any material breach or violation of the terms of the
Participant’s employment contract (if any); Participant’s material or repeated
failure to perform the duties assigned to him or her by his or her supervisor;
or Participant’s refusal, or repeated failure, to obey the lawful directives or
reasonable instructions of the Board; or


 


(F)           illegal substance abuse or habitual drunkenness;


 


provided
that, in the case of (C), (E), or (F) above, the Company has provided the
Participant with written notice and opportunity to cure the condition if in the
reasonable judgment of the Board such condition is susceptible of cure, and the
Participant has failed to cure such condition within thirty (30) days after
receipt of such notice.


 


“Change
in Control” shall be deemed to occur when (i) the Company is merged,
consolidated or reorganized into or with another legal entity, or sells or
otherwise transfers all or substantially all of its assets to any other legal
entity (in either case, such other legal entity is herein referred to as an “Acquirer”),
and immediately following such transaction, fifty percent (50%) or more of the
combined voting power of the then-outstanding voting securities of the Acquirer
is not beneficially owned by persons or entities beneficially owning at least
twenty percent (20%) of the Company’s Common Shares outstanding and reserved
for issuance immediately prior to such transaction or (ii) immediately
after any transaction or series of transactions by Yucaipa American Alliance
Fund I, LP, Yucaipa Corporate Initiatives Fund I, LP, Yucaipa American Alliance
(Parallel) Fund I, LP, Yucaipa American Alliance Fund II, L.P., and Yucaipa
American Alliance (Parallel) Fund II, L.P. and/or their affiliated entities
(collectively, “Yucaipa”) that result in Yucaipa, in the aggregate,
beneficially owning less than fifty percent (50%) of the Company’s Common
Shares outstanding and reserved for issuance immediately prior to such
transaction(s).  Notwithstanding the
foregoing, any public offering of securities by the Company shall not be or
result in a Change in Control.


 


“Code”
shall mean the Internal Revenue Code of 1986, as amended.


 


“Common
Shares” shall have the meaning given such term in Section I.5 hereof.


 


“Eligible
Participant” shall have the meaning given such term in Section I.4 hereof.


 


“Eligible
Status” shall have the meaning given such term in Section I.4 hereof.  Without limiting the foregoing, an Eligible
Participant’s Eligible Status shall terminate once that person is no longer an
officer, trustee or employee of the Company or any Subsidiary, or the
Administrator determines that such person is no longer properly treated as a
consultant or other bona fide
service provider to the Company or any Subsidiary.


 


ii

















 


“Estate
Planning Transfer” shall have the meaning given such term in Section III.2
hereof.


 


“Exercise
Price” shall mean the amount determined by the Administrator with respect to
the corresponding Option pursuant to Section II.4 hereof.


 


“Expiration
Date” shall have the meaning given such term in Section II.7 hereof.


 


“Fair
Market Value” shall mean, as of the applicable date of determination, the fair
market value of a Common Share as of such date, as determined by the
Administrator in good faith.


 


“Grant
Date” shall mean, with respect to an Award, the date on which the material
terms of such Award are approved by the Administrator, or such other date as
may be designated by the Administrator at the time of such approval and
specified in the applicable Award Agreement as the “Grant Date” of such Award.


 


“Incentive
Stock Option” shall have the meaning given such term in Section II.1
hereof.


 


“Nonqualified
Stock Option” shall have the meaning given such term in Section II.1
hereof.


 


“Option”
shall have the meaning given such term in Section I.5 hereof.


 


“Participant”
shall have the meaning given such term in Section I.4 hereof.


 


“Plan”
shall have the meaning given such term in Section I.1 hereof.


 


“SAR”
shall have the meaning given such term in Section I.5 hereof.


 


“SAR
Settlement Payment” shall have the meaning given such term in Section II.3(b) hereof.


 


“Stock
Appreciation Right” shall have the meaning given such term in Section I.5
hereof.


 


“Strike
Price” shall mean the amount determined by the Administrator with respect to
the corresponding Stock Appreciation Right pursuant to Section II.4
hereof.


 


“Subsidiary”
shall mean any majority-owned direct or indirect subsidiary of the Company.


 


“Tax
Withholding Liability” shall mean all federal, state, local, and foreign income
tax, social security tax, and any other taxes applicable to the compensation


 


iii

















 


income
arising from a transaction required by applicable law to be withheld by the
Company or any Subsidiary.


 


“Transfer”
shall mean any assignment, conveyance, sale, gift, pledge, hypothecation,
encumbrance or other transfer, disposition or alienation.


 


iv