Exhibit 10.26


 


AMERICOLD REALTY TRUST


 


2010 EQUITY INCENTIVE PLAN


 


STOCK OPTION 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 Stock Option
Agreement (the “Agreement”).


 


I.                                         NOTICE OF STOCK OPTION
GRANT


 


Participant:


 


Address:


 


 


 


The above named
Participant has been granted an option (the “Option”) to purchase 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 Common
Shares:


 


Exercise Price per
Common Share:


 


Intended Type of
Option:                                                                                                                                                        o   Incentive
Stock Option


 


x   Nonqualified Stock Option


 


Expiration Date:


 


Vesting Schedule:


 


Subject
to accelerated vesting as set forth in this Agreement or in the Plan, this
Option shall be exercisable in whole or in part, and 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:


 


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This Option shall
vest as to 20% of the Common Shares subject to this Option on each of the
first, second, third, fourth, and fifth annual anniversaries of the Vesting
Date as provided above.


 


Option Term:


 


Any unexercised portion
of this Option shall expire on the Expiration Date or, if earlier, on the date
provided below:


 


(A)                              Any unvested portion of this Option shall
expire on the date Participant’s Eligible Status is terminated for any or no
reason.


 


(B)                                Any vested portion of this Option, to the
extent not previously exercised, shall expire:


 


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


 


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


 


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


 


[(C)                            As of the Grant Date, Participant is
employed as
                                  
of the Company and was granted this Option for the Number of Common Shares
specified above pursuant to the Company’s long-term incentive program adopted
for the
                
fiscal year, a copy of which is attached hereto.  In the event that, after the Grant Date,
Participant becomes employed or engaged in a different capacity, then the
unvested portion of this Option shall terminate, in whole or in part, if and to
the extent that (i) the Number of Common Shares subject to this Option
exceeds (ii) the number of Common Shares with respect to which an option
would have been granted to an individual employed or engaged in Participant’s
new capacity on the Grant Date under the Company’s long-term incentive program
for such fiscal year.]


 


II.                                     TERMS AND CONDITIONS OF STOCK
OPTION GRANT


 


1.                                       Grant of Option. 
The Committee hereby grants to the Participant named in Section I
herein this Option to purchase the Number of Common Shares set forth in Section I
herein, at the Exercise Price per Common Share set forth in Section I
herein, and subject to the terms and conditions of this Agreement and the Plan,
which is incorporated herein by reference.


 


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If designated in Section I
herein as an Incentive Stock Option (“ISO”), this Option is intended to qualify
as an “incentive stock option” as defined in Section 422 of the Code.  Nevertheless, to the extent that this Option
exceeds the $100,000 limit in Section 422(d) of the Code (as further
described in Section 2.1 of the Plan) or otherwise fails to qualify as an
Incentive Stock Option, this Option or portion thereof shall be treated as a
Nonqualified Stock Option.


 


2.                                       Vesting Schedule. 
Except as provided in Section II.3 of this Agreement, the Option
shall vest in accordance with the Vesting Schedule set forth in Section I
of this Agreement.  Any portion of the
Option 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 the
balance, or some lesser portion of the balance, of the unvested Option at any
time, subject to the terms of the Plan. 
If so accelerated, such balance or such portion of the balance of the
Option shall be considered as having vested as of the date or upon the
occurrence of the condition specified by the Committee.


 


4.                                       Exercise of Option.


 


a.                                       Exercisability. 
This Option shall be exercisable only to the extent that this Option has
vested in accordance with the Vesting Schedule and has not expired pursuant to Section I
of this Agreement, and may be exercised only in accordance with the applicable
provisions of the Plan and this Agreement.


 


b.                                      Number of Shares. 
This Option may be exercised with respect to any whole number of Common
Shares, up to the Number of Common Shares provided in Section I herein.


 


c.                                       Method of Exercise. 
This Option shall be exercisable by delivery of an exercise notice in
the form attached hereto as Exhibit A (the “Exercise Notice”) or such
substantially similar form as may be specified by the Committee, which shall
state the election to exercise the Option and the number of Common Shares with
respect to which the Option is being exercised (the “Exercised Shares”).  The Exercise Notice shall be completed by
Participant and delivered to the Company, accompanied by full payment of the
aggregate Exercise Price as to all Exercised Shares together with the amount of
any applicable Tax Withholding Liability required to be paid pursuant to Section II.8
of this Agreement.  This Option shall be
deemed to be exercised upon receipt by the Company of such fully executed
Exercise Notice accompanied by full payment of the aggregate Exercise Price and
any such Tax Withholding Liability.


 


d.                                      Additional Conditions to Issuance of
Stock.  This Option may not be exercised until such
time as the Plan has been approved by the shareholders of the Company.  No Common Shares shall be issued pursuant to
the exercise of an Option unless such issuance and such exercise 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 


 


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limiting the generality of the foregoing, the Exercise
Notice shall state such representations and agreements as may be required by
the Company to ensure compliance with all such laws and requirements.  Assuming such compliance, for income tax
purposes the Exercised Shares shall be considered transferred to Participant on
the date on which the Option is exercised with respect to such shares (or such
other date as may be required by applicable law).


 


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 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.                                       Method of Payment. 
Payment of the aggregate Exercise Price shall be by any of the
following, or a combination thereof, at the election of Participant:


 


a.                                       in United States dollars in cash or by
bank cashier’s check made payable to the Company’s order;


 


b.                                      by surrender of other Common Shares which
have a Fair Market Value at the time the Option is exercised equal to the
aggregate Exercise Price of the Exercised Shares, provided that such Common
Shares are not subject to any pledge or other security interest;


 


c.                                       with the consent of the Committee, by
means of a “net exercise” procedure approved by the Committee in connection
with the Plan; or


 


d.                                      with the consent of the Committee, by
means of a formal broker-assisted “cashless exercise” program adopted by the
Company in connection with the Plan.


 


e.                                       Non-Transferability of Option. 
This Option may not be Transferred in any manner otherwise than by will
or the laws of descent or distribution, or, if and to the extent that this
Option is a Nonqualified Stock Option, pursuant to a domestic relations order.
This Option may be exercised during the lifetime of Participant only (a) by
Participant, (b) in the event of Participant’s legal incapacity, by
Participant’s guardian or legal representative, or (c) in the case of an
Option Transferred pursuant to a domestic relations order, by the
transferee.  If Participant is deceased,
this Option may be exercised by Participant’s designated beneficiary, or if no
beneficiary survives Participant, the administrator or executor of Participant’s
estate.  In the event that this Option is
exercised in accordance with this paragraph by any Person other than
Participant, 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 


 


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satisfactory to the Company to establish the validity
of the Transfer of the Option 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 this Option in
violation of this Agreement or the Plan shall render this Option null and void.


 


7.                                       Withholding of Taxes. 
Notwithstanding any contrary provision of this Agreement, no Common
Shares shall be issued to Participant pursuant to the exercise of this Option
unless and until Participant delivers to the Company at the time of exercise
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 the Option is
exercised 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.                                       Notification of Disqualifying Disposition
of ISO Shares.  If the Option granted to Participant herein
is an ISO, Participant shall immediately notify the Company in writing if
Participant sells or otherwise disposes of any of the Common Shares acquired
pursuant to the Option before the later of (a) two years after the Grant
Date or (b) one year after the date of exercise.  Participant agrees that Participant may be
subject to withholding by the Company or its Subsidiary of Participant’s Tax
Withholding Liability on the compensation income recognized by Participant with
respect to such disposition.


 


9.                                       Section 409A of the Code. 
The Option granted herein is intended to be exempt from the requirements
of Section 409A of the Code.  Under Section 409A
of the Code, a stock option that was granted with a per share exercise price
that is determined by the Internal Revenue Service (the “IRS”) to be less than
the fair market value of a Common Share on the date of grant (a “Discount
Option”) may be considered “deferred compensation.”  A Discount Option may result in adverse tax
consequences, including (a) income recognition by the option grantee prior
to the exercise of the option, (b) an additional twenty percent (20%)
federal income tax, and (c) potential penalty and interest charges.  The Discount Option may also result in
additional state income, penalty, and interest charges to the grantee.  Participant acknowledges that the Company and
its Subsidiaries cannot and have not guaranteed that the IRS will agree that the
Exercise Price per Common Share of this Option equals or exceeds the fair
market value of a Common Share on the date of grant in a later
examination.  Participant agrees that if
the IRS determines that the Option was granted with an Exercise Price per Common
Share that was less than the fair market value of a Common Share on the date of
grant, Participant shall be solely responsible for Participant’s taxes,
interest, penalties and other costs related to such a determination.


 


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10.                                 Rights as Shareholder. 
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 under this Option unless and until
such Common Shares have been issued pursuant to the exercise of this Option,
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 COMMON SHARES SUBJECT TO THIS OPTION 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 THIS OPTION.  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 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 Options awarded under the Plan or future Awards that may be 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.


 


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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 Option has
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, this Option, 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.


 


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 this Option 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, the Plan as incorporated by reference, and the Exercise
Notice 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 


 


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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 this Option 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.24 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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EXHIBIT A


 


AMERICOLD REALTY TRUST


2010 EQUITY INCENTIVE PLAN


STOCK OPTION EXERCISE NOTICE


 


Americold Realty
Trust


10 Glenlake Parkway


Suite 800, South Tower


Atlanta, GA 30328


 


1.                                       Exercise of Option. 
Effective as of
today,                       ,
the undersigned Participant hereby elects to exercise Participant’s Option to
purchase
                  
Common Shares (the “Exercised Shares”) of Americold Realty Trust (the “Company”)
under and pursuant to the 2010 Equity Incentive Plan (the “Plan”) and the Stock
Option Agreement between Participant and the Company dated
                          
(the “Agreement”).


 


2.                                       Delivery of Payment. 
Participant (a) herewith delivers to the Company the full purchase
price of the Exercised Shares and any Tax Withholding Liability to be paid in
connection with the exercise of the Option, as set forth in the Agreement and
determined by the Committee; or (b) has made other satisfactory
arrangements (as determined by the Committee) for the payment or withholding of
such purchase price and Tax Withholding Liability.


 


3.                                       Representations of Participant. 
Participant acknowledges that Participant has received, read, and
understood the Plan and the Agreement and agrees to abide by and be bound by
their terms and conditions.


 


4.                                       Rights as Shareholder. 
Until the issuance of the Exercised Shares (as evidenced by the
appropriate entry on the books of the Company or of a duly authorized transfer
agent of the Company), 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 Exercised Shares (including, without
limitation, the right to vote or receive dividends or other distributions),
notwithstanding the exercise of the Option. 
The Exercised Shares shall be issued to Participant as soon as practicable
after the Option is exercised.  No adjustment
shall be made for a dividend or other right for which the record date is prior
to the date of issuance, except as provided in the Plan.


 


5.                                       Tax Consultation. 
Participant understands that Participant may suffer adverse tax
consequences as a result of Participant’s purchase or disposition of the
Shares.  Participant represents that
Participant has consulted with any tax consultants Participant deems advisable
in connection with the purchase or disposition of the Shares and that
Participant is not relying on the Company or its Subsidiaries for any tax
advice.


 


6.                                       Governing Law and Resolution of Disputes. 
The Agreement is governed by the laws of the State of Georgia and
applicable federal law without regard to principles of conflicts of law.   Except as otherwise provided in the Plan or
the Agreement, any dispute arising under the Plan or the Agreement shall be
submitted to arbitration before a single arbitrator in Atlanta, 


 


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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).


 


7.                                       Entire Agreement. 
The Plan and the Agreement are incorporated herein by reference.  This Stock Option Exercise Notice, the Plan,
and the Agreement 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.


 


[Signatures appear on next page.]


 


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  Submitted by:

  	
   

  	
  Accepted by:

  
	
   

  	
   

  	
   

  
	
  PARTICIPANT

  	
   

  	
  AMERICOLD REALTY
  TRUST

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Title

  
	
   

  	
   

  
	
   

  	
   

  
	
  Address:

  	
  Address:

  
	
   

  	
   

  
	
   

  	
  Americold Realty Trust

  10 Glenlake Parkway

  Suite 800, South Tower

  Atlanta, GA 30328

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Date Received

  



 


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