hydrofarm-formrsuagreeme






  Exhibit 10.6  Restricted Stock Unit No.________  HYDROFARM HOLDINGS GROUP, INC.  Restricted Stock Unit Award Grant Notice    Restricted Stock Unit Award Grant under the Company’s  2020 Employee, Director and Consultant Equity Incentive Plan    1. Name and Address of Participant:          2. Date of Grant of  Restricted Stock Unit Award:    3. Maximum Number of Shares underlying  Restricted Stock Unit Award:    4. Vesting of Award:  This Restricted Stock Unit Award shall vest as follows provided the  Participant is an Employee, director or Consultant of the Company or of an Affiliate on the  applicable vesting:  [Insert Vesting Schedule]  The Company and the Participant acknowledge receipt of this Restricted Stock Unit Award  Grant Notice and agree to the terms of the Restricted Stock Unit Agreement attached hereto and  incorporated by reference herein, the Company’s 2020 Employee, Director and Consultant Equity  Incentive Plan and the terms of this Restricted Stock Unit Award as set forth above.  HYDROFARM HOLDINGS GROUP,  INC.  By:   Name:   Title:      Participant 





 






    HYDROFARM HOLDINGS GROUP, INC.  RESTRICTED STOCK UNIT AGREEMENT –  INCORPORATED TERMS AND CONDITIONS  AGREEMENT (this “Agreement”) made as of the date of grant set forth in the Restricted  Stock Unit Award Grant Notice between Hydrofarm Holdings Group, Inc. (the “Company”), a  Delaware corporation, and the individual whose name appears on the Restricted Stock Unit Award  Grant Notice (the “Participant”).  WHEREAS, the Company has adopted the 2020 Employee, Director and Consultant  Equity Incentive Plan (the “Plan”), to promote the interests of the Company by providing an  incentive for Employees, directors and Consultants of the Company and its Affiliates;  WHEREAS, pursuant to the provisions of the Plan, the Company desires to grant to the  Participant restricted stock units (“RSUs”) related to the Company’s common stock, $0.0001 par  value per share (“Common Stock”), in accordance with the provisions of the Plan, all on the terms  and conditions hereinafter set forth; and  WHEREAS, the Company and the Participant understand and agree that any terms used  and not defined herein have the meanings ascribed to such terms in the Plan.  NOW, THEREFORE, in consideration of the promises and the mutual covenants contained  herein and for other good and valuable consideration, the receipt and sufficiency of which are  hereby acknowledged, the parties hereto hereby agree as follows:  1. Grant of Award.  The Company hereby grants to the Participant an award for the  number of RSUs set forth in the Restricted Stock Unit Award Grant Notice (the “Award”).  Each  RSU represents a contingent entitlement of the Participant to receive one share of Common Stock,  on the terms and conditions and subject to all the limitations set forth herein and in the Plan, which  is incorporated herein by reference.  The Participant acknowledges receipt of a copy of the Plan.  2. Vesting of Award.  (a) Subject to the terms and conditions set forth in this Agreement and the Plan,  the Award granted hereby shall vest as set forth in the Restricted Stock Unit Award Grant Notice  and is subject to the other terms and conditions of this Agreement and the Plan.  On each vesting  date set forth in the Restricted Stock Unit Award Grant Notice, the Participant shall be entitled to  receive such number of shares of Common Stock equivalent to the number of RSUs as set forth in  the Restricted Stock Unit Award Grant Notice provided that the Participant is employed or  providing service to the Company or an Affiliate on such vesting date.  Such shares of Common  Stock shall thereafter be delivered by the Company to the Participant within five days of the  applicable vesting date and in accordance with this Agreement and the Plan.  (b) Except as otherwise set forth in this Agreement, if the Participant ceases to  be employed or providing services for any reason by the Company or by an Affiliate (the  “Termination”) prior to a vesting date set forth in the Restricted Stock Unit Award Grant Notice,  





 






2  then as of the date on which the Participant’s employment or service terminates, all unvested RSUs  shall immediately be forfeited to the Company and this Agreement shall terminate and be of no  further force or effect.  3. Prohibitions on Transfer and Sale.  This Award (including any additional RSUs  received by the Participant as a result of stock dividends, stock splits or any other similar  transaction affecting the Company’s securities without receipt of consideration) shall not be  transferable by the Participant otherwise than (i) by will or by the laws of descent and distribution,  or (ii) pursuant to a qualified domestic relations order as defined by the Internal Revenue Code or  Title I of the Employee Retirement Income Security Act or the rules thereunder.  Except as  provided in the previous sentence, the shares of Common Stock to be issued pursuant to this  Agreement shall be issued, during the Participant’s lifetime, only to the Participant (or, in the event  of legal incapacity or incompetence, to the Participant’s guardian or representative).  This Award  shall not be assigned, pledged or hypothecated in any way (whether by operation of law or  otherwise) and shall not be subject to execution, attachment or similar process.  Any attempted  transfer, assignment, pledge, hypothecation or other disposition of this Award or of any rights  granted hereunder contrary to the provisions of this Section 3, or the levy of any attachment or  similar process upon this Award shall be null and void.  4. Adjustments.  The Plan contains provisions covering the treatment of RSUs and  shares of Common Stock in a number of contingencies such as stock splits.  Provisions in the Plan  for adjustment with respect to this Award and the related provisions with respect to successors to  the business of the Company are hereby made applicable hereunder and are incorporated herein  by reference.  5. Securities Law Compliance.  The Participant specifically acknowledges and agrees  that any sales of shares of Common Stock shall be made in accordance with the requirements of  the Securities Act of 1933, as amended.  The Company currently has an effective registration  statement on file with the Securities and Exchange Commission with respect to the Common Stock  to be granted hereunder.  The Company intends to maintain this registration statement but has no  obligation to do so.  If the registration statement ceases to be effective for any reason, Participant  will not be able to transfer or sell any of the shares of Common Stock issued to the Participant  pursuant to this Agreement unless exemptions from registration or filings under applicable  securities laws are available.  Furthermore, despite registration, applicable securities laws may  restrict the ability of the Participant to sell his or her Common Stock, including due to the  Participant’s affiliation with the Company.  The Company shall not be obligated to either issue the  Common Stock or permit the resale of any shares of Common Stock if such issuance or resale  would violate any applicable securities law, rule or regulation.  6. Rights as a Stockholder.  The Participant shall have no right as a stockholder,  including voting and dividend rights, with respect to the RSUs subject to this Agreement.  7. Incorporation of the Plan.  The Participant specifically understands and agrees that  the RSUs and the shares of Common Stock to be issued under the Plan will be issued to the  Participant pursuant to the Plan, a copy of which Plan the Participant acknowledges he or she has  read and understands and by which Plan he or she agrees to be bound.  The provisions of the Plan  are incorporated herein by reference.  





 






3  8. Tax Liability of the Participant and Payment of Taxes.  The Participant  acknowledges and agrees that any income or other taxes due from the Participant with respect to  this Award or the shares of Common Stock to be issued pursuant to this Agreement or otherwise  sold shall be the Participant’s responsibility.  Without limiting the foregoing, the Participant agrees  that if under applicable law the Participant will owe taxes at each vesting date on the portion of  the Award then vested the Company shall be entitled to immediate payment from the Participant  of the amount of any tax or other amounts required to be withheld by the Company by applicable  law or regulation. Any taxes or other amounts due shall be paid, at the option of the Administrator  as follows:  (a) through reducing the number of shares of Common Stock entitled to be  issued to the Participant on the applicable vesting date in an amount equal to the statutory minimum  of the Participant’s total tax and other withholding obligations due and payable by the Company.   Fractional shares will not be retained to satisfy any portion of the Company’s withholding  obligation.  Accordingly, the Participant agrees that in the event that the amount of withholding  required would result in a fraction of a share being owed, that amount will be satisfied by  withholding the fractional amount from the Participant’s paycheck;  (b) requiring the Participant to deposit with the Company an amount of cash  equal to the amount determined by the Company to be required to be withheld with respect to the  statutory minimum amount of the Participant’s total tax and other withholding obligations due and  payable by the Company or otherwise withholding from the Participant’s paycheck an amount  equal to such amounts due and payable by the Company; or  (c) if the Company believes that the sale of shares can be made in compliance  with applicable securities laws, authorizing, at a time when the Participant is not in possession of  material nonpublic information, the sale by the Participant on the applicable vesting date of such  number of shares of Common Stock as the Company instructs a registered broker to sell to satisfy  the Company’s withholding obligation, after deduction of the broker’s commission, and the broker  shall be required to remit to the Company the cash necessary in order for the Company to satisfy  its withholding obligation.  To the extent the proceeds of such sale exceed the Company’s  withholding obligation the Company agrees to pay such excess cash to the Participant as soon as  practicable.  In addition, if such sale is not sufficient to pay the Company’s withholding obligation  the Participant agrees to pay to the Company as soon as practicable, including through additional  payroll withholding, the amount of any withholding obligation that is not satisfied by the sale of  shares of Common Stock.  The Participant agrees to hold the Company and the broker harmless  from all costs, damages or expenses relating to any such sale.  The Participant acknowledges that  the Company and the broker are under no obligation to arrange for such sale at any particular price.   In connection with such sale of shares of Common Stock, the Participant shall execute any such  documents requested by the broker in order to effectuate the sale of shares of Common Stock and  payment of the withholding obligation to the Company.  The Participant acknowledges that this  paragraph is intended to comply with Section 10b5-1(c)(1(i)(B) under the Exchange Act.  The Company shall not deliver any shares of Common Stock to the Participant until it is  satisfied that all required withholdings have been made.  





 






4  9. Participant Acknowledgements and Authorizations.  The Participant acknowledges the following:  (a) The Company is not by the Plan or this Award obligated to continue the  Participant as an employee, director or consultant of the Company or an Affiliate.  (b) The Plan is discretionary in nature and may be suspended or terminated by  the Company at any time.  (c) The grant of this Award is considered a one-time benefit and does not create  a contractual or other right to receive any other award under the Plan, benefits in lieu of awards or  any other benefits in the future.  (d) The Plan is a voluntary program of the Company and future awards, if any,  will be at the sole discretion of the Company, including, but not limited to, the timing of any grant,  the amount of any award, vesting provisions and the purchase price, if any.  (e) The value of this Award is an extraordinary item of compensation outside  of the scope of the Participant’s employment or consulting contract, if any.  As such the Award is  not part of normal or expected compensation for purposes of calculating any severance,  resignation, redundancy, end of service payments, bonuses, long-service awards, pension or  retirement benefits or similar payments.  The future value of the shares of Common Stock is  unknown and cannot be predicted with certainty.  (f) The Participant (i) authorizes the Company and each Affiliate and any agent  of the Company or any Affiliate administering the Plan or providing Plan recordkeeping services,  to disclose to the Company or any of its Affiliates such information and data as the Company or  any such Affiliate shall request in order to facilitate the grant of the Award and the administration  of the Plan; and (ii) authorizes the Company and each Affiliate to store and transmit such  information in electronic form for the purposes set forth in this Agreement.  10. Notices.  Any notices required or permitted by the terms of this Agreement or the  Plan shall be given by recognized courier service, facsimile, registered or certified mail, return  receipt requested, addressed as follows:  If to the Company:  Hydrofarm Holdings Group, Inc.  2249 South McDowell Boulevard Ext  Petaluma, California 94954  Attn:   If to the Participant at the address set forth on the Restricted Stock Unit Award Grant  Notice or to such other address or addresses of which notice in the same manner has previously  been given.  Any such notice shall be deemed to have been given on the earliest of receipt, one  business day following delivery by the sender to a recognized courier service, or three business  days following mailing by registered or certified mail.  





 






5  11. Assignment and Successors.  (a) This Agreement is personal to the Participant and without the prior written  consent of the Company shall not be assignable by the Participant otherwise than by will or the  laws of descent and distribution.  This Agreement shall inure to the benefit of and be enforceable  by the Participant’s legal representatives.  (b) This Agreement shall inure to the benefit of and be binding upon the  Company and its successors and assigns.  12. Governing Law.  This Agreement shall be construed and enforced in accordance  with the laws of the State of Delaware, without giving effect to the conflict of law principles  thereof.  For the purpose of litigating any dispute that arises under this Agreement, whether at law  or in equity, the parties hereby consent to exclusive jurisdiction in the state of California and agree  that such litigation shall be conducted in the state courts of the state of California or the federal  courts of the United States for the District of California.  13. Severability.  If any provision of this Agreement is held to be invalid or  unenforceable by a court of competent jurisdiction, then such provision or provisions shall be  modified to the extent necessary to make such provision valid and enforceable, and to the extent  that this is impossible, then such provision shall be deemed to be excised from this Agreement,  and the validity, legality and enforceability of the rest of this Agreement shall not be affected  thereby.  14. Entire Agreement.  This Agreement, together with the Plan, constitutes the entire  agreement and understanding between the parties hereto with respect to the subject matter hereof  and supersedes all prior oral or written agreements and understandings relating to the subject  matter hereof.  No statement, representation, warranty, covenant or agreement not expressly set  forth in this Agreement shall affect or be used to interpret, change or restrict the express terms and  provisions of this Agreement provided, however, in any event, this Agreement shall be subject to  and governed by the Plan.  15. Modifications and Amendments; Waivers and Consents.  The terms and provisions  of this Agreement may be modified or amended as provided in the Plan.  Except as provided in  the Plan, the terms and provisions of this Agreement may be waived, or consent for the departure  therefrom granted, only by written document executed by the party entitled to the benefits of such  terms or provisions.  No such waiver or consent shall be deemed to be or shall constitute a waiver  or consent with respect to any other terms or provisions of this Agreement, whether or not similar.   Each such waiver or consent shall be effective only in the specific instance and for the purpose for  which it was given, and shall not constitute a continuing waiver or consent.  16. Section 409A.  The Award of RSUs evidenced by this Agreement is intended to be  exempt from the nonqualified deferred compensation rules of Section 409A of the Code as a “short  term deferral” (as that term is used in the final regulations and other guidance issued under Section  409A of the Code, including Treasury Regulation Section 1.409A-1(b)(4)(i)), and shall be  construed accordingly.  





 






6  17. Data Privacy.  By entering into this Agreement, the Participant:  (i) authorizes the  Company and each Affiliate, and any agent of the Company or any Affiliate administering the  Plan or providing Plan recordkeeping services, to disclose to the Company or any of its Affiliates  such information and data as the Company or any such Affiliate shall request in order to facilitate  the grant of options and the administration of the Plan; (ii) to the extent permitted by applicable  law waives any data privacy rights he or she may have with respect to such information, and (iii)  authorizes the Company and each Affiliate to store and transmit such information in electronic  form for the purposes set forth in this Agreement.  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]    108116462v.2