BLACK DIAMOND, INC.


2015 STOCK INCENTIVE PLAN


STOCK AWARD AGREEMENT


 


 


STOCK AWARD AGREEMENT
(the “Agreement”) made as of this «numberdate» day of «month», «year»,
by and between Black Diamond, Inc., a Delaware corporation, having its principal office at 2084 East 3900 South, Salt Lake City,
Utah 84124 (the “Company”), and «FirstName» «LastName», an individual residing in «citystate»
(the “Recipient”). Capitalized terms not defined herein shall have the meanings ascribed to them in the Company’s
2015 Stock Incentive Plan.


 


WHEREAS, the Company
has heretofore adopted the Black Diamond, Inc. 2015 Stock Incentive Plan (the “Plan”) for the benefit of certain employees,
officers, directors, consultants, independent contractors and advisors of the Company or Subsidiaries of the Company, which Plan
has been approved by the Company’s stockholders; and the Recipient is a valued and trusted «employee / director»
 of the Company and/or one of its subsidiaries; and


 


WHEREAS, the Company
believes it to be in the best interests of the Company to secure the future services of the Recipient by providing the Recipient
with an inducement to remain an «employee / director» of the Company and/or one of its Subsidiaries through
the grant of a stock grant in the Company.


 


NOW, THEREFORE,
the parties agree as follows:


 


1.   Stock
Award. Subject to the provisions hereinafter set forth and the terms and conditions of the Plan, the Company hereby grants
to the Recipient, as of «grantdate» (the “Grant Date”), a stock award, subject to the vesting schedule
set forth below, of up to an aggregate of  «amountofshares»
shares (the “Grant Shares”) of common stock of the Company, par value $0.0001 per share (the “Common Stock”),
such number being subject to adjustment as provided in the Plan. As more fully described below, the Grant Shares granted hereby
are subject to forfeiture by the Recipient if certain criteria are not satisfied. 


 


2.   Vesting.


 


(a)   The Grant Shares
shall vest and become non-forfeitable in accordance with the following schedule:


 


	 	Earned Portion of
	Vesting Date	Grant Shares
	 	 
	«Vestingdate1»	«shares1»
	«Vestingdate2»	«shares2»
	«Vestingdate3»	«shares3»
	«Vestingdate4»	«Shares4»
	«Vestingdate5»	«Shares5»


 




     


     


    

 


(b)   Notwithstanding
the vesting schedule set forth above, such vesting schedule may be accelerated by the Board of Directors or the Compensation Committee
of the Board of Directors (the “Committee”) in their sole decision.


 


(c)   Upon the vesting
date the earned portion of the Grant Shares shall be issued to the Recipient in accordance with the Plan and the terms hereof including
Section 3 below.


 



(d)
   If the Recipient is terminated by the Company or its Subsidiaries for Cause (as defined in the Plan), voluntarily terminates
employment by the Company or its Subsidiaries or if Recipient’s service to the Company is Terminated because of death or
Disability of Recipient, prior to the satisfaction of the vesting provisions
set forth above, no further portion of the Grant Shares shall become vested pursuant to this Agreement and such unvested Grant
Shares shall be forfeited effective as of the date that the Recipient ceases to be so employed by the Company.


 


(e)   Nothing in the
Plan or this Agreement shall confer on Recipient any right to continue in the employ of, or other relationship with, the Company
or any Subsidiary of the Company, or limit in any way the right of the Company or any Affiliate or Subsidiary of the Company to
terminate Recipient’s employment or other relationship at any time, with or without Cause. This Agreement does not constitute
an employment contract. This Agreement does not guarantee employment for the length of time of the vesting schedule set forth above
or for any portion thereof.


 


(f)   Recipient
understands that Recipient may suffer adverse tax consequences as a result of the grant, vesting or disposition of the Grant Shares.
Recipient represents that Recipient has consulted with his or her own independent tax consultant(s) as Recipient deems advisable
in connection with the grant, vesting or disposition of the Grant Shares and that Recipient is not relying on the Company for
any tax advice. 


 


3.   Issuance and Withholding.


 


(a)   Upon vesting,
the Company shall issue the earned Grant Shares registered in the name of Recipient, Recipient’s authorized assignee, or
Recipient’s legal representative, and shall deliver certificates representing the Grant Shares.


 


(b)   Subject to Section
16 below, prior to the issuance of the Grant Shares, Recipient must pay or provide for any applicable federal or state withholding
obligations of the Company.


 


4.   Compliance With Laws
and Regulations. The issuance and transfer of Grant Shares shall be subject to compliance by the Company and Recipient
with all applicable requirements of federal and state securities laws and with all applicable requirements of any stock exchange
or quotation system on which the Company’s Common Stock may be listed at the time of such issuance or transfer


 


5.   Non-transferability.
Until the Grant Shares shall be vested and issued and until the satisfaction of any and all other conditions specified herein,
the Grant Shares may not be sold, transferred, assigned, pledged or otherwise encumbered or disposed of by the Recipient, other
than by will or by the laws of descent and distribution, except upon the written consent of the Company and, in any case, in compliance
with the terms and conditions of this Agreement. The terms of this stock award shall be binding upon the executors, administrators,
successors and assigns of Recipient.


 




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6.   Privileges of Stock
Ownership. Recipient shall not have any of the rights of a stockholder with respect to any Grant Shares until the Grant
Shares are issued to Recipient.


 


7.   Interpretation.
Any dispute regarding the interpretation of this Agreement shall be submitted by Recipient or the Company to the Committee
for review. The resolution of such a dispute by the Committee shall be final and binding on the Company and Recipient.


 


8.   Entire Agreement.
The Plan is incorporated herein by reference. This Agreement and the Plan constitute the entire agreement and understanding
of the parties hereto with respect to the subject matter hereof and supersede all prior understandings and agreements with respect
to such subject matter.


 


9.   Notices. Any
notice required to be given or delivered to the Company under the terms of this Agreement shall be in writing and addressed to
the Corporate Secretary of the Company at its principal corporate offices. Any notice required to be given or delivered to Recipient
shall be in writing and addressed to Recipient at the address indicated above or to such other address as such party may designate
in writing from time to time to the Company. All notices shall be deemed to have been given or delivered upon: personal delivery;
three (3) days after deposit in the United States mail by certified or registered mail (return receipt requested); one (1) business
day after deposit with any return receipt express courier (prepaid); or one (1) business day after transmission by facsimile.


 


10.   Successors and Assigns.
The Company may assign any of its rights under this Agreement. This Agreement shall be binding upon and inure to the benefit
of the successors and assigns of the Company. Subject to the restrictions on transfer set forth herein, this Agreement shall be
binding upon Recipient and Recipient’s heirs, executors, administrators, legal representatives, successors and assigns.


 


11.   Governing Law.
This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, applicable to agreements
made and to be performed entirely within such state, other than conflict of laws principles thereof directing the application of
any law other than that of Delaware.


 


12.   Acceptance. Recipient
hereby acknowledges receipt of a copy of the Plan and this Agreement. Recipient has read and understands the terms and
provisions thereof, and accepts this stock award subject to all the terms and conditions of the Plan and this Agreement.
Recipient acknowledges that there may be adverse tax consequences upon the grant or the vesting of this stock award, issuance
or disposition of the Grant Shares and that the Company has advised Recipient to consult a tax advisor regarding the tax
consequences of the grant, vesting, issuance or disposition.


 


13.   Covenants of the Recipient
The Recipient agrees (and for any heir, executor, administrator, legal representative, successor, or assignee hereby agrees), as
a condition upon the grant of the stock award hereunder:


 


(a)   Upon the request
of the Committee, to execute and deliver a certificate, in form satisfactory to the Committee, certifying that the Grant Shares
being acquired pursuant to the vesting provisions set forth above
are for such person’s own account for investment only and not with any view to or present intention to resell or distribute
the same. The Recipient hereby agrees that the Company shall have no obligation to deliver the Grant Shares unless and until such
certificate shall be executed and delivered to the Company by the Recipient or any successor.


 




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(b)   Upon the request
of the Committee, to execute and deliver a certificate, in form satisfactory to the Committee, certifying that any subsequent resale
or distribution of the Grant Shares by the Recipient shall be made only pursuant to either (i) a Registration Statement on an appropriate
form under the Securities Act of 1933, as amended (the “Securities Act”), which Registration Statement has become effective
and is current with regard to the Grant Shares being sold, or (ii) a specific exemption from the registration requirements of the
Securities Act, but in claiming such exemption the Recipient shall, prior to any offer of sale or sale of such Grant Shares, obtain
a prior favorable written opinion of counsel, in form and substance satisfactory to counsel for the Company, as to the application
of such exemption thereto. The foregoing restriction contained in this subparagraph (b) shall not apply to (i) issuances by the
Company so long as the Grant Shares being issued are registered under the Securities Act and a prospectus in respect thereof is
current, or (ii) re-offerings of the Grant Shares by Affiliates of the Company (as defined in Rule 405 or any successor rule or
regulation promulgated under the Securities Act) if the Grant Shares being re-offered are registered under the Securities Act and
a prospectus in respect thereof is current.


 


(c)   That certificates
evidencing Grant Shares being acquired pursuant to the vesting schedule
set forth above shall bear a legend, in form satisfactory to counsel for the Company, manifesting the investment intent
and resale restrictions of the Recipient described in this Section.


 


(d)   That upon vesting
of the Grant Shares pursuant to the vesting provisions set forth above,
or upon sale of the Grant Shares, as the case may be, the Company shall have the right to require the Recipient to remit to the
Company, or in lieu thereof, the Company may deduct, an amount of shares or cash sufficient to satisfy federal, state or local
withholding tax requirements, if any, prior to the delivery of any certificate for such Grant Shares or thereafter, as appropriate.


 





14.   Obligations of the
Company







  


(a)   Notwithstanding
anything to the contrary contained herein, neither the Company nor its transfer agent shall be required to issue any fraction of
a share of Common Stock, and the Company shall issue the largest number of whole Grant Shares of Common Stock to which Recipient
is entitled and shall return to the Recipient the amount of any unissued fractional share in cash.


  


(b)   The Company may
endorse such legend or legends upon the certificates for Grant Shares issued to the Recipient pursuant to the Plan and may issue
such “stop transfer” instructions to its transfer agent in respect of such Grant Shares as, in its discretion, it determines
to be necessary or appropriate to: (i) prevent a violation of, or to perfect an exemption from, the registration requirements of
the Securities Act; or (ii) implement the provisions of the Plan and any agreement between the Company and the Recipient or grantee
with respect to such Grant Shares.


  


(c)   The Company shall
pay all issue or transfer taxes with respect to the issuance or transfer of
Grant Shares to Recipient, as well as all fees and expenses necessarily incurred by the Company in connection with such issuance
or transfer.


  


(d)   All Grant Shares
issued following vesting shall be fully paid and non-assessable to the extent permitted by law.


 






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15.   No Section 83(b) Election.
Recipient shall not file an election with the Internal Revenue Service under Section 83(b).


 


16.   Withholding Taxes.
The Recipient acknowledges that the Company is not responsible for the tax consequences to the Recipient of the granting, vesting
or issuance of the Grant Shares, and that it is the responsibility of the Recipient to consult with the Recipient’s personal
tax advisor regarding all matters with respect to the tax consequences of the granting, vesting and issuance of the Grant Shares.
The Company shall have the right to deduct from the Grant Shares or any payment to be made with respect to the Grant Shares any
amount that federal, state, local or foreign tax law requires to be withheld with respect to the Grant Shares or any such payment.
Alternatively, the Company may require that the Recipient, prior to or simultaneously with the Company incurring any obligation
to withhold any such amount, pay such amount to the Company in cash or in shares of the Company’s Common Stock (including
shares of Common Stock retained from the stock award creating the tax obligation), which shall be valued at the Fair Market Value
of such shares on the date of such payment. In any case where it is determined that taxes are required to be withheld in connection
with the issuance, transfer or delivery of the shares, the Company may reduce the number of shares so issued, transferred or delivered
by such number of shares as the Company may deem appropriate to comply with such withholding. The Company may also impose such
conditions on the payment of any withholding obligations as may be required to satisfy applicable regulatory requirements under
the Exchange Act, if any.


 


17.   Miscellaneous


 


(a)   If the Recipient
loses this Agreement representing the stock award granted hereunder, or if this Agreement is stolen,
damaged or destroyed, the Company shall, subject to such reasonable terms as to indemnity as the Committee, in its sole discretion
shall require, replace the Agreement. 


 


(b)   This Agreement
cannot be amended, supplemented or changed, and no provision hereof can be waived, except by a written instrument making specific
reference to this Agreement and signed by the party against whom enforcement of any such amendment, supplement, modification or
waiver is sought. A waiver of any right derived hereunder by the Recipient shall not be deemed a waiver of any other right derived
hereunder.


 


(c)   This Agreement
may be executed in any number of counterparts, but all counterparts will together constitute but one agreement.


 


(d)   In the event of
a conflict between the terms and conditions of this Agreement and the Plan, the terms and conditions of the Plan shall govern.
All capitalized terms used herein but not defined shall have the meanings given to such terms in the Plan.


 


(e)   All
Grant Shares and benefits provided under this Agreement shall be subject to any compensation recovery or clawback policy
as required under applicable law, rule or regulation or otherwise adopted by the Company from time to time.


 


(Signature Page Follows)


 




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IN WITNESS WHEREOF,
the Company has caused this Agreement to be executed in duplicate by its duly authorized representative and Recipient has executed
this Agreement in duplicate as of the Date of Grant.


 


 


	BLACK DIAMOND, INC.
	 	 
	 	 
	By:	 
	 	Name:
	 	Title:
	 	 
	 	 
	RECIPIENT
	 	 
	By: 	 
	 	«FirstName» «LastName»



 






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