EX-10.31





 Exhibit 10.31 

 

	
	  

PAE INCORPORATED
 2020
EQUITY INCENTIVE PLAN
  


 RESTRICTED STOCK UNIT GRANT NOTICE 

Capitalized terms not specifically defined in this Restricted Stock Unit Grant Notice (the “Grant Notice”) have the
meanings given to them in the 2020 Equity Incentive Plan (as amended from time to time, the “Plan”) of PAE Incorporated (the “Company”). 

The Company has granted to the participant listed below (“Participant”) the Restricted Stock Units described in this
Grant Notice (the “RSUs”), subject to the terms and conditions of the Plan and the Restricted Stock Unit Agreement attached as Exhibit A (the “Agreement”), both of which are incorporated into
this Grant Notice by reference. 
  

			
	Participant:	  	
		
	Grant Date:	  	
		
	Number of RSUs:	  	
		
	Vesting Commencement Date:	  	
		
	Vesting Schedule:	  	Subject to the terms of the Agreement, the RSUs shall vest in a single installment on the first to occur of (i) the first anniversary of the Vesting Commencement Date, (ii) immediately prior to a Change of Control that
occurs on or before to Participant’s Termination of Service or (iii) immediately prior to Participant’s termination of employment with the Company and its Subsidiaries without Cause or due to the Participant’s death, Disability
or resignation for Good Reason (as such capitalized terms are defined in the Agreement).

 By Participant’s signature below, Participant agrees to be bound by the terms of this Grant Notice, the
Plan and the Agreement. Participant has reviewed the Plan, this Grant Notice and the Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of the
Plan, this Grant Notice and the Agreement. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under the Plan, this Grant Notice or the Agreement. 

 

									
	PAE INCORPORATED	 		 		 	PARTICIPANT
					
	By:	 	  
	 	                        	 		 	  

					
	Name:	 	  
	 		 	                    	 	[Participant Name]
					
	Title:	 	  
	 		 		 	













 Exhibit A 

RESTRICTED STOCK UNIT AGREEMENT 

ARTICLE I. 
 GENERAL

 1.1 Award of RSUs and Dividend Equivalents. 

(a) The Company has granted the RSUs to Participant effective as of the grant date set forth in the Grant Notice (the “Grant
Date”). Each RSU represents the right to receive one Share or, at the option of the Company, an amount of cash, in either case, as set forth in this Agreement. Participant will have no right to the distribution of any Shares or payment
of any cash until the time (if ever) the RSUs have vested. 
 (b) The Company hereby grants to Participant, with respect to each RSU, a
Dividend Equivalent for ordinary cash dividends paid to substantially all holders of outstanding Shares with a record date after the Grant Date and prior to the date the applicable RSU is settled, forfeited or otherwise expires. Each Dividend
Equivalent entitles Participant to receive the equivalent value of any such ordinary cash dividends paid on a single Share. The Company will establish a separate Dividend Equivalent bookkeeping account (a “Dividend Equivalent
Account”) for each Dividend Equivalent and credit the Dividend Equivalent Account (without interest) on the applicable dividend payment date with the amount of any such cash paid. 

1.2 Incorporation of Terms of Plan. The RSUs are subject to the terms and conditions set forth in this Agreement and the Plan, which is
incorporated herein by reference. In the event of any inconsistency between the Plan and this Agreement, the terms of the Plan will control. 

1.3 Definitions. Capitalized terms not specifically defined in this Agreement have the meanings specified in the Grant Notice or, if not
defined in the Grant Notice, in the Plan. When used in this Agreement or the Grant Notice, the following capitalized terms have the following meanings: 

(a) “Change of Control” means any transaction or series of transactions the result of which is: (a) the
acquisition by any person or entity or “group” (as defined in the Exchange Act) of persons or entities of direct or indirect beneficial ownership of securities representing 50% or more of the combined voting power of the then outstanding
securities of the Company; (b) a merger, consolidation, reorganization or other business combination, however effected, resulting in any person or entity or “group” (as defined in the Exchange Act) of persons or entities acquiring at
least 50% of the combined voting power of the then outstanding securities of the Company or the surviving entity outstanding immediately after such combination; or (c) a sale of all or substantially all of the assets of the Company. 

(b) “Disability” means (i) if Participant is a party to a written employment agreement or offer letter with the
Company or any of its Subsidiaries in which the term “disability” is defined, “Disability” as defined in the employment agreement or offer letter, or (ii) if no such employment agreement or offer letter exists, a permanent
and total disability under Section 22(e)(3) of the Code, as amended. 
 (c) “Good Reason” means (i) if
Participant is a party to a written employment agreement or offer letter with the Company or any of its Subsidiaries in which the term “good reason” is defined, “good reason” as defined in the employment agreement or offer
letter, or (ii) if no such employment agreement or offer letter exists, the occurrence of any of the following without Participant’s prior written consent: (1) a material reduction in annual base salary or target annual cash bonus
opportunity or (2) a relocation of Participant’s principal place of business of 50 miles or more, provided such relocation also 












 
increases Participant’s commute by at least 25 miles, provided in the case of this clause (ii), Participant must provide written notice to the Company or its Subsidiary of Participant’s
intent to resign for Good Reason within 45 days of the occurrence of the applicable event (each, a “Good Reason Event”) in order for Participant’s resignation for Good Reason to be effective hereunder. Upon receipt of
such notice, the Company or its Subsidiary shall have 30 days (the “Good Reason Cure Period”) to rectify the Good Reason Event. If the Company or its Subsidiary fails to rectify the Good Reason Event prior to the expiration
of the Good Reason Cure Period, then Participant may terminate employment within 10 days following the expiration of the Good Reason Cure Period and such termination will be considered for Good Reason. 

1.4 Unsecured Promise. The RSUs and Dividend Equivalents will at all times prior to settlement represent an unsecured Company obligation
payable only from the Company’s general assets. 
 ARTICLE II. 

VESTING; FORFEITURE AND SETTLEMENT 

2.1 Vesting; Forfeiture. The RSUs will vest according to the vesting schedule in the Grant Notice. In the event of Participant’s
Termination of Service for any reason, all unvested RSUs will immediately and automatically be cancelled and forfeited, except as provided in the Grant Notice or otherwise determined by the Administrator or provided in a binding written agreement
between Participant and the Company. Dividend Equivalents (including any Dividend Equivalent Account balance) will vest or be forfeited, as applicable, upon the vesting or forfeiture of the RSU with respect to which the Dividend Equivalent
(including the Dividend Equivalent Account) relates. 
 2.2 Settlement. 

(a) RSUs and Dividend Equivalents (including any Dividend Equivalent Account balance) will be paid in Shares or cash at the Company’s
option as soon as administratively practicable after the vesting of the applicable RSU, but in no event more than thirty (30) days after the RSU’s vesting date. Notwithstanding the foregoing, the Company may delay any payment under this
Agreement that the Company reasonably determines would violate Applicable Law until the earliest date the Company reasonably determines the making of the payment will not cause such a violation (in accordance with Treasury Regulation Section 1.409A-2(b)(7)(ii)), provided the Company reasonably believes the delay will not result in the imposition of excise taxes under Section 409A. 

(b) If an RSU is paid in cash, the amount of cash paid with respect to the RSU will equal the Fair Market Value of a Share on the day
immediately preceding the payment date. If a Dividend Equivalent is paid in Shares, the number of Shares paid with respect to the Dividend Equivalent will equal the quotient, rounded down to the nearest whole Share, of the Dividend Equivalent
Account balance divided by the Fair Market Value of a Share on the day immediately preceding the payment date. 
 ARTICLE III. 

TAXATION AND TAX WITHHOLDING 

3.1 Representation. Participant represents to the Company that Participant has reviewed with Participant’s own tax advisors the
tax consequences of this Award and the transactions contemplated by the Grant Notice and this Agreement. Participant is relying solely on such advisors and not on any statements or representations of the Company or any of its agents. 

3.2 Tax Withholding. 

  
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 (a) The Company has the right and option, but not the obligation, to treat
Participant’s failure to provide timely payment in accordance with the Plan of any withholding tax arising in connection with the RSUs or Dividend Equivalents as Participant’s election to satisfy all or any portion of the withholding tax
by requesting the Company retain Shares otherwise issuable under the Award. 
 (b) Participant acknowledges that Participant is ultimately
liable and responsible for all taxes owed in connection with the RSUs and the Dividend Equivalents, regardless of any action the Company or any Subsidiary takes with respect to any tax withholding obligations that arise in connection with the RSUs
or Dividend Equivalents. Neither the Company nor any Subsidiary makes any representation or undertaking regarding the treatment of any tax withholding in connection with the awarding, vesting or payment of the RSUs or the Dividend Equivalents or the
subsequent sale of Shares. The Company and the Subsidiaries do not commit and are under no obligation to structure the RSUs or Dividend Equivalents to reduce or eliminate Participant’s tax liability. 

ARTICLE IV. 
 OTHER
PROVISIONS 
 4.1 Adjustments. Participant acknowledges that the RSUs, the Shares subject to the RSUs and the Dividend
Equivalents are subject to adjustment, modification and termination in certain events as provided in this Agreement and the Plan. 
 4.2
Notices. Any notice to be given under the terms of this Agreement to the Company must be in writing and addressed to the Company in care of the Company’s Secretary at the Company’s principal office or the Secretary’s
then-current email address or facsimile number. Any notice to be given under the terms of this Agreement to Participant must be in writing and addressed to Participant at Participant’s last known mailing address, email address or facsimile
number in the Company’s personnel files. By a notice given pursuant to this Section, either party may designate a different address for notices to be given to that party. Any notice will be deemed duly given when actually received, when sent by
email, when sent by certified mail (return receipt requested) and deposited with postage prepaid in a post office or branch post office regularly maintained by the United States Postal Service, when delivered by a nationally recognized express
shipping company or upon receipt of a facsimile transmission confirmation. 
 4.3 Titles. Titles are provided herein for convenience
only and are not to serve as a basis for interpretation or construction of this Agreement. 
 4.4 Conformity to Securities Laws.
Participant acknowledges that the Plan, the Grant Notice and this Agreement are intended to conform to the extent necessary with all Applicable Laws and, to the extent Applicable Laws permit, will be deemed amended as necessary to conform to
Applicable Laws. 
 4.5 Successors and Assigns. The Company may assign any of its rights under this Agreement to single or multiple
assignees, and this Agreement will inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer set forth in the Plan, this Agreement will be binding upon and inure to the benefit of the heirs, legatees,
legal representatives, successors and assigns of the parties hereto. 
 4.6 Limitations Applicable to Section 16
Persons. Notwithstanding any other provision of the Plan or this Agreement, if Participant is subject to Section 16 of the Exchange Act, the Plan, the Grant Notice, this Agreement, the RSUs and the Dividend Equivalents will be subject to
any additional limitations set forth in any applicable exemptive rule under Section 16 of the Exchange Act (including any amendment to Rule 16b-3) that are requirements for the application of such
exemptive rule. To the extent Applicable Laws permit, this Agreement will be deemed amended as necessary to conform to such applicable exemptive rule. 

  
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 4.7 Entire Agreement. The Plan, the Grant Notice and this Agreement (including any
exhibit hereto) constitute the entire agreement of the parties and supersede in their entirety all prior undertakings and agreements of the Company and Participant with respect to the subject matter hereof. 

4.8 Agreement Severable. In the event that any provision of the Grant Notice or this Agreement is held illegal or invalid, the provision
will be severable from, and the illegality or invalidity of the provision will not be construed to have any effect on, the remaining provisions of the Grant Notice or this Agreement. 

4.9 Limitation on Participant’s Rights. Participation in the Plan confers no rights or interests other than as herein provided.
This Agreement creates only a contractual obligation on the part of the Company as to amounts payable and may not be construed as creating a trust. Neither the Plan nor any underlying program, in and of itself, has any assets. Participant will have
only the rights of a general unsecured creditor of the Company with respect to amounts credited and benefits payable, if any, with respect to the RSUs and Dividend Equivalents, and rights no greater than the right to receive cash or the Shares as a
general unsecured creditor with respect to the RSUs and Dividend Equivalents, as and when settled pursuant to the terms of this Agreement. 

4.10 Not a Contract of Employment. Nothing in the Plan, the Grant Notice or this Agreement confers upon Participant any right to
continue in the employ or service of the Company or any Subsidiary or interferes with or restricts in any way the rights of the Company and its Subsidiaries, which rights are hereby expressly reserved, to discharge or terminate the services of
Participant at any time for any reason whatsoever, with or without Cause, except to the extent expressly provided otherwise in a written agreement between the Company or a Subsidiary and Participant. 

4.11 Counterparts. The Grant Notice may be executed in one or more counterparts, including by way of any electronic signature, subject
to Applicable Law, each of which will be deemed an original and all of which together will constitute one instrument. 

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