restrictedawardexecutive






                                                                                                                                           TRUEBLUE, INC.                        RESTRICTED STOCK GRANT NOTICE & ACKNOWLEDGEMENT                                          (“Grant Notice”)                       (TrueBlue 2016 Omnibus Incentive Plan as Amended and Restated)      TrueBlue, Inc. (the “Company”), pursuant to its TrueBlue 2016 Omnibus Incentive Plan as Amended and Restated (the   “Plan”), grants to Participant named below, as of the Date of Grant, the number of shares of the Company’s common   stock set forth below.  The shares granted hereunder are subject to certain vesting and transfer restrictions as set forth   below and are referred to herein as “Restricted Stock.”  The Restricted Stock is subject to all of the Restricted Stock   Grant Terms and Conditions, attached hereto, and to the terms of the Plan, both of which are incorporated by reference   herein in their entirety.  Copies of the Plan are available upon request.            Participant:      «Full_Name»             Number of Shares of Restricted Stock Granted:   «Shares»            Date of Grant:      February 7, 2020                                              Grant Notice Confirmation Date:     March 7, 2020                        Vesting Terms: Three‐Year Vesting.  The Restricted Stock vests in three equal installments.  One third of the Restricted   Stock will vest on each successive annual anniversary of the Date of Grant, becoming 100% vested on the third annual   anniversary of the Date of Grant, so long as you are employed with the Company or a subsidiary or affiliate of the   Company at such time.      Additional  Terms/Acknowledgements:  Unless  Participant  contacts  the  Company’s  Chief  Legal  Officer’s  office  in   writing within 30 days of the date of this Grant Notice, Participant acknowledges receipt of, and understands and agrees   to, this Grant Notice and the attached Restricted Stock Grant Terms and Conditions, and understands that a copy of the   Plan is available upon request.  Participant further acknowledges that as of the Date of Grant, this Grant Notice, the   Restricted Stock Grant Terms and Conditions, and the Plan set forth the entire understanding between Participant and   the Company regarding the acquisition of the Restricted Stock granted hereunder and supersede all prior oral and   written agreements on that subject. Establishing a brokerage account as set forth below and/or accepting the Restricted   Stock granted hereunder shall constitute agreement to the terms above and any other referenced terms.        Brokerage  Account:  Participant  agrees  to  establish  and  maintain  a  brokerage  account  with  a  financial  institution   designated by the Company, which is currently Merrill Lynch.  The Participant will not be able to accept the award or   sell any shares vested under this agreement until such a brokerage account is created.      TRUEBLUE, INC.            By:                          Signature         Name:  James E. Defebaugh       Title:  EVP, Chief Legal Officer    Date:  February 7, 2020               ATTACHMENTS:  Restricted Stock Grant Terms and Conditions                                                                                                                                                              





 






                                                                                                                               RESTRICTED STOCK GRANT TERMS AND CONDITIONS                                                             Pursuant to your Restricted Stock Grant Notice & Acknowledgment (“Grant Notice”) and these Restricted Stock    Grant  Terms  and  Conditions,  TrueBlue,  Inc.  (the  “Company”)  has  granted  to  you  under  its  TrueBlue  2016  Omnibus    Incentive Plan as Amended and Restated (the “Plan”) the number of shares of the Company’s common stock (“Shares”)    indicated  in  your  Grant  Notice.  The  Shares  are  subject  to  certain  vesting  restrictions  and  are  referred  to  herein  as    “Restricted Stock.”  Defined terms not explicitly defined in these Restricted Stock Grant Terms and Conditions, but defined    in the Plan, shall have the same definitions as in the Plan.  The definitions of “Cause,” “Terminate for Good Reason,” and    “Change of Control” shall be the same as set forth in the Participant’s Employment Agreements (defined below).                      Subject to the limitations contained herein, the provisions of your employment agreement, and, if applicable, any    change in control agreement between you and the Company, (the “Employment Agreements”) shall supersede and control    any conflict between the (a) Employment Agreements and (b) the Grant Notice or these Restricted Stock Grant Terms and    Conditions.  The details of your award are as follows:                    1.     VESTING AND FORFEITURE OF RESTRICTED STOCK.                             (a)    Termination  of  Employment.  Subject  to  the  limitations  contained  herein,  you  will  vest  in  your    Restricted  Stock  as  provided  in  your  Grant  Notice,  provided  that  vesting  will  cease  upon  the  termination  of  your    employment with the Company and its subsidiaries and affiliates.  Any Restricted Stock in which you are not vested    when you terminate employment with the Company and its subsidiaries and affiliates shall be forfeited and ownership    of such Shares shall return to the Company on your employment termination date.                    (b)    Change of Control.  If there is a Change of Control while you are employed by the Company or any    subsidiary or affiliate of the Company, and you are terminated without Cause or you Terminate for Good Reason, your    Restricted Stock shall become immediately 100% vested upon such Change of Control and subsequent termination.                      (c)    Retirement.  If you retire (voluntarily terminate your employment) from the Company, and are: (i) at    least 55 years of age, and (ii) have completed 10 years of service with the Company, then at the time of your termination,    Shares that would normally vest at the next scheduled vesting will be prorated based on the days worked since the last    vesting date and released to you within 30 days of your termination of employment.                            2.     NUMBER OF SHARES OF RESTRICTED STOCK.  The number of Shares of Restricted Stock referenced  in your Grant Notice may be adjusted from time to time for changes in the Company’s capital structure at the Board’s sole  discretion, as provided in the Plan.                    3.     OWNERSHIP AND TAXATION UPON VESTING IN RESTRICTED STOCK.                    (a)    Until you vest in your Restricted Stock, the Restricted Stock shall be held by the Company on your    behalf.  Your ownership of the Restricted Stock shall be evidenced by a stock certificate, appropriate entry on the books    of the Company or of a duly authorized transfer agent of the Company, or other appropriate means as determined by    the Company.  In the event ownership of Shares is prohibited due to foreign exchange, securities regulations, or other    provisions of applicable law, you or, in the event of your death, your legal representative, shall receive cash proceeds in    an amount equal to the value of the Shares otherwise distributable to you upon vesting in the Restricted Stock, net of    the satisfaction of the requirements of Section 3(b) below.                    (b)    Upon vesting in your Restricted Stock, you shall pay, or make adequate arrangements satisfactory to    the Company or a subsidiary or affiliate of the Company to pay, any sums required to satisfy the federal, state, local, and    foreign tax withholding obligations of the Company or a subsidiary or affiliate of the Company, if any, which arise in    connection with your vesting in the Restricted Stock.  You hereby authorize the Company (or a subsidiary or affiliate of    the Company that employs you), at the time your Restricted Stock becomes vested or at any time thereafter, to withhold    from payroll and any other amounts payable to you, and otherwise agree to make adequate provision for, sums to satisfy    the required tax withholdings.  Alternatively, or in addition, if permissible under local law, the Company may (i) sell or    arrange  for  the  sale  of  a  portion  of  the  Restricted  Stock  to  satisfy  the  withholding  obligation  and/or  (ii)  reclaim                                                                                                             





 






                                                                                                       ownership of a portion of the Restricted Stock, provided that the Company shall retake ownership in only the amount    of Shares necessary to satisfy the minimum withholding amount.  You shall pay to the Company (or the subsidiary or    affiliate of the Company that employs you) any amount needed to pay the tax withholding obligations that cannot be    satisfied  by  the  means  previously  described.  The  Company  may  refuse  to  release  the  transfer  restrictions  on  the    Restricted Stock if you fail to meet your tax withholding obligations.                    (c)    In lieu of releasing restrictions on fractional Shares, on the vesting of a fraction of a Share, the Company    shall vest the entire Share where the fraction represents 0.5 or more of the Share and shall not vest any of the Share    where such fraction represents less than 0.5 of the Share.                    (d)    Until your Restricted Stock is evidenced by a stock certificate, appropriate entry on the books of the    Company or of a duly authorized transfer agent of the Company, or other appropriate means, you shall have no right to    vote or receive dividends or any other rights as a shareholder with respect to such Shares.  No adjustment will be made    for a dividend or other right for which the record date is prior to the date you are recorded as the owner of the Shares,    unless the Committee provides you with a dividend equivalent right pursuant to Section 4 of the Plan.                     (e)    By  accepting  the  Grant  Notice  through  accepting  the  Restricted  Stock  grant  at  the  Merrill  Lynch    website, you agree not to sell any of the Shares in which you become vested at a time when applicable laws or Company    policies prohibit a sale.                    4.     TRANSFERABILITY.  Your  right  in  the  Restricted  Stock  awarded  under  the  Grant  Notice  and  any  interest therein may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner, other than  by will or by the laws of descent or distribution, prior to the vesting in respect of such Restricted Stock.                    5.     RESTRICTED STOCK AWARD NOT A SERVICE CONTRACT.  Your award of Restricted Stock is not an  employment  or  service  contract,  and  nothing  in  your  award  shall  be  deemed  to  create  in  any  way  whatsoever  any  obligation on your part to continue in the employ of the Company or a subsidiary or affiliate of the Company, or any  obligation on the  part of  the  Company or  a subsidiary  or affiliate of  the  Company  to  continue your  employment.  In  addition, nothing in your award shall obligate the Company or a subsidiary or affiliate of the Company, their respective  shareholders, boards of directors, officers, or employees to continue any relationship that you might have as a Director or  Consultant for the Company or a subsidiary or affiliate of the Company.                    6.     GOVERNING PLAN DOCUMENT.  Your Restricted Stock award is subject to all the provisions of the  Plan,  the  provisions  of  which  are  hereby  made  a  part  of  your  award,  and  is  further  subject  to  all  interpretations,  amendments, rules, and regulations which may from time to time be promulgated and adopted pursuant to the Plan.  In  the event of any conflict between the provisions of your award or your Employment Agreements and those of the Plan,  the provisions of the Plan shall control.                    7.     STOCKHOLDER RIGHTS.  You will be deemed to be the holder of, and will have all of the rights of a  holder with respect to, any Shares and with respect to your Restricted Stock once your ownership of such Shares or  Restricted Stock is evidenced as set forth in Section 3 above, even if you have not vested in your Restricted Stock, provided,  however, that any dividends paid or distributions made on Restricted Stock in which you are not vested shall be subject  to  the  same  vesting  schedule  as  the  Restricted  Stock  upon  which  the  dividend  is  paid  or  distribution  made,  and  the  Restricted Stock shall be subject to transfer restrictions as set forth in Section 4 above.                     8.     GOLDEN PARACHUTE TAXES.  In the event that any amounts paid or deemed paid to you pursuant to  the Grant Notice are deemed to constitute “excess parachute payments” as defined in Section 280G of the Code (taking  into account any other payments made to you under the Plan and any other compensation paid or deemed paid to you),  or if you are deemed to receive an “excess parachute payment” by reason of the acceleration of vesting of your Restricted  Stock granted under the Plan due to a Change of Control, the amount of such payments or deemed payments shall be  reduced (or, alternatively, the number of Shares of Restricted Stock that become 100% vested shall be reduced), so that  no such payments or deemed payments shall constitute excess parachute payments.  The determination of whether a  payment or deemed payment constitutes an excess parachute payment shall be in the sole discretion of the Company’s  Board.