Exhibit 10.13


 







P3 HEALTH PARTNERS INC.


 




2021 INCENTIVE AWARD PLAN





 


RESTRICTED STOCK
Unit Grant Notice


 


P3 Health Partners Inc., a
Delaware corporation (the “Company”), has granted to the participant listed below (“Participant”)
the Restricted Stock Units (the “RSUs”) described in this Restricted Stock Unit Grant Notice (this “Grant
Notice”), subject to the terms and conditions of the P3 Health Partners Inc. 2021 Incentive Award Plan (as amended from
time to time, the “Plan”) and the Restricted Stock Unit Agreement attached hereto as Exhibit A (the “Agreement”),
both of which are incorporated into this Grant Notice by reference. Capitalized terms not specifically defined in this Grant Notice or
the Agreement have the meanings given to them in the Plan.


 


	Participant:	[To be specified]
	Grant Date:	[To be specified]
	Number of RSUs:	[To be specified]
	Vesting Commencement Date:	[To be specified]
	Vesting Schedule:	[To be specified]
	 	 


By accepting (whether in writing,
electronically or otherwise) the RSUs, 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.


 


	P3 HEALTH PARTNERS INC. 	PARTICIPANT
	 	 
	By:		
	Name: 		[Participant Name]
	Title:		 	 


 






     


     


    

 


RESTRICTED STOCK
UNIT AGREEMENT


 


Capitalized terms not specifically
defined in this Restricted Stock Unit Agreement (this “Agreement”) have the meanings specified in the Grant
Notice or, if not defined in the Grant Notice, in the Plan.


 


Article
I.

general


 


1.1              
Award of RSUs(a) and Dividend Equivalent Rights.


 


(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 as set forth in this Agreement. Participant will have no right
to the distribution of any Shares until the time (if ever) the RSUs have vested.


 


(b)               
[The Company hereby grants to Participant, with respect to each RSU granted hereunder, 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. Any Dividend Equivalents granted in connection with the RSUs issued hereunder,
and any amounts that may become distributable in respect thereof, shall be treated separately from such RSUs and the rights arising in
connection therewith for purposes of the designation of time and form of payments required by Section 409A.]


 


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              
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 except that any fraction of
an RSU that would otherwise be vested will be accumulated and will vest only when a whole RSU has accumulated. Dividend Equivalents (including
any Dividend Equivalent Account balance) will vest upon the vesting of the RSUs with respect to which the Dividend Equivalent (including
the Dividend Equivalent Account) relates. In the event of Participant’s Termination of Service for any reason, (a) all unvested
RSUs will immediately and automatically be cancelled and forfeited, except as otherwise determined by the Administrator or provided in
a binding written agreement between Participant and the Company and (b) Dividend Equivalents (including any Dividend Equivalent Account
balance) will be forfeited upon the forfeiture of the RSUs with respect to which the Dividend Equivalent (including the Dividend Equivalent
Account) relates.


 






    1 


     


    

 


2.2              
 Settlement.


 


(a)               
The RSUs will, to the extent vested, be paid in Shares and Dividend Equivalents (including any Dividend Equivalent Account balance)
will be paid in cash or Shares, in any case, as soon as administratively practicable after the vesting of the applicable RSU, but in no
event later than March 15 of the year following the year in which the RSU’s vesting date occurs.


 


(b)               
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. For the avoidance of doubt, any Dividend Equivalents granted in connection
with the RSUs issued hereunder, and any amounts that may become distributable in respect thereof, shall be treated separately from such
RSUs and the rights arising in connection therewith for purposes of the designation of time and form of payments required by Section 409A.


 


(c)               
 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 of RSUs and Dividend Equivalents (the “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.


 


(a)               
Subject to Section 3.2(b) of this Agreement, payment of the withholding tax obligations with respect to the Award may be by any
of the following, or a combination thereof, as determined by [the Company in its sole discretion / the Administrator]1:


 


(i)                
Cash or check;


 


(ii)              
In whole or in part by delivery of Shares, including Shares delivered by attestation and Shares retained from the Award creating
the tax obligation, valued at their Fair Market Value on the date of delivery; or


 


(iii)            
In whole or in part by the Company or an Affiliate withholding of Shares otherwise vesting or issuable under this Award in satisfaction
of any applicable withholding tax obligations.


 





 



 


1
“the Administrator” for Section 16 individuals. “The Company” for non-Section 16 individuals.


 


 






    2 


     


    

 


 


(b)               
Unless [the Company / the Administrator] otherwise determines, and subject to Section 9.10 of the Plan, payment of the withholding
tax obligations with respect to the Award shall be by [delivery (including electronically or telephonically to the extent permitted by
the Company) of an irrevocable and unconditional undertaking by a broker acceptable to the Company to deliver promptly to the Company
or an Affiliate sufficient funds to satisfy the applicable tax withholding obligations] / [delivery (including electronically or telephonically
to the extent permitted by the Company) by Participant to the Company of a copy of irrevocable and unconditional instructions to a broker
acceptable to the Company that Participant has placed a market sell order with such broker with respect to Shares then-issuable upon
settlement of the Award, and that the broker has been directed to deliver promptly to the Company or an Affiliate funds sufficient to
satisfy the applicable tax withholding obligations; provided, that payment of such proceeds is then made to the Company or an Affiliate
at such time as may be required by the Administrator]2.


 


(c)               
Subject to Section 9.5 of the Plan, the applicable tax withholding obligation will be determined based on Participant’s Applicable
Withholding Rate. Participant’s “Applicable Withholding Rate” shall mean (i) if Participant is subject
to Section 16 of the Exchange Act, the greater of (A) the minimum applicable statutory tax withholding rate or (B) with Participant’s
consent, the maximum individual tax withholding rate permitted under the rules of the applicable taxing authority for tax withholding
attributable to the underlying transaction, or (ii) if Participant is not subject to Section 16 of the Exchange Act, the minimum applicable
statutory tax withholding rate or such other higher rate approved by the Company; provided, however, that (i) in no event
shall Participant’s Applicable Withholding Rate exceed the maximum individual statutory tax rate in the applicable jurisdiction
at the time of such withholding (or such other rate as may be required to avoid the liability classification of the applicable award under
generally accepted accounting principles in the United States of America); and (ii) the number of Shares tendered or withheld, if applicable,
shall be rounded up to the nearest whole Share sufficient to cover the applicable tax withholding obligation, to the extent rounding up
to the nearest whole Share does not result in the liability classification of the RSUs under generally accepted accounting principles.


 


(d)               
Participant acknowledges that Participant is ultimately liable and responsible for all taxes owed in connection with the RSUs and
Dividend Equivalents, regardless of any action the Company or any Affiliate takes with respect to any tax withholding obligations that
arise in connection with the RSUs or Dividend Equivalents. Neither the Company nor any Affiliate 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 its Affiliates 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 and the Shares subject to the RSUs and Dividend Equivalents are subject
to adjustment, modification and termination in certain events as provided in this Agreement and the Plan.


 


4.2              
Clawback. The Award and the Shares issuable hereunder shall be subject to any clawback or recoupment policy in effect on
the Grant Date or as may be adopted or maintained by the Company following the Grant Date, including the Dodd-Frank Wall Street Reform
and Consumer Protection Act and any rules or regulations promulgated thereunder.


 


4.3               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 General Counsel at the Company’s principal office or the General Counsel’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 (or, if Participant is then deceased, to the Designated Beneficiary) 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.


 





 



 


2 Use second bracketed language for
Section 16 individuals.


 






    3 


     


    

 


4.4              
Titles. Titles are provided herein for convenience only and are not to serve as a basis for interpretation or construction
of this Agreement.


 


4.5              
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.


 


4.6              
Successors and Assigns. The Company may assign any of its rights under this Agreement to a 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 this Agreement or 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.


 


4.7              
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 and the RSUs and 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.


 


4.8              
Entire Agreement; Amendment. 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. To the extent permitted by the Plan, this Agreement may be wholly or partially amended or otherwise
modified, suspended or terminated at any time or from time to time by the Administrator or the Board; provided, however, that except as
may otherwise be provided by the Plan, no amendment, modification, suspension or termination of this Agreement shall materially and adversely
affect the RSUs or Dividend Equivalents without the prior written consent of Participant.


 


4.9              
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.


 


4.10          
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.


 


4.11          
 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 Affiliate or interferes with or restricts in any way the rights of the Company
and its Affiliates, 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 an Affiliate and Participant.


 


4.12          
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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