EX-10.3




 Exhibit 10.3 

 

STARRY GROUP HOLDINGS, INC. 

2022 INCENTIVE AWARD 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 2022 Incentive Award Plan (as amended from time to time, the “Plan”) of Starry Group Holdings, Inc. (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. If the Company uses an electronic equity management system (such as Carta or Shareworks) and any field below is blank, refers to such electronic equity management system, or the information is otherwise provided in a
different format electronically, such field and other information (such as grant date and vesting schedule) shall be deemed to come from the electronic equity management system and is considered part of this Grant Notice. 

 

			
	Participant:	  	As described on Carta account of recipient
		
	Grant Date:	  	As described on Carta account of recipient
		
	Number of RSUs:	  	As described on Carta account of recipient
		
	Vesting Commencement Date:	  	As described on Carta account of recipient
		
	Vesting Schedule:	  	As described on Carta account of recipient

 By Participant’s signature below, or, if the Company uses an electronic equity management system,
Participant’s acceptance or authentication of this grant electronically on such system, Participant agrees to be bound by the terms of this Grant Notice, the Plan, and the Agreement. Participant consents to receive this Grant Notice, the Plan,
the Agreement, and any other Plan-related documents by electronic delivery and to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third
party designated by the Company. 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. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature) or other transmission method and any counterpart so delivered will be deemed to have been duly and validly delivered and be valid
and effective for all purposes. 
  

							
	STARRY GROUP HOLDINGS, INC.	  		  	PARTICIPANT
				
	By:	 	  
	  		  	  

	Name:	 	  
	  		  	[Participant Name]
	Title:	 	  
	  		  	












 Exhibit A 

RESTRICTED STOCK UNIT AGREEMENT 

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. 
 ARTICLE I. 

GENERAL 
 1.1 Award of
RSUs. 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. 
 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 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. In the event of Participant’s Termination of Service for any reason, all unvested RSUs will immediately and automatically be cancelled and
forfeited without any payment, except as otherwise determined by the Administrator or provided in a binding written agreement between Participant and the Company. 

2.2 Settlement. RSUs will be settled in Shares as soon as reasonably practicable after the vesting of the applicable RSU, but in no
event later than the earlier of (i) the 90th day after the RSU’s vesting date and (ii) March 15 of the calendar year following 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. 

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. As set forth in Section 9.5 of the Plan, the Company shall
have the authority and the right to deduct or withhold, or to require the Participant to remit to the Company, an amount sufficient to satisfy all applicable federal, state and local taxes required by law to be withheld with respect to any taxable
event arising in connection with the RSUs. Without limiting Section 9.5 of the Plan, 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 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. 

(a) In the event any tax withholding obligation arising in connection with the RSUs will be satisfied under
Section 9.5(iii) of the Plan, then the Company may elect to instruct any brokerage firm determined acceptable to the Company for such purpose to sell on Participant’s behalf a whole number of shares from those shares
of Stock then issuable to Participant pursuant to the RSUs as the Company determines to be appropriate to generate cash proceeds sufficient to satisfy the tax withholding obligation and to remit the proceeds of such sale to the Participating Company
with respect to which the withholding obligation arises. Participant’s acceptance of this Award constitutes Participant’s instruction and authorization to the Company and such brokerage firm to complete the transactions described in this
Section 3.2(b), including the transactions described in the previous sentence, as applicable. 
 (b) The Company
shall not be obligated to deliver any certificate representing shares of Stock issuable with respect to the RSUs to Participant or his or her legal representative unless and until Participant or his or her legal representative shall have paid or
otherwise satisfied in full the amount of all federal, state, local and foreign taxes applicable with respect to the taxable income of Participant resulting from the vesting or settlement of the RSUs or any other taxable event related to the RSUs,
provided that no settlement shall be delayed under this Section 3.2(c) if such delay will result in a violation of Section 409A of the Code. 

(c) Participant is ultimately liable and responsible for all taxes owed in connection with the RSUs, regardless of any action the Company or
any of its Subsidiaries takes with respect to any tax withholding obligations that arise in connection with the RSUs. Neither the Company nor any of its Subsidiaries 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 subsequent sale of Shares. The Company or any of its Subsidiaries does not commit and are under no obligation to structure the RSUs 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 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 or Canada Post, as applicable, when delivered by a nationally recognized express shipping company or upon receipt of a facsimile transmission confirmation. 

  
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 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 Applicable 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 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. 
 4.7 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 rights no greater than the right to receive the Shares as a general unsecured creditor with
respect to the RSUs, 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. 

4.12 Electronic Signature and Delivery. By accepting this Agreement, the Participant consents to the electronic delivery of
prospectuses, annual reports and other information required to be delivered by the U.S. Securities and Exchange Commission rules. Without limiting the foregoing, the Company may, in 

  
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its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means. The Participant hereby consents to receive such documents by
electronic delivery and agrees to participate in the Plan through an online or electronic system established and maintained by the Company or a third party designated by the Company.  

4.13 Section 409A. The RSUs are intended to be exempt from Section 409A of the Code. Notwithstanding the foregoing or any provision
of the Plan or this Agreement, if any provision of the Plan or this Agreement contravenes Section 409A of the Code or could cause the Participant to incur any tax, interest or penalties under Section 409A of the Code, the Administrator
may, in its sole discretion and without the Participant’s consent, modify such provision to (i) comply with, or avoid being subject to, Section 409A of the Code, or to avoid the incurrence of taxes, interest and penalties under
Section 409A of the Code, and/or (ii) maintain, to the maximum extent practicable, the original interest and economic benefit to Participant of the applicable provision without materially increasing the cost to the Company or contravening
the provisions of Section 409A of the Code. This Section 4.13 does not create an obligation on the part of the Company to modify the Plan or this Agreement and does not guarantee that the RSUs will not be subject to interest and penalties
under Section 409A of the Code.  
 4.14 Clawback. The RSUs shall at all times be subject to any clawback or similar
policy or program established by the Company, as may be amended from time to time (a “Clawback Policy”). In addition (and without limiting the Company’s rights and the Participant’s obligations under any Clawback Policy),
to the extent required by applicable law or the rules and regulations of the New York Stock Exchange or any other securities exchange or interdealer quotation on which the Common Stock is listed or quote, the RSUs shall be subject (including on a
retroactive basis) to clawback, forfeiture or similar requirements (and such requirements shall be deemed incorporated by reference into this Agreement). 

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