thryvform10-qexhibit101






     2200 W. Airfield Drive - DFW Airport, TX 75261               Exhibit 10.1  THRYV HOLDINGS, INC.  2020 INCENTIVE AWARD PLAN    RESTRICTED STOCK UNIT AWARD AGREEMENT    This Restricted Stock Unit Award Agreement (this “Award Agreement”), dated as of the Grant Date set  forth below, sets forth the terms and conditions of the grant by Thryv Holdings, Inc., a Delaware  corporation (the “Company”) to the Participant (as set forth below) of a number of Restricted Stock  Units (the “RSUs”) as set forth below (the “Award”) pursuant to the Company’s 2020 Incentive Award  Plan, as may be amended from time to time (the “Plan”).  The Award is subject to all of the terms and  conditions set forth in this Award Agreement as well as in the Plan (the terms of which are incorporated  herein by reference).  Capitalized terms used in this Award Agreement and not defined herein have the  meanings ascribed to them in the Plan.    Name of Participant & ID:   Grant Date:   Total Number of RSUs:   Vesting Schedule: Except as otherwise provided in the Award  Agreement, the Award shall vest according to  the following schedule:    [_______] (each such date, a “Vesting Date”),  subject to the Participant’s Continuous Service  on each applicable Vesting Date.     1. Grant of RSU Award.    (a) Grant.  Pursuant to this Award Agreement, the Company hereby grants to the  Participant an Award under the Plan of the total number of RSUs indicated above.  The Award is being  granted pursuant to the terms of the Plan.    (b) Consideration; Subject to Plan.  The grant of the Award is made in consideration of the  services to be rendered by the Participant to the Company and is subject to the terms and conditions of  the Plan.    2. Vesting Schedule; Termination of Continuous Service.  Except as otherwise provided in  this Section 2, the RSUs will become vested in such amounts and at such times as set forth above.    (a) Termination by the Company without Cause [or by the Participant for Good Reason]  (no Change in Control) or due to Disability.  In the event the Participant’s Continuous Service is  terminated by the Company without Cause [or by the Participant for Good Reason] and such  termination does not occur within the period starting six months prior to a Change in Control and ending  





 






     2200 W. Airfield Drive - DFW Airport, TX 75261    12 months following a Change in Control (the “Change in Control Period”) or due to the Participant’s  Disability, a pro rata portion of the unvested RSUs that otherwise would have vested [on the next  applicable Vesting Date][on or before the next anniversary of the Grant Date] will become immediately  vested and settled in accordance with Section 3(a).  Such pro rata portion shall be determined based on  a fraction, (i) the numerator of which equals the number of days elapsed from the Grant Date (or the  most recent Vesting Date if the date of termination occurs after the first Vesting Date) through the date  of such termination and (ii) the denominator of which equals 365.  Except as provided in the preceding  sentence, any RSUs that are unvested as of the date of termination shall be forfeited and canceled for  no consideration.    (b) Termination by the Company without Cause [or by the Participant for Good Reason]  During the Change in Control Period.  In the event the Participant’s Continuous Service is terminated by  the Company without Cause [or by the Participant for Good Reason] during the Change in Control  Period, all unvested RSUs will become vested as of the later of the date of such termination or the date  of the Change in Control.    (c) Termination due to Death.  In the event the Participant’s Continuous Service is  terminated as a result of the Participant’s death, a pro rata portion of the unvested RSUs that otherwise  would have vested [on the next applicable Vesting Date][on or before the next anniversary of the Grant  Date] will become immediately vested and settled in accordance with Section 3(b).  Such pro rata  portion shall be determined based on a fraction, (i) the numerator of which equals the number of days  elapsed from the Grant Date (or the most recent [Vesting Date][anniversary of the Grant Date] if the  date of termination occurs after the first Vesting Date) through the date of such termination and (ii) the  denominator of which equals 365.  Except as provided in the preceding sentence, any RSUs that are  unvested as of the date of termination shall be forfeited and canceled for no consideration.    (d) Termination by Participant [other than for Good Reason].  In the event the  Participant’s Continuous Service is terminated by the Participant [for any reason, or for no reason][other  than for Good Reason], all RSUs that are unvested as of the date of termination shall be forfeited and  canceled for no consideration.  Except as set forth in Section 9, any vested RSUs that have not been  settled will be settled in accordance with Section 3(a) and the Participant will be eligible to retain all  shares of Stock issued on settlement of RSUs under this Award.    (e) Termination by the Company for Cause.  In the event the Participant’s Continuous  Service is terminated by the Company for Cause, all RSUs, including any RSUs that have vested but have  not been settled, shall be forfeited and canceled for no consideration upon notification to the  Participant of termination of the Participant’s Continuous Service for Cause, and any shares of Stock  received upon settlement of any RSUs under this Award Agreement will be subject to claw-back by the  Company.  If the Participant is under investigation for a potential “for Cause” termination, all of the  Participant’s rights under the Award, including the right to vesting or settlement of any RSUs, shall be  suspended during the investigation period and the Participant shall not be permitted to receive  treatment consistent with another type of termination of Continuous Service prior to the conclusion of  the investigation.  Accordingly, the forfeiture and claw-back provisions above will remain in force until  





 






     2200 W. Airfield Drive - DFW Airport, TX 75261    such time as the Committee determines whether to terminate the Participant’s Continuous Service for  Cause and cause any unvested RSUs to be forfeited and any shares of Stock received upon settlement of  any RSUs under this Award Agreement that previously vested to be subject to claw-back.    (f) Accelerated Vesting on Change in Control if Award not Assumed or Substituted.  In the  event there is a Change in Control and the surviving, successor or transferee corporation fails to either  assume the Award or provide for substitution of a comparable award, then all unvested RSUs shall  become vested immediately prior to the Change in Control.    (g) Committee Determinations.  The Committee shall have absolute discretion to  determine the date and circumstances of termination of the Participant’s Continuous Service for  purposes of the Award, and its determination shall be final, conclusive and binding upon the Participant  and all other persons.    3. Settlement.    (a) In General.  Subject to the terms of this Award Agreement and except as provided in  Section 3(b), upon vesting of any of the RSUs the Company shall deliver to the Participant one share of  Stock for each such vested RSU as soon as reasonably practicable after the Vesting Date, and in any  event no later than the 30th day after the Vesting Date.  Upon delivery, such shares of Stock shall be fully  assignable, saleable and transferable by the Participant, provided that any such assignment, sale,  transfer or other alienation with respect to such shares of Stock shall be in accordance with applicable  securities laws and Company policies.    (b) Upon Termination due to Participant’s Death.  Notwithstanding anything in this Award  Agreement to the contrary, upon vesting of any of the RSUs under Section 2(b) as a result of the  Participant’s death, the Company shall deliver to the Participant’s Beneficiary for each such vested RSU,  as determined by the Committee in its sole discretion, one share of Stock, or the Fair Market Value  thereof, as soon as reasonably practicable, and in any event no later than the 90th day after the  Participant’s date of death.  Any shares of Stock so delivered shall be fully assignable, saleable and  transferable by the Participant’s Beneficiary, provided that any such assignment, sale, transfer or other  alienation with respect to such shares of Stock shall be in accordance with applicable securities laws and  Company policies.    4. Retention Requirements for Section 16 Officers.  If the Participant is subject to Section  16 of the Exchange Act at the time of settlement of any RSUs under this Award, any shares of Stock  issued in respect of such RSUs pursuant to the Award shall be subject to the stock ownership and  retention guidelines set forth in Exhibit A, which shall be considered a part of this Award Agreement.    5. Securities Law Compliance.  The grant of this Award and the issuance and transfer of  shares of Stock underlying the RSUs on settlement thereof shall be subject to compliance by the  Company and the Participant with all applicable requirements of securities laws and with all applicable  requirements of any stock exchange on which the Stock may be listed at the time of such issuance or  





 






     2200 W. Airfield Drive - DFW Airport, TX 75261    transfer.  In no event may shares of Stock be issued or transferred on settlement of RSUs unless the  shares of Stock to be issued are then registered under the Securities Act or, if not registered, the  Company has determined that the issuance of the shares of Stock would be exempt from the  registration requirements of the Securities Act.    6. Stop Transfer Instructions.  To ensure compliance with the restrictions imposed by this  Award Agreement, the Company may issue appropriate “stop-transfer” instructions to its transfer agent,  if any, and if the Company transfers its own securities, it may make appropriate notations to the same  effect in its own records.     7. Withholding; Taxes.  As a condition to settlement of the RSUs, the Participant will be  required to pay any applicable federal, state or local withholding tax liability in respect of the RSUs.  If  the Participant is an Employee on the Grant Date or the Award is contingent on the Participant  becoming an Employee, the Participant’s tax withholding obligation shall be satisfied by the Company  withholding from the shares otherwise deliverable to the Participant such number of shares of Stock  having an aggregate Fair Market Value equal to the statutory withholding obligation of the Company,  provided that the Participant may elect to satisfy the tax-withholding obligation in cash or by check.  Any  fractional share amounts resulting from the foregoing shall be settled in cash.  The Participant is  ultimately liable and responsible for all taxes owed in connection with this Award, regardless of any  action the Company takes with respect to any tax withholding obligations that arise in connection with  this Award.    8. Restrictions.  Except to the extent otherwise permitted and approved by the Committee  (after taking into account applicable securities laws), the RSUs may not be assigned, alienated, pledged,  attached, sold or otherwise transferred by the Participant, and any such purported assignment,  alienation, pledge, attachment, sale, transfer or encumbrance shall result in such RSUs being  automatically cancelled by the Company.  In such case, all of the Participant’s rights to the RSUs shall  immediately terminate.    9. Restrictive Covenants.    (a) Without limiting any other non-competition, non-solicitation, non-disparagement or  non-disclosure or other similar agreement to which the Participant may be a party, as an inducement to  the Company to enter into this Award Agreement, the Participant represents to, and covenants with or  in favor of, the Company that the Participant will comply with all of the restrictive covenants set out in  the Addendum to this Award Agreement (the “Restrictive Covenants”), which shall be considered a part  of this Award Agreement, as a condition to the Company’s obligation to provide the RSUs to the  Participant under the Award or to settle the RSUs.    (b) In the event the Participant violates any of the Restrictive Covenants, in addition to any  other remedy that may be available at law or in equity, all RSUs, including any RSUs that have vested but  have not been settled, shall be forfeited and canceled for no consideration as of the date on which such  violation first occurs, and any shares of Stock received upon settlement of RSUs under the Award will be  





 






     2200 W. Airfield Drive - DFW Airport, TX 75261    subject to claw-back by the Company.  The foregoing rights and remedies are in addition to any other  rights and remedies that may be available to the Company and shall not prevent (and the Participant  shall not assert that they shall prevent) the Company from bringing one or more actions in any  applicable jurisdiction to recover damages as a result of the Participant’s breach of any of the Restrictive  Covenants.    10. Adjustment in Certain Events.  The RSUs, and the shares of Stock underlying the RSUs,  may be adjusted or terminated in any manner as contemplated by Section 9(d) of the Plan.    11. No Guarantee of Continued Service.  The grant of this Award does not constitute an  assurance of continued service for any period or in any way interfere with the Company’s right to  terminate the Participant’s Continuous Service or to change the terms and conditions of the  Participant’s Continuous Service.    12. Notices.  Any notice to be given under the terms of this Award Agreement shall be in  writing and addressed to the Company at its principal office (currently 2200 West Airfield Drive, P.O. Box  619810, DFW Airport, TX 75261; Attention: Jennifer Sloan, Director, Total Rewards) with a copy emailed  to the attention of Jennifer Sloan, Director, Total Rewards (Jennifer.sloan@thryv.com), and to the  Participant at the address reflected or last reflected on the records of the Company.  Any notice shall be  enclosed in a properly sealed and addressed envelope, registered or certified, and deposited (postage  and registry or certification fee prepaid) in a government post office of mailbox or sent by nationally  recognized overnight courier, and a copy of such notice shall be emailed.  Any such notice shall be given  only when received, but if the Participant is no longer providing services to the Company, the notice  shall be deemed to have been duly given five business days after the date mailed in accordance with this  Section 12 (or, if sent for overnight delivery by a nationally recognized overnight courier, on the next  business day).    13. Plan.  The Award and all of the Participant’s rights under this Award Agreement are  subject to the terms and conditions of the Plan, incorporated herein by this reference.  The Participant  agrees to be bound by the terms of the Plan and this Award Agreement.  The Participant acknowledges  having read the Plan and this Award Agreement.  If any of the terms of this Award Agreement conflict  with the terms of the Plan, the terms of the Plan shall be controlling.    14. Administration.  The Committee has the sole power to interpret the Plan and this  Award Agreement and to act upon all matters relating to Awards granted under the Plan.  Any decision,  determination, interpretation, or other action taken pursuant to the provisions of the Plan by the  Committee shall be final, binding, and conclusive.    15. Section 409A.  This Award Agreement is intended to comply with Section 409A of the  Code or an exemption thereunder and shall be construed and interpreted in a manner that is consistent  with the requirements for avoiding additional taxes or penalties under Section 409A of the Code.   Notwithstanding the foregoing, the Company makes no representations that the payments and benefits  provided under this Award Agreement comply with Section 409A of the Code and in no event shall the  





 






     2200 W. Airfield Drive - DFW Airport, TX 75261    Company be liable for all or any portion of any taxes, penalties, interest, or other expenses that may be  incurred by the Participant on account of non-compliance with Section 409A of the Code.    16. Entire Agreement; Amendment.    (a) This Award Agreement and the Plan together constitute the entire agreement and  supersede all prior understandings and agreements, written or oral, of the parties hereto with respect to  the subject matter hereof.    (b) The Committee may from time to time amend the terms of this Award Agreement or  the rules and regulations governing this Award Agreement in accordance with the terms of the Plan in  effect at the time of such amendment, but no amendment which is unfavorable to the Participant can  be made without the Participant’s written consent.  The Plan is of unlimited duration, but may be  amended, terminated or discontinued by the Board at any time.  However, no amendment, termination  or discontinuance of the Plan will unfavorably affect this Award.    17. Effect of this Award Agreement.  This Award Agreement shall be assumed by, be  binding upon and inure to the benefit of any successor or successors to the Company.    18. Governing Law; Arbitration; Severability; Miscellaneous.    (a) Governing Law.  Except as and to the extent otherwise provided in the Addendum, this  Award Agreement shall be governed by and construed and enforced in accordance with the laws of the  State of Delaware, without regard to conflict of law principles thereof that would give effect to the law  of another state.    (b) Construction.  The language of all parts of the Plan and the Award Agreement shall in all  cases be construed as a whole, according to its fair meaning, and not strictly for or against either of the  parties.  There are no other representations, agreements, arrangements or understandings, oral or  written, between and among the parties hereto relating to this Award which are not fully expressed  herein.  If a court of competent jurisdiction determines that any provision of this Award Agreement,  including the Restrictive Covenants, is unenforceable or overbroad, the parties agree that they shall ask  the court to modify, or “blue pencil,” such provision to allow for enforcement to the fullest extent  permitted by law.    (c) Limited Rights.  The Participant shall have no rights as a stockholder of the Company  with respect to the RSUs and no entitlement to the privileges of ownership in respect of shares of Stock  underlying the RSUs until such shares have been delivered to the Participant.  The Participant’s rights  with respect to the shares of Stock delivered upon settlement of the Award after the date of such  issuance are subject to the terms and conditions set forth herein.    (d) Severability.  If it is determined that any portion of this Award Agreement, including the  Restrictive Covenants, or the Plan is in violation of any statute or public policy, then only the portions of  





 






     2200 W. Airfield Drive - DFW Airport, TX 75261    the Award Agreement or the Plan, as applicable, that violate such statute or public policy shall be  stricken, and all portions of the Award Agreement and the Plan that do not violate any statute or public  policy shall continue in full force and effect.  Furthermore, it is the parties’ intent that any court order  striking any portion of the Award Agreement or the Plan should modify the stricken terms as narrowly as  possible to give as much effect as possible to the intentions of the parties hereunder.    (e) Counterparts.  This Award Agreement may be executed simultaneously in any number  of counterparts, each of which shall be deemed an original but all of which together shall constitute one  and the same instrument.    (f) Section Headings.  The section headings of this Award Agreement are for convenience  of reference only and shall not be deemed to alter or affect any provision hereof.    (g) Death or Disability.  References herein to obligations applicable to the Participant  (excluding, for purposes of clarity, the requirement that all services that are a precondition to vesting of  the Award be performed by the Participant) shall include references to the Participant’s Beneficiary or  personal representative if the Participant dies or becomes incapacitated.    (h) Further Assurances.  Each of the parties hereto shall use its reasonable and diligent best  efforts to proceed promptly with the transactions contemplated herein, to fulfill the conditions  precedent for such party’s benefit or to cause the same to be fulfilled and to execute such further  documents and other papers and perform such further acts as may be reasonably required or desirable  to carry out the provisions hereof and the transactions contemplated herein.    (i) Data Privacy.  The Participant expressly consent to the collection, use and transfer, in  electronic or other form, of the Participant’s Data by and among the Company, its Subsidiaries and  Affiliates, and any broker or third party assisting the Company in administering the Plan or providing  recordkeeping services for the Plan, for the purpose of implementing, administering and managing  participation in the Plan, as further described in Section 9(u) of the Plan.  Through acceptance of the  Award, the Participant authorizes such recipients to receive, possess, use, retain and transfer the Data,  in electronic or other form, for the purposes of implementing, administering and managing the  Participant’s participation in the Plan, including any requisite transfer of such Data as may be required to  a broker or other third party with whom the Company or any of its Affiliates and Subsidiaries or the  Participant may elect to deposit any shares of Stock.  The Company may cancel the Participant’s ability  to participate in the Plan and, in the Committee’s discretion, the Participant may forfeit any outstanding  Awards if the Participant refuses or withdraws his or her consents as described herein.  If the Participant  is a citizen or resident of Australia, the Participant consent to the disclosure of the Participant’s Data  under this Section 18(i) includes disclosure to overseas recipients (including persons located in the  United States of America and elsewhere).  The Participant acknowledges that, by consenting to such  disclosures, Australian Privacy Principle 8.1 will not apply to the disclosure and as a result the Company  or any of its Subsidiaries or Affiliates (as applicable) will not be accountable under the Privacy Act 1988  (Commonwealth) (the “Australian Privacy Act”) and the Participant may not be able to seek redress  under the Australian Privacy Act in respect of this Data.  





 






     2200 W. Airfield Drive - DFW Airport, TX 75261      19. Confidentiality.  As partial consideration for the granting of the Award hereunder, the  Participant hereby agrees to keep confidential all information and knowledge, except that which has  been disclosed in any public filings required by law, that the Participant has relating to the terms and  conditions of this Agreement.  However, such information may be disclosed as required by law and may  be given in confidence to the Participant’s spouse and legal, tax and financial advisors.  In the event any  breach of this promise comes to the attention of the Company, it shall take into consideration that  breach in determining whether to recommend the grant of any future similar award to the Participant,  as a factor weighing against the advisability of granting any such future award to the Participant.    20. Insider Trading Policy.  As a reminder you are required to comply with our Insider  Trading Policy.  This includes not trading in Thryv securities if you are aware of any material nonpublic  information related to Thryv, regardless of your job level in the Company.  If you are deemed as a  “Covered Person” you must also always obtain pre-clearance from Lesley Bolger, Chief Legal Officer &  HR.    [Signature page follows]  





 






     2200 W. Airfield Drive - DFW Airport, TX 75261    IN WITNESS WHEREOF, the parties hereto have executed this Restricted Stock Unit Award  Agreement as of the date first set forth above.      THRYV HOLDINGS, INC.                Name:  Paul Rouse          Title:  Chief Financial Officer & Treasurer  PARTICIPANT    Signature:        Name:        Date: