ex102-profire2022ltiprsu






 1  110803653.6 0059466-00001   PROFIRE ENERGY, INC.  2014 EQUITY INCENTIVE PLAN  RESTRICTED STOCK UNIT AWARD AGREEMENT  This RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”) is  made this 6th day of April, 2022 (the “Effective Date”), by and between Profire Energy, Inc., a  Nevada corporation (the “Company”), and Ryan Oviatt (“Participant”). All capitalized terms used  herein but not defined herein shall have the meanings given to them in the Profire Energy, Inc.  2014 Equity Incentive Plan, as amended (the “Plan”).  1. Award.  The Company hereby grants to Participant a restricted stock unit award (the  “Award”) covering up to 153,488 shares (the “Shares”) of Common Stock, par value $0.001 per  share, of the Company according to the terms and conditions set forth herein and in the Plan.  Each  restricted stock unit (a “Unit”) represents the right to receive one Share, subject to the vesting  requirements of this Agreement and the terms of the Plan. The Units are granted under Section  6(c) of the Plan.  A copy of the Plan will be furnished upon request of Participant.  2. Performance Metrics and Vesting.    (a) Except as otherwise provided in this Agreement, the number of Units granted under  this Award that actually vest will be vested on the date (the “Vesting Date”) that the Committee  certifies that the Company has achieved the following performance metrics (each a “Performance  Metric”):  Performance Metric Weight Target Above Target Outstanding  Total Shareholder Return 1/3 88.7% 135.8% 183%  Relative Total Shareholder Return 1/3 Third  Quartile  Second  Quartile  First  Quartile  EBITDA Percentage     1/3 10% 15% 20%    (i) “Total Shareholder Return” means, for the three fiscal years comprising  the Performance Period (as defined below), the quotient of (x) the difference between the  Company’s closing stock price as of the last trading day in 2021 (the “Beginning Price”)  and the Company’s closing stock price as of the last trading day in 2024 (the “Ending  Price”) plus any dividends paid by the Company during the Performance Period, divided  by (y) the Beginning Price.   (ii) “Relative Total Shareholder Return” means, for the three years comprising  the Performance Period, the Company’s ranked performance against an established group  of 14 peer companies (each a “Peer Company” and collectively, the “Peer Group”) based  on Total Shareholder Return as applied to each Peer Company in the Peer Group. In  determining the Company’s rank against the Peer Group, the top performing Peer  Company and the lowest performing Peer Company will be disregarded. The Committee  





 






 2  110803653.6 0059466-00001   will then determine whether the Company’s performance is within the first, second, third  or fourth quartile of the remaining 12 companies in the Peer Group. The companies  comprising the Peer Group, as established by the Committee, are listed on Exhibit A  attached hereto. If any Peer Company ceases to exist as a public company, or otherwise  fails to meet the criteria of a Peer Company as determined by the Committee, then that  Peer Company will be excluded from the Peer Group. In such case, to maintain the size  of the Peer Group at 14 companies, the Committee shall endeavor in good faith to find a  similarly situated company to replace the excluded Peer Company.  (iii)  “EBITDA Percentage” means the simple average of the Company’s  EBITDA divided by the Company’s Total Revenue for the three fiscal years comprising  the Performance Period. For the purposes of this definition, “EBITDA” shall mean  annual net income as adjusted by adding thereto, to the extent deducted in calculating net  income for the year, net interest expense, taxes, depreciation and amortization.  (b) The performance period (the “Performance Period”) shall commence on January  1, 2022 and terminate on December 31, 2024. The Committee shall certify whether the Company  has achieved the Performance Metrics as soon as administratively feasible following the end of  the Performance Period, but in no event later than 90 days following the end of the Performance  Period. The Committee, in its sole discretion, shall have the right to determine whether the  Performance Metrics have been achieved.  (c) The vesting of the Award will be weighted one-third (1/3) for each of the three  Performance Metrics. Separately from the other Performance Metrics, each Performance Metric  will determine the vesting for up to51,163 Units subject to this Award. The number of Units that  will vest for each Performance Metric on the Vesting Date shall be determined as follows: (i) if  the “Target” level for such Performance Metric is not achieved, none of the Units relating to such  Performance Metric will vest; (ii) if the “Target” level for such Performance Metric is achieved,  50% of the Units relating to such Performance Metric will vest; (iii) if the “Above Target” level  for such Performance Metric is achieved, 75% of the Units relating to such Performance Metric  will vest; and (iv) if the “Outstanding” level for such Performance Metric is achieved, 100% of  the Units relating to such Performance Metric will vest.  3. Restrictions on Transfer.  Until the Units vest pursuant to Section 2 hereof or unless  the Committee determines otherwise, none of the Units may be transferred other than by will or  by the laws of descent and distribution and no Units may be pledged, alienated, attached or  otherwise encumbered, and any purported pledge, alienation, attachment or encumbrance thereof  shall be void and unenforceable against the Company or any Affiliate.  The Committee may  establish procedures as it deems appropriate for Participant to designate a person or persons, as  beneficiary or beneficiaries, to exercise the rights of Participant and receive any property  distributable with respect to the Units in the event of Participant’s death.  4. Forfeiture.  Except as otherwise determined by the Committee, upon Participant’s  termination of providing service as an Eligible Person for the Company or any Affiliate (“Service”)  (in either case, as determined under criteria established by the Committee) prior to vesting of the  Units pursuant to Section 2 hereof, all unvested Units held by such Participant at such time shall  be forfeited and reacquired by the Company; provided, however, that the Committee may waive  





 






 3  110803653.6 0059466-00001   in whole or in part any or all remaining restrictions with respect to the unvested Units. Upon  forfeiture, Participant will no longer have any rights relating to the unvested Units.    5. Miscellaneous  (a) Issuance of Shares.  As soon as administratively practicable following the Vesting  Date, and Participant’s satisfaction of any required tax withholding obligations (but in no event  later than 60 days following the Vesting Date), the Company shall cause to be issued and delivered  to Participant a certificate or certificates evidencing Shares registered in the name of Participant  (or in the name of Participant’s legal representatives, beneficiaries or heirs, as the case may be) or  to instruct the Company’s transfer agent to electronically deliver such Shares to Participant (or  applicable representative, beneficiary or heir).  The number of Shares issued shall equal the number  of Units vested, reduced as necessary to cover applicable withholding obligations in accordance  with Section 5(c) hereof.  If it is administratively impracticable to issue Shares within the time  frame described above because issuances of Shares are prohibited or restricted pursuant to the  policies of the Company that are reasonably designed to ensure compliance with applicable  securities laws or stock exchange rules, then such issuance shall be delayed until such prohibitions  or restrictions lapse.  (b) No Rights as Shareholder.  Units are not actual Shares, but rather, represent a right  to receive Shares according to the terms and conditions set forth herein and the terms of the Plan.   Accordingly, the issuance of a Unit shall not entitle Participant to any of the rights or benefits  generally accorded to shareholders unless and until a Share is actually issued under Section 5(a)  hereof.    (c) Taxes.  Participant hereby agrees to make adequate provision for any sums required  to satisfy the applicable federal, state, local or foreign employment, social insurance, payroll,  income or other tax withholding obligations (the “Withholding Obligations”) that arise in  connection with this Agreement.  The Company may establish procedures to ensure satisfaction of  all applicable Withholding Obligations arising in connection with this Agreement, including any  means permitted in Section 8 of the Plan.  Participant hereby authorizes the Company, at its sole  discretion and subject to any limitations under applicable law, to satisfy any such Tax Obligations  by (1) withholding a portion of the Shares otherwise to be issued in payment of the Units having  a value equal to the amount of Withholding Obligations in accordance with such rules as the  Company may from time to time establish; provided, however, that the amount of the Shares so  withheld shall not exceed the amount necessary to satisfy the required Withholding Obligations  using applicable minimum statutory withholding rates; (2) withholding from the wages and other  cash compensation payable to Participant or by causing Participant to tender a cash payment or  other Shares to the Company; or (3) selling on Participant’s behalf (using any brokerage firm  determined acceptable to the Company for such purpose) a portion of the Shares issued in payment  of the Units as the Company determines to be appropriate to generate cash proceeds sufficient to  satisfy the Withholding Obligations; provided, however, that if Participant is a Section 16 officer  of the Company under the Exchange Act, then the Committee shall establish the method of  withholding from the above alternatives and, if the Committee does not exercise its discretion prior  to the withholding event, then Participant shall be entitled to elect the method of withholding from  the alternatives above.  Participant shall be responsible for all brokerage fees and other costs of  sale, and Participant further agrees to indemnify and hold the Company harmless from any losses,  





 






 4  110803653.6 0059466-00001   costs, damages or expenses relating to any such sale.  The Company may refuse to deliver Shares  if Participant fails to comply with Participant’s obligations in connection with the Withholding  Obligations described in this paragraph.  (d) Plan Provisions Control.  This Award is subject to the terms and conditions of the  Plan, but the terms of the Plan shall not be considered an enlargement of any benefits under this  Agreement.  In addition, this Award is subject to the rules and regulations promulgated pursuant  to the Plan, now or hereafter in effect.  A copy of the Plan will be furnished upon request of  Participant.  In the event that any provision of this Agreement conflicts with or is inconsistent in  any respect with the terms of the Plan, the terms of the Plan shall control.  This Agreement (and  any addendum hereto) and the Plan together constitute the entire agreement between the parties  hereto with regard to the subject matter hereof.  (e)  No Right to Employment.  The issuance of the Award shall not be construed as  giving Participant the right to be retained in the employ, or as giving a director of the Company or  an Affiliate the right to continue as a director of the Company or an Affiliate, nor will it affect in  any way the right of the Company or an Affiliate to terminate such employment or position at any  time, with or without cause. In addition, the Company or an Affiliate may at any time dismiss  Participant from employment, or terminate the term of a director of the Company or an Affiliate,  free from any liability or any claim under the Plan or this Agreement. Nothing in this Agreement  shall confer on any person any legal or equitable right against the Company or any Affiliate,  directly or indirectly, or give rise to any cause of action at law or in equity against the Company  or an Affiliate. The Award granted hereunder shall not form any part of the wages or salary of  Participant for purposes of severance pay or termination indemnities, irrespective of the reason for  termination of employment. Under no circumstances shall any person ceasing to be an employee  of the Company or any Affiliate be entitled to any compensation for any loss of any right or benefit  under this Agreement or the Plan which such employee might otherwise have enjoyed but for  termination of employment, whether such compensation is claimed by way of damages for  wrongful or unfair dismissal, breach of contract or otherwise. By participating in the Plan,  Participant shall be deemed to have accepted all the conditions of the Plan and this Agreement and  the terms and conditions of any rules and regulations adopted by the Committee (as defined in the  Plan) and shall be fully bound thereby.  (f) Governing Law.  The validity, construction and effect of the Plan and this  Agreement, and any rules and regulations relating to the Plan and this Agreement, shall be  determined in accordance with the internal laws, and not the law of conflicts, of the State of  Nevada.  (g) Severability.  If any provision of this Agreement is or becomes or is deemed to be  invalid, illegal or unenforceable in any jurisdiction or would disqualify this Agreement under any  law deemed applicable by the Committee, such provision shall be construed or deemed amended  to conform to applicable laws, or if it cannot be so construed or deemed amended without, in the  determination of the Committee, materially altering the purpose or intent of the Plan or this  Agreement, such provision shall be stricken as to such jurisdiction or this Agreement, and the  remainder of this Agreement shall remain in full force and effect.  





 






 5  110803653.6 0059466-00001   (h) No Trust or Fund Created.  Neither the Plan nor this Agreement shall create or be  construed to create a trust or separate fund of any kind or a fiduciary relationship between the  Company or any Affiliate and Participant or any other person.  (i) Section 409A Provisions.  The payment of Shares under this Agreement are  intended to be exempt from the application of Section 409A of the Internal Revenue Code, as  amended (“Section 409A”) by reason of the short-term deferral exemption set forth in Treasury  Regulation §1.409A-1(b)(4).  Notwithstanding anything in the Plan or this Agreement to the  contrary, to the extent that any amount or benefit hereunder that constitutes “deferred  compensation” to Participant under Section 409A and applicable guidance thereunder is otherwise  payable or distributable to Participant under the Plan or this Agreement solely due to Participant’s  disability or “separation from service” (as such term is defined under Section 409A), such amount  or benefit will not be payable or distributable to Participant by reason of such circumstance unless  the Committee determines in good faith that (i) the circumstances giving rise to such disability or  separation from service meet the definition of disability, or separation from service, as the case  may be, in Section 409A(a)(2)(A) of the Code and applicable final regulations, or (ii) the payment  or distribution of such amount or benefit would be exempt from the application of Section 409A  by reason of the short-term deferral exemption or otherwise (including, but not limited to, a  payment made pursuant to an involuntary separation arrangement that is exempt from Section  409A under the “short-term deferral” exception).  Any payment or distribution that otherwise  would be made to a Participant who is a specified employee (as determined by the Committee in  good faith) on account of separation from service may not be made before the date which is six  months after the date of the specified employee’s separation from service (or if earlier, upon the  specified employee’s death) unless the payment or distribution is exempt from the application of  Section 409A by reason of the short term deferral exemption or otherwise.  (j) Headings.  Headings are given to the sections and subsections of this Agreement  solely as a convenience to facilitate reference.  Such headings shall not be deemed in any way  material or relevant to the construction or interpretation of this Agreement or any provision thereof.  (k) Securities Matters. The Company shall not be required, and shall not have any  liability for failure, to deliver Shares until the requirements of any federal or state securities or  other laws, rules or regulations (including the rules of any securities exchange) as may be  determined by the Company to be applicable are satisfied.  (l) Consultation with Professional Tax and Investment Advisors. Participant  acknowledges that the grant, exercise, vesting or any payment with respect to this Award, and the  sale or other taxable disposition of the Shares acquired pursuant to the exercise thereof, may have  tax consequences pursuant to the Internal Revenue Code of 1986, as amended, or under local, state  or international tax laws. Participant further acknowledges that Participant is relying solely and  exclusively on Participant’s own professional tax and investment advisors with respect to any and  all such matters (and is not relying, in any manner, on the Company or any of its employees or  representatives). Finally, Participant understands and agrees that any and all tax consequences  resulting from the Award and its grant, exercise, vesting or any payment with respect thereto, and  the sale or other taxable disposition of the Shares acquired pursuant to the Plan, is solely and  exclusively the responsibility of Participant without any expectation or understanding that the  Company or any of its employees or representatives will pay or reimburse Participant for such  





 






 6  110803653.6 0059466-00001   taxes or other items.    [Signature page follows]  





 






[Signature Page to Restricted Stock Unit Award Agreement]  IN WITNESS WHEREOF, the Company and Participant have executed this Agreement  as of the Effective Date.  PROFIRE ENERGY, INC.  By:   Name: __________________________________  Title: ___________________________________  PARTICIPANT:  Ryan Oviatt  Cameron Tidball Co-CEO & Co-President 





 






110803653.6 0059466-00001   Exhibit A  Peer Group    TICKER COMPANY NAME  GEOS Geospace Technoligies Corp.  NGS Natural Gas Services Grp.  ENG ENGlobal Corp.   ADES  Advanced Emissions Solutions, Inc.   AIRI Air Industries Group  NTIC Northern Technologies International Corporation  MIND MIND Technology  TELL Tellurian Inc.  TAYD Taylro Devices, Inc.  TOMZ TOMI Environmental Solutions, Inc.  ENSV Enservco Corp.  FTEK  Fuel Tech, Inc.   SDPI Superior Srilling Products  QST Questor Technology, Inc.