ex105-profire2022ltiprsu






110803651.2 0059466-00001   PROFIRE ENERGY, INC.  2014 EQUITY INCENTIVE PLAN  RESTRICTED STOCK UNIT AWARD AGREEMENT  This RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”) is  entered into as of this 6th day of April, 2022 (the “Effective Date”), by and between Profire  Energy, Inc., a Nevada corporation (the “Company”) and Cameron Tidball (“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 76,744 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. Vesting.  Except as otherwise provided in this Agreement, so long as Participant is  providing service as an Eligible Person for the Company or any Affiliate (“Service”), the Units  shall vest in accordance with the following schedule:  On each of  the following dates     Number of Units   Vested  December 31, 2022  25,581  December 31, 2023  25,581  December 31, 2024  25,582          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 the Participant and receive any property  distributable with respect to the Units in the event of the Participant’s death.  4. Forfeiture.  Except as otherwise determined by the Committee, upon Participant’s  termination of 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 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.    





 






2  110803651.2 0059466-00001   5. Miscellaneous  (a) Issuance of Shares.  As soon as administratively practicable following the  Participant’s vesting date under Section 2 hereof, as applicable, and the Participant’s satisfaction  of any required tax withholding obligations (but in no event later than 60 days following the  applicable vesting date), the Company shall cause to be issued and delivered to the Participant a  certificate or certificates evidencing Shares registered in the name of the Participant (or in the  name of the 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 the respective  Participant.  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 the 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.  The 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.  The 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 the Participant or by  causing the Participant to tender a cash payment or other Shares to the Company; or (3) selling  on the 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.  The  Participant shall be responsible for all brokerage fees and other costs of sale, and the Participant  further agrees to indemnify and hold the Company harmless from any losses, costs, damages or  expenses relating to any such sale.  The Company may refuse to deliver Shares if the Participant  





 






3  110803651.2 0059466-00001   fails to comply with the 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 the  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.  





 






4  110803651.2 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 is  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 the Participant under Section 409A and applicable guidance thereunder is  otherwise payable or distributable to the Participant under the Plan or this Agreement solely due  to the 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 the 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. The 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. The Participant further acknowledges that the Participant is  relying solely and exclusively on the 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, the 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  





 






5  110803651.2 0059466-00001   pursuant to the Plan, is solely and exclusively the responsibility of the Participant without any  expectation or understanding that the Company or any of its employees or representatives will  pay or reimburse the Participant for such 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:  Cameron Tidball  Ryan W. Oviatt Co-CEO, Co-President & CFO