EX-10.28





 Exhibit 10.28 

MONTROSE ENVIRONMENTAL GROUP, INC. 

GRANT NOTICE FOR 2017 STOCK INCENTIVE PLAN 

RESTRICTED STOCK 
 FOR GOOD AND VALUABLE
CONSIDERATION, MONTROSE ENVIRONMENTAL GROUP, INC. (the “Company”), hereby grants to Participant named below the number of restricted shares of the Company’s common stock, par value $0.0001 (the “Common
Stock”) specified below (the “Award”), upon the terms and subject to the conditions set forth in this Grant Notice, the Montrose Environmental Group, Inc. 2017 Stock Incentive Plan (the “Plan”) and the
Standard Terms and Conditions (the “Standard Terms and Conditions”) adopted under such Plan and provided to Participant, each as amended from time to time. This Award is granted pursuant to the Plan and is
subject to and qualified in its entirety by the Standard Terms and Conditions. 
  

			
	Name of Participant:	 	
		
	Grant Number:	 	
		
	Grant Date:	 	
		
	Number of shares of restricted stock:	 	
		
	Vesting Schedule:	 	
		
	Change in Control Treatment:	 	The shares of restricted stock shall vest in full upon a Change in Control (as defined in the Plan), subject Participant’s continued service through such date.

 By accepting this Grant Notice, Participant acknowledges that he or she has received and read, and agrees that this Award
shall be subject to, the terms of this Grant Notice, the Plan and the Standard Terms and Conditions. 
  

					
	MONTROSE ENVIRONMENTAL GROUP, INC.	  	  

		 		  	Participant Signature
	By	 	
                     
                                         
   
	  	
	Title:	 	  
	  	Address (please print):
		 		  	  

		 		  	  

		 		  	  














 MONTROSE ENVIRONMENTAL GROUP, INC. 

STANDARD TERMS AND CONDITIONS FOR 

RESTRICTED STOCK 
 These Standard Terms and
Conditions apply to the Award of restricted stock granted pursuant to the Montrose Environmental Group, Inc. 2017 Stock Incentive Plan (the “Plan”), which are evidenced by a Grant Notice. In addition to these Terms and Conditions,
the restricted stock shall be subject to the terms of the Plan, which are incorporated into these Standard Terms and Conditions by this reference. Capitalized terms not otherwise defined herein shall have the meaning set forth in the Plan. 

 

	1.	 TERMS OF RESTRICTED STOCK 



Montrose Environmental Group, Inc., a Delaware corporation (the “Company”), has granted to the Participant named in the Grant
Notice provided to said Participant herewith (the “Grant Notice”) an award of a number of restricted shares (the “Award” or the “Restricted Stock”) of the Company’s common stock, par value $0.0001
(the “Common Stock”) specified in the Grant Notice. The Award is subject to the conditions set forth in the Grant Notice, these Standard Terms and Conditions, and the Plan, each as amended from time to time. For purposes of these
Standard Terms and Conditions and the Grant Notice, any reference to the Company shall include a reference to any Subsidiary. 
  

	2.	 VESTING OF RESTRICTED STOCK 



The Award shall not be vested as of the Grant Date set forth in the Grant Notice and shall be forfeitable unless and until otherwise vested
pursuant to the terms of the Grant Notice and these Standard Terms and Conditions. After the Grant Date, subject to termination or acceleration as provided in these Standard Terms and Conditions and the Plan, the Award shall become vested as
described in the Grant Notice with respect to that number of shares of Restricted Stock as set forth in the Grant Notice. Shares of Restricted Stock that have vested and are no longer subject to forfeiture are referred to herein as “Vested
Shares.” Shares of Restricted Stock awarded hereunder that are not vested and remain subject to forfeiture are referred to herein as “Unvested Shares.” Unless otherwise set forth in the Grant Notice, upon the
Participant’s Termination of Employment, any then Unvested Shares held by the Participant shall be forfeited and canceled as of the date of such Termination of Employment. 

 

	3.	 RIGHTS AS STOCKHOLDER 



From and after the Grant Date, the Participant shall have all of the ownership, voting rights, dividend rights and all other rights of a
stockholder of the Company with respect to the Restricted Stock, except that (i) such rights as to Unvested Shares shall terminate upon the forfeiture of such Unvested Shares as and to the extent specifically provided in 












 
Section 2 above and (ii) dividends payable in cash shall, with respect to any Unvested Shares, be automatically reinvested in additional shares of Common Stock at a purchase price per
share equal to the Fair Market Value of a share of Common Stock on the date such dividend is paid; provided, however that any fractional share shall be rounded up to a whole share. Any additional shares of Common Stock accrued for the Participant
through dividends on Unvested Shares, whether through reinvestment or through a dividend paid in shares of Common Stock, shall be subject to the same restrictions on transferability and risk of forfeiture as the Unvested Shares with respect to which
they were distributed. 
  

	4.	 RESTRICTIONS ON RESALES OF SHARES 



The Company may impose such restrictions, conditions or limitations as it determines appropriate as to the timing and manner of any resales by
the Participant or other subsequent transfers by the Participant of any Vested Shares, including without limitation (i) restrictions under an insider trading policy, (ii) restrictions designed to delay and/or coordinate the timing and
manner of sales by Participant and other holders and (iii) restrictions as to the use of a specified brokerage firm for such resales or other transfers. 
  

	5.	 INCOME TAXES 



To the extent required by applicable federal, state, local or foreign law, the Participant shall make arrangements satisfactory to the Company
for the satisfaction of any withholding tax obligations that arise by reason of the grant or vesting of the Restricted Stock. The Company shall not be required to issue shares or to recognize the disposition of such shares until such obligations are
satisfied. Unless the Participant pays the withholding tax obligations to the Company by cash or check, withholding may be effected, at the Company’s option, by withholding Common Stock issuable in connection with the Award (provided that
shares of Common Stock may be withheld only to the extent that such withholding will not result in adverse accounting treatment for the Company). The Participant acknowledges that the Company shall have the right to deduct any taxes required to be
withheld by law in connection with the Award from any amounts payable by it to the Participant (including, without limitation, future cash wages). 
  

	6.	 NON-TRANSFERABILITY OF UNVESTED SHARES 



The Participant represents and warrants that the shares of Restricted Stock are being acquired by the Participant solely for the
Participant’s own account for investment and not with a view to or for sale in connection with any distribution thereof. The Participant further understands, acknowledges and agrees that, except as otherwise provided in the Plan or as permitted
by the Committee, the Unvested Shares may not be sold, assigned, transferred, pledged or otherwise directly or indirectly encumbered or disposed of. 

  
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	7.	 OTHER AGREEMENTS SUPERSEDED 



The Grant Notice, these Standard Terms and Conditions and the Plan constitute the entire understanding between the Participant and the Company
regarding the Restricted Stock. Any prior agreements, commitments or negotiations concerning the Restricted Stock are superseded. 
  

	8.	 LIMITATION OF INTEREST IN SHARES SUBJECT TO RESTRICTED STOCK 



Neither the Participant (individually or as a member of a group) nor any beneficiary or other person claiming under or through the Participant
shall have any right, title, interest, or privilege in or to any shares of Common Stock allocated or reserved for the purpose of the Plan or subject to the Grant Notice or these Standard Terms and Conditions except as to such shares of Common Stock,
if any, as shall have been issued to such person in connection with the Award. Nothing in the Plan, in the Grant Notice, these Standard Terms and Conditions or any other instrument executed pursuant to the Plan shall confer upon the Participant any
right to continue in the Company’s employ or service nor limit in any way the Company’s right to terminate the Participant’s employment or service relationship at any time for any reason. 

 

	9.	 GENERAL 



In the event that any provision of these Standard Terms and Conditions is declared to be illegal, invalid or otherwise unenforceable by a court
of competent jurisdiction, such provision shall be reformed, if possible, to the extent necessary to render it legal, valid and enforceable, or otherwise deleted, and the remainder of these Standard Terms and Conditions shall not be affected except
to the extent necessary to reform or delete such illegal, invalid or unenforceable provision. 
 The headings preceding the text of the
sections hereof are inserted solely for convenience of reference, and shall not constitute a part of these Standard Terms and Conditions, nor shall they affect its meaning, construction or effect. 

These Standard Terms and Conditions shall inure to the benefit of and be binding upon the parties hereto and their respective permitted heirs,
beneficiaries, successors and assigns. 
 These Standard Terms and Conditions shall be construed in accordance with and governed by the laws
of the State of Delaware, without regard to principles of conflicts of law. 
 In the event of any conflict between the Grant Notice, these
Standard Terms and Conditions and the Plan, the Grant Notice and these Standard Terms and Conditions shall control. In the event of any conflict between the Grant Notice and these Standard Terms and Conditions, the Grant Notice shall control. 

All questions arising under the Plan or under these Standard Terms and Conditions shall be decided by the Committee in its total and absolute
discretion. 

  
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	10.	 ELECTRONIC DELIVERY 



By executing the Grant Notice, the Participant hereby consents to the delivery of information (including, without limitation, information
required to be delivered to the Participant pursuant to applicable securities laws) regarding the Company and the Subsidiaries, the Plan, and the Restricted Stock via Company web site or other electronic delivery. 

  
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