WILLIAMS INDUSTRIAL SERVICES GROUP INC.
RESTRICTED SHARES AWARD AGREEMENT
Notice of Restricted Shares Award
Williams Industrial Services Group Inc. (the “Company”) grants to the Grantee named below, in accordance with the terms and conditions of the Williams Industrial Services Group Inc. 2015 Equity Incentive Plan (the “Plan”) and this Restricted Shares Award Agreement (the “Agreement”), the following number of restricted shares (the “Restricted Shares”), as of the Date of Grant set forth below (the “Date of Grant”). Capitalized terms used in this Agreement without definition shall have the meanings assigned to them in the Plan.
Name of Grantee:
Date of Grant:
February 3, 2023
Number of Restricted Shares:
February 3, 2024
Terms of Agreement:
1. Grant of Restricted Shares. Subject to and upon the terms, conditions and restrictions set forth in this Agreement and in the Plan, and in consideration of past services which have a value in excess of the par value of the Restricted Shares, the Company hereby grants to the Grantee as of the Date of Grant the total number of Restricted Shares set forth above. Any certificates evidencing the Restricted Shares will be held in custody by the Company together with a stock power endorsed in blank by the Grantee with respect thereto, until the Restricted Shares have become vested in accordance with Section 2.
2. Vesting. The Restricted Shares granted under this Agreement shall vest on the Vesting Date set forth above, subject to the Grantee continuing to serve as a member of the Board through the Vesting Date. Notwithstanding anything herein to the contrary, (i) upon the death of the Grantee prior to the Vesting Date, the full number of Restricted Shares shall become immediately vested (without pro-ration); and (ii) upon the Disability of the Grantee prior to the Vesting Date, a pro-rated number of Restricted Shares shall become immediately vested based on the number of days that the Grantee served on the Board during the vesting period. For purposes of this Agreement, “Disability” shall have the meaning set forth in the Company’s long term disability plan. Upon a Change in Control, the provisions of Section 21 of the Plan shall apply.
3.Forfeiture of Restricted Shares. The Restricted Shares that have not yet vested pursuant to Section 2 (and any right to unpaid dividends under Section 5 with respect to the Restricted Shares) shall be forfeited automatically without further action or notice if the Grantee ceases to serve as a member of the Board prior to the Vesting Date, except as otherwise provided in Section 2.
4. Nontransferability. Prior to the Vesting Date, the Restricted Shares granted pursuant to this Agreement may not be transferred, assigned, pledged or hypothecated in any manner, or be subject to execution, attachment or similar process, by operation of law or otherwise, unless otherwise provided under the Plan. Any purported transfer or encumbrance in violation of the provisions of this Section 4 shall be void, and the other party to any such purported transaction shall not obtain any rights to or interest in the Restricted Shares.
5. Dividend, Voting and Other Rights. Except as otherwise provided herein, from and after the Date of Grant, the Grantee shall have all of the rights of a stockholder with respect to the Restricted Shares, including the right to vote the Restricted Shares. Notwithstanding the foregoing, the payment of dividends or distributions on the Restricted Shares shall be subject to the following rules:
6. Compliance with Laws.
(a) Taxes. The Grantee shall be liable and responsible for all taxes owed in connection with the Restricted Shares, including the awarding and vesting thereof. The Company does not commit and is under no obligation to structure the Restricted Shares to reduce or eliminate the Grantee’s tax liability.
if to the Company: the address of the Company’s headquarters; and
if to the Grantee: the address of the Grantee most recently provided to the Company, or to such other address as either party may designate under the provisions hereof.
respect, then such provision shall be deemed limited to the extent that such court deems it enforceable, and as so limited shall remain in full force and effect. In the event that such court shall deem any such provision, or portion thereof, wholly unenforceable, the remaining provisions of this Agreement shall nevertheless remain in full force and effect.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the Date of Grant.
WILLIAMS INDUSTRIAL SERVICES GROUP INC.
/s/ Tracy Pagliara
President and Chief Executive Officer
By executing this Agreement, you acknowledge that a copy of the Plan, Plan Summary and Prospectus, and the Company’s most recent Annual Report and Proxy Statement (the “Prospectus Information”) have been received by you, and you consent to receiving this Prospectus Information electronically, or, in the alternative, agree to contact Korey Daniel, Director of Financial Reporting at 770.879.4405, to request a paper copy of the Prospectus Information at no charge.