The Modification provides that in addition to the previous vesting terms and conditions,
subject to the continued employment of the holder of the Outstanding Equity, on January 17, 2021, all then-outstanding and unvested Outstanding Equity shall become vested.
Except as set forth above, the terms and conditions of the Outstanding Equity remain unchanged.
Equity Awards
On February 29, 2020,
the Company approved grants under the Vivint Smart Home, Inc. 2020 Omnibus Incentive Plan (the Plan) of time-vesting restricted stock units (the RSUs) and performance-vesting restricted stock units (the PSUs)
(each representing the right to receive one share of Class A common stock upon the settlement of each restricted stock unit) to each of Messrs. Pedersen, Gerard and Santiago under the Companys 2020 Omnibus Incentive Plan, effective as of,
and subject to such individuals continued employment with the Company or its subsidiaries on, the date that the Company has executed and filed an effective registration statement on Form S-8 with the
Securities and Exchange Commission in order to register the offer and sale of shares of Class A common stock pursuant to the Plan (such date, the grant date). Mr. Pedersen is eligible to be granted 585,366 RSUs and 585,366 PSUs
on the grant date, Mr. Gerard is eligible to be granted 342,439 RSUs and 184,390 PSUs on the grant date and Mr. Santiago is eligible to be granted 396,341 RSUs and 213,415 PSUs on the grant date.
The RSUs granted to each of the executives will vest, subject to continued employment on each applicable vesting date, with respect to 25% of
the restricted stock units on each of the first four anniversaries of January 17, 2020.
The PSUs have a one-year performance period beginning on January 1, 2020 and ending on December 31, 2020 and vest based upon the Companys achievement of specified performance goals through fiscal year end 2020 and
the passage of time. The PSUs performance goals are based on the Companys Adjusted EBITDA, Net Cash and Total Subscribers performance. The total number of restricted stock units subject to the PSU awards eligible to vest will be based on the
level of achievement of the performance goals and ranges from 0% (if below threshold performance) up to 100% (for target or above target performance). Fifty percent (50%) of such PSUs eligible to vest will vest on the date the compensation committee
of the Board (the committee) certifies in writing the achievement of the performance metrics (the determination date) and the remaining 50% of such PSUs will vest on the first anniversary of the determination date, in each
case, subject to continued employment on the applicable vesting date.
For purposes of the PSU awards:
Adjusted EBITDA shall mean, with respect to fiscal year 2020, the Adjusted EBITDA which is publicly disclosed in (or otherwise calculated in a
manner consistent with) the Companys earnings release for fiscal year 2020 or as otherwise determined by the Audit Committee of the Board;
Net Cash shall mean, with respect to fiscal year 2020, the amount of net cash provided by or used in financing activities for fiscal year
2020, excluding any equity proceeds, taxes paid related to vesting of equity awards, return of capital or re-financing fees, or as otherwise determined by the Audit Committee of the Board; and
Total Subscribers shall mean, with respect to fiscal year 2020, the aggregate number of active smart home and security subscribers at the end
of fiscal year 2020, which is publicly disclosed in (or otherwise calculated in a manner consistent with) the Companys earnings release for fiscal year 2020 or as otherwise determined by the Audit Committee of the Board.