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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/07/24 CPI Card Group Inc. 10-K 12/31/23 92:11M Toppan Merrill Bridge/FA |
Document/Exhibit Description Pages Size 1: 10-K Annual Report HTML 2.21M 3: EX-10.21 Material Contract HTML 326K 4: EX-10.32 Material Contract HTML 293K 5: EX-10.33 Material Contract HTML 330K 2: EX-10.6 Material Contract HTML 150K 6: EX-21.1 Subsidiaries List HTML 27K 7: EX-23.1 Consent of Expert or Counsel HTML 24K 11: EX-97.1 Clawback Policy re: Recovery of Erroneously HTML 45K Awarded Compensation 8: EX-31.1 Certification -- §302 - SOA'02 HTML 31K 9: EX-31.2 Certification -- §302 - SOA'02 HTML 31K 10: EX-32.1 Certification -- §906 - SOA'02 HTML 30K 17: R1 Document and Entity Information HTML 94K 18: R2 Consolidated Balance Sheets HTML 119K 19: R3 Consolidated Balance Sheets (Parenthetical) HTML 47K 20: R4 Consolidated Statements of Operations and HTML 113K Comprehensive Income 21: R5 Consolidated Statements of Stockholders' Deficit HTML 65K 22: R6 Consolidated Statements of Cash Flows HTML 128K 23: R7 Business HTML 29K 24: R8 Summary of Significant Accounting Policies HTML 60K 25: R9 Net Sales HTML 61K 26: R10 Inventories HTML 38K 27: R11 Plant, Equipment, Leasehold Improvements and HTML 48K Operating Lease Right-of-Use Assets 28: R12 Goodwill and Other Intangible Assets HTML 72K 29: R13 Fair Value of Financial Instruments HTML 82K 30: R14 Accrued Expenses HTML 47K 31: R15 Financing and Operating Leases HTML 116K 32: R16 Long-Term Debt HTML 63K 33: R17 Income Taxes HTML 123K 34: R18 Stockholders' Deficit HTML 33K 35: R19 Earnings per Share HTML 50K 36: R20 Commitments and Contingencies HTML 34K 37: R21 Employee Benefit Plan HTML 28K 38: R22 Stock-Based Compensation HTML 133K 39: R23 Segment Reporting HTML 182K 40: R24 Summary of Significant Accounting Policies HTML 93K (Policies) 41: R25 Summary of Significant Accounting Policies HTML 39K (Tables) 42: R26 Net Sales (Tables) HTML 58K 43: R27 Inventories (Tables) HTML 38K 44: R28 Plant, Equipment, Leasehold Improvements and HTML 45K Operating Lease Right-of-Use Assets (Tables) 45: R29 Goodwill and Other Intangible Assets (Tables) HTML 72K 46: R30 Fair Value of Financial Instruments (Tables) HTML 76K 47: R31 Accrued Expenses (Tables) HTML 46K 48: R32 Financing and Operating Leases (Tables) HTML 141K 49: R33 Long-Term Debt (Tables) HTML 53K 50: R34 Income Taxes (Tables) HTML 122K 51: R35 Earnings per Share (Tables) HTML 49K 52: R36 Stock Based Compensation (Tables) HTML 130K 53: R37 Segment Reporting (Tables) HTML 178K 54: R38 Summary of Significant Accounting Policies - 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Exhibit 10.33
EXECUTION VERSION
CPI CARD GROUP INC.
AMENDED AND RESTATED OMNIBUS INCENTIVE PLAN PERFORMANCE-BASED RESTRICTED STOCK UNIT AGREEMENT
This PERFORMANCE-BASED RESTRICTED STOCK UNIT AGREEMENT (this
“Agreement”) is made effective as of the Grant/Award Date set forth on the Notice hereto (the “Grant Date”) by and between CPI Card Group Inc., a Delaware corporation (the “Company”), and the participant forth on the Notice hereto (the “Participant”), pursuant to the CPI Card Group Inc. Amended and Restated Omnibus Incentive Plan (the “Plan”). Capitalized terms that are not defined herein shall have the meanings given to such terms in the Plan.
WHEREAS, the Company desires from time to time to grant Awards with respect to Shares to certain key Employees, Directors and Consultants of the Company and its Subsidiaries or Affiliates;
WHEREAS, the Company has adopted the Plan in order to effect such Awards; and WHEREAS, the Participant is an Eligible Recipient as contemplated by the Plan, and the
Committee has determined that it is in the interest of the Company to grant this Award to the Participant.
NOW, THEREFORE, in consideration of the premises and subject to the terms and conditions set forth herein and in the Plan, the parties hereto agree as follows:
1. | Grant and Vesting of Restricted Stock Units. |
DocuSign Envelope ID: 3AE37E6C-2981-49EE-A851-FE63E7902B6A
2. | Rights as a Stockholder. |
Except as otherwise required by law, the Participant shall not have any rights as a stockholder with respect to any Shares covered by the Restricted Stock Units granted hereunder unless and until a Restricted Stock Unit has vested and the Share underlying it has been distributed to the Participant and the Participant is recorded as the holder of such Share on the records of the Company; provided, however, that if the Company declares a cash dividend on its Shares, then, on the payment date of the dividend, the Participant will be credited with dividend equivalents equal to the amount of the cash dividend per Share multiplied by the number of Restricted Stock Units credited to the Participant through the record date. The dollar amount credited to the Participant under the preceding sentence will be credited to an account on the books of the Company (“Account”) established for the Participant for bookkeeping purposes only. The balance in the Account will be subject to the same terms regarding vesting and forfeiture as the Participant’s Restricted Stock Units awarded under this Agreement, and will be paid in cash in a single sum at the time that the Shares associated with the Participant’s Restricted Stock Units are delivered (or forfeited at the time that the Participant’s Restricted Stock Units are forfeited).
3. | Termination of Service. |
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DocuSign Envelope ID: 3AE37E6C-2981-49EE-A851-FE63E7902B6A
Service to the extent the underlying Stock Price Hurdle has been achieved as of the date of such death or termination due to Disability (or, in the case of a Change in Control that occurs prior to the Participant’s death or termination by the Company due to Disability, as of the date of the Change in Control).
4. | Change in Control. |
5. | Timing and Form of Payment. |
Once a Restricted Stock Unit vests (i.e., upon the satisfaction of both the Service-based and performance-based vesting condition), the Participant will be entitled to receive a Share in its place. Subject to Section 15(e), delivery of the Share will be made as soon as administratively feasible following the vesting of the associated Restricted Stock Unit (but in any event no later than the March 15th immediately following the year in which the substantial risk of forfeiture with
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DocuSign Envelope ID: 3AE37E6C-2981-49EE-A851-FE63E7902B6A
respect to the Restricted Stock Units lapses). Shares will be credited to an account established for the benefit of the Participant with the Company’s administrative agent. The Participant will have full legal and beneficial ownership of the Shares at the time such Shares are credited to such account.
6. | Tax Withholding. |
As a condition precedent to the delivery to the Participant of any shares of Common Stock upon vesting of the Restricted Stock Units, the Participant shall, upon request by the Company, pay to the Company such amount of cash as the Company may be required, under all applicable federal, state, local or other laws or regulations, to withhold and pay over as income or other withholding taxes (the “Required Tax Payments”) with respect to the Restricted Stock Units. If the Participant shall fail to advance the Required Tax Payments after request by the Company, the Company may, in its discretion, deduct any Required Tax Payments from any amount then or thereafter payable by the Company to the Participant or withhold shares of Common Stock. The Participant may elect to satisfy his or her obligation to advance the Required Tax Payments by any of the following means: (i) a cash payment to the Company; (ii) authorizing the Company to withhold from the shares of Common Stock otherwise to be delivered to the Participant pursuant to this Agreement, a number of whole shares of Common Stock having an aggregate Fair Market Value, determined as of the date the obligation to withhold or pay taxes first arises in connection with this Agreement, equal to the Required Tax Payments; or (iii) any combination of (i) and (ii). Shares to be delivered or withheld may be withheld up to the maximum statutory tax rates in the applicable jurisdictions. Any fraction of a share of Common Stock which would be required to satisfy any such obligation shall be disregarded and the remaining amount due shall be paid in cash by the Participant. No shares of Common Stock shall be issued or delivered until the Required Tax Payments have been satisfied in full.
7. | Restrictive Covenants. |
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DocuSign Envelope ID: 3AE37E6C-2981-49EE-A851-FE63E7902B6A
or indirectly, for the Participant’s own benefit or the benefit of others, any Confidential Information.
(ii) disclose to any person or entity, other than an officer, director, or employee of the Company to whom disclosure is reasonably necessary or appropriate in connection with the performance by the Participant of his or her duties for the Company, or
any Confidential Information belonging to the Company or its clients or business partners or marketing partners; provided, however, that Confidential Information shall not include any information known or readily available to the public (other than as a result of an unauthorized disclosure by the Participant).
(iv) | Trade Secrets; Whistleblower Protection. |
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DocuSign Envelope ID: 3AE37E6C-2981-49EE-A851-FE63E7902B6A
or investigating a suspected violation of law. The parties also have the right to disclose trade secrets in a document filed in a lawsuit or other proceeding, but only if the filing is made under seal and protected from public disclosure.
(B) Notwithstanding anything to the contrary contained herein, no provision of this Agreement shall be interpreted so as to impede the Participant (or any other individual) from reporting possible violations of federal law or regulation to any governmental agency or entity, including, but not limited to, the Department of Justice, the Securities and Exchange Commission, the Congress, and any agency Inspector General, or making other disclosures under the whistleblower provisions of federal law or regulation. The Participant does not need the prior authorization of the Company to make any such reports or disclosures and the Participant shall not be required to notify the Company that such reports or disclosures have been made.
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DocuSign Envelope ID: 3AE37E6C-2981-49EE-A851-FE63E7902B6A
otherwise be subject, whether under the terms of his or her employment or services agreement or otherwise.
(b) | Definitions. For purposes of this Agreement: |
(D) any and all information related to the pricing of the Company’s products; (E) any and all information regarding the Company’s marketing or branding strategies and/or campaigns and the costs thereof; (F) information related to the Company’s design, manufacture, and distribution of its products; (G) information pertaining to the identity of and contact information for the Company’s business partners and manufacturing partners;
(H) information (such as designs and marketing plans) belonging to the Company’s customers and business partners that is not yet made available to the public; (I) identity of employees, consultants, and agents of the Company and their respective terms of employment or engagement; (J) information concerning customers or customer accounts of the Company’s clients and other customer information, including “Personally Identifiable Financial Information” as defined under Regulation P, 12 C.F.R. 216, or under the Gramm-Leach-Bliley Act, 15 U.S.C. §§ 6801, et seq.; and (K) information that if disclosed would give the Company’s competitors in the financial cards business an unfair competitive advantage over the Company in the marketplace.
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DocuSign Envelope ID: 3AE37E6C-2981-49EE-A851-FE63E7902B6A
(vi) | “Restricted Area” means the United States of America and Canada. |
(d) | Remedies for Breach. |
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DocuSign Envelope ID: 3AE37E6C-2981-49EE-A851-FE63E7902B6A
8. | Nontransferability of Restricted Stock Units. |
The Restricted Stock Units granted hereunder may not be sold, transferred, pledged, assigned, encumbered or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution or, on such terms and conditions as the Committee shall establish, to a permitted transferee.
9. | Beneficiary Designation. |
The Participant may from time to time name any beneficiary or beneficiaries (who may be named contingently or successively) by whom any right under the Plan and this Agreement is to be exercised in case of his or her death. Each designation will revoke all prior designations by the Participant, shall be in a form reasonably prescribed by the Committee, and will be effective only when filed by the Participant in writing with the Committee during his or her lifetime.
10. | Transfer of Data. |
The Participant consents to the Company or any Affiliate thereof processing data relating to the Participant for legal, personnel, administrative and management purposes and in particular to the processing of any sensitive personal data relating to the Participant. The Company may make such information available to any Affiliate thereof, those who provide products or services to the Company or any Affiliate thereof (such as advisers and payroll administrators), regulatory authorities, potential purchasers of the Company or the business in which the Participant works, and as may be required by law.
11. | Securities Law Requirements. |
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DocuSign Envelope ID: 3AE37E6C-2981-49EE-A851-FE63E7902B6A
12. | No Guarantee of Continued Service. |
Nothing in the Plan or in this Agreement shall interfere with or limit in any way the right of the Company or an Affiliate thereof to terminate the Participant’s Service at any time or confer upon the Participant any right to continued Service.
13. | Interpretation; Construction. |
Any determination or interpretation by the Committee under or pursuant to this Agreement shall be final and conclusive on all persons affected hereby. Except as otherwise expressly provided in the Plan, in the event of a conflict between any term of this Agreement and the terms of the Plan, the terms of the Plan shall control.
14. | Amendments. |
The Committee may, in its sole discretion, at any time and from time to time, alter or amend this Agreement and the terms and conditions of the unvested portion of the Restricted Stock Units (but not any portion of the Restricted Stock Units that has previously vested) in whole or in part, including without limitation, amending the criteria for vesting set forth in Section 1 hereof and substituting alternative vesting criteria; provided that such alteration, amendment, suspension or termination shall not materially impair the rights of the Participant under the Restricted Stock Units without the Participant’s consent. The Company shall give written notice to the Participant of any such alteration or amendment of this Agreement as promptly as practicable after the adoption thereof. This Agreement may also be amended by a writing signed by both the Company and the Participant.
15. | Miscellaneous. |
(i) | If to the Company: |
CPI Card Group Inc.
10368 West Centennial Road Littleton, CO 80127
Attention: Chief Human Resources Officer
(ii) | If to the Participant, to the Participant’s last known home address, |
or to such other person or address as any party shall specify by notice in writing to the Company. All such notices, requests, demands, letters, waivers and other communications shall be deemed to have been received (x) if by personal delivery on the day after such delivery, (y) if by certified or registered mail, on the fifth business day after the mailing thereof, or (z) if by next-day or overnight mail or delivery, on the day delivered.
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DocuSign Envelope ID: 3AE37E6C-2981-49EE-A851-FE63E7902B6A
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DocuSign Envelope ID: 3AE37E6C-2981-49EE-A851-FE63E7902B6A
shall be exclusively in the courts in the State of Colorado, County of Arapahoe or Denver, including the Federal Courts located therein (should Federal jurisdiction exist), and the Company and the Participant hereby submit and consent to said jurisdiction and venue.
— Signature page follows —
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DocuSign Envelope ID: 3AE37E6C-2981-49EE-A851-FE63E7902B6A
Notwithstanding anything in this Agreement or in the Plan to the contrary, the Committee hereby reserves the right, in its sole discretion, to terminate and cancel this Award if the Participant fails to accept this Agreement on or prior to six weeks from the Grant Date.
IN WITNESS WHEREOF, the Company and the Participant have duly executed this Agreement as of the date first above written.
CPI CARD GROUP INC.
By: /s/ H. Sanford Riley Name: H. Sanford Riley
Title: Chairman of the Board
PARTICIPANT
Agreed via electronic acceptance Name: John Lowe
Signature: /s/ John Lowe
Note to Participant: Any conflicts of interest or other disclosures to be made by Participant at the time of signing this Agreement shall be set forth on a Conflicts of Interest Disclosure Statement attached to this Agreement. Participant has not made any disclosures if there is no such statement attached.
There is is not a Conflicts of Interest Disclosure Statement attached to this Agreement. Participant’s Initials: JL
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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 5/07/24 CPI Card Group Inc. 10-Q 3/31/24 66:5.5M Toppan Merrill Bridge/FA |