0001520358
false
0001520358
2023-10-17
2023-10-17
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(D) OF
THE
SECURITIES EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): October 17, 2023
Mama’s
Creations, Inc.
(Exact
Name of Registrant as Specified in its Charter)
| Nevada |
|
001-40597 |
|
27-0607116 |
(State or Other Jurisdiction
of Incorporation) |
|
(Commission
File No.) |
|
(I.R.S.
Employer
Identification
No.) |
| 25
Branca Road, East Rutherford, NJ |
|
07073 |
| (Address
of Principal Executive Offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: (201) 532-1212
(Former
name, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
Common
stock, $0.00001 par value per share |
|
MAMA |
|
NASDAQ |
Item
5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On
October 17, 2023, the Board of Directors (the “Board”) of Mama’s Creations, Inc. (the “Company”) approved
an amendment and restatement of the Company’s 2021 Incentive Stock and Award Plan, originally effective June 25, 2021 (as amended
and restated, the “Incentive Plan”), upon the recommendation of the People & Compensation Committee (the “Committee”).
The amendments did not require stockholder approval.
The
amendments add stock units as a type of award that may be granted under the Incentive Plan, in addition to stock options and restricted
stock, but does not increase the number of shares available under the Incentive Plan. Stock units granted under the Incentive Plan may
be subject to such restrictions as the Committee determines, including service- or time-based units (“RSUs”) and performance-based
units (“PSUs”). The amendments also remove provisions that no longer apply due to the repeal of the performance-based compensation
exception under Section 162(m) of the Internal Revenue Code, and make certain other conforming changes.
The
foregoing description of the Incentive Plan is a summary only and is qualified in its entirety by reference to the complete text of the
Incentive Plan, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein. The
Committee also approved forms of RSU and PSU award agreements for grants of such awards under the Incentive Plan, copies of which are
filed as Exhibits 10.2 and 10.3, respectively, to this Current Report on Form 8-K.
On
October 18, 2023, the Company granted stock unit awards to Adam Michaels, the Company’s Chief Executive Officer, and Anthony Gruber,
the Company’s Chief Financial Officer, under the Incentive Plan. These awards were provided for in each of such executive’s
employment agreement, but had not yet been granted due to stock units not being a type of equity award under the Incentive Plan prior
to its amendment as described above.
For
Mr. Michaels, these grants consisted of the following, as provided in his employment agreement, dated June 21, 2022:
| (i) | an
annual grant of 185,185 RSUs for his first year of service, 25% vested on the grant date
with the remainder vesting over three equal annual increments; |
| (ii) | a
“sign-on” grant of 277,778 RSUs, 25% vested on the grant date with the remainder
vesting over three equal annual increments; |
| (iii) | an
annual grant of 46,146 RSUs for 2023, vesting in four equal annual increments; |
| (iv) | a
“sign-on” grant of PSUs with a maximum payout of 1,200,000 shares based on the
Company’s stock price performance from 2022 to 2027; and |
| (v) | a
“sign-on” grant of PSUs with a maximum payout of 400,000 shares based on the
Company’s pre-tax profit per share from 2022 to 2027. |
Mr.
Gruber was granted a “sign-on” grant of PSUs with a maximum payout of 540,000 shares based on the Company’s stock price
performance from 2022 to 2027, as described in his employment agreement dated September 19, 2022.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
SIGNATURES
Pursuant
to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
| |
(Registrant) |
| |
|
| |
Mama’s
Creations, Inc. |
| |
|
|
| |
By: |
/s/
Adam L. Michaels |
| |
Name: |
Adam
L. Michaels |
| |
Title: |
Chief
Executive Officer |
Dated:
October 20, 2023
Exhibit
10.1
MAMA’S
CREATIONS, INC.
2021
INCENTIVE STOCK AND AWARD PLAN
(As
Amended and Restated October 17, 2023)
1.
Purpose of the Plan; General.
(a)
This 2021 Incentive Stock and Award Plan (as amended and restated, the “Plan”) supersedes the 2013 Incentive Stock
and Award Plan and is intended as an incentive to retain in the employ of and as directors, officers, consultants, attorneys, advisors
and employees to Mama’s Creations, Inc. (formerly known as MamaMancini’s Holdings, Inc.), a Nevada corporation (the “Company”),
and any Subsidiary of the Company, within the meaning of Section 424(f) of the United States Internal Revenue Code of 1986, as amended
(the “Code”), persons of training, experience and ability, to attract new directors, officers, consultants, attorneys,
advisors and employees whose services are considered valuable, to encourage the sense of proprietorship and to stimulate the active interest
of such persons in the development and financial success of the Company and its Subsidiaries.
(b)
It is further intended that certain options granted pursuant to the Plan shall constitute incentive stock options within the meaning
of Section 422 of the Code (the “Incentive Options”) while certain other options granted pursuant to the Plan shall
be nonqualified stock options (the “Nonqualified Options”). Incentive Options and Nonqualified Options are hereinafter
referred to collectively as “Options”.
(c)
The Company intends that the Plan meet the requirements of Rule 16b-3 (“Rule 16b-3”) promulgated under the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), and that transactions of the type specified in subparagraphs
(c) to (f) inclusive of Rule 16b-3 by officers and directors of the Company pursuant to the Plan will be exempt from the operation of
Section 16(b) of the Exchange Act. In all cases, the terms, provisions, conditions and limitations of the Plan shall be construed and
interpreted consistent with the Company’s intent as stated in this Section 1.
(d)
The Plan was originally effective on June 25, 2021 (the “Initial Effective Date”) and was amended and restated effective
October 17, 2023.
(e)
The types of awards (“Awards”) that may be granted under the Plan are: Options, shares of restricted stock, which are shares
of Company common stock that are subject to such restrictions on transfer, vesting conditions and other restrictions or limitations as
may be set forth in the Plan and the applicable award agreement (“Restricted Stock”), and stock units, which are a right
to receive shares of Company common stock subject to such restrictions on transfer, vesting conditions and other restrictions or limitations
as may be set forth in the Plan and the applicable award agreement (“Stock Units”).
2.
Administration of the Plan.
(a)
The Board of Directors of the Company (the “Board”) shall appoint and maintain as administrator of the Plan a Committee
(the “Committee”) consisting of two or more directors who are (i) “Independent Directors” (as such term
is defined under the rules of the NASDAQ Stock Market), and (ii) “Non-Employee Directors” (as such term is defined in Rule
16b-3), which shall serve at the pleasure of the Board. The Committee, subject to Sections 3, 5, 6 and 7 hereof, shall have full power
and authority to designate recipients of Awards and to determine the terms and conditions of the respective Award agreements (which need
not be identical) and to interpret the provisions and supervise the administration of the Plan. The Committee shall have the authority,
without limitation, to designate which Options granted under the Plan shall be Incentive Options and which shall be Nonqualified Options.
To the extent any Option does not qualify as an Incentive Option, it shall constitute a separate Nonqualified Option.
(b)
Subject to the provisions of the Plan, the Committee shall interpret the Plan and all Awards granted under the Plan, shall make such
rules as it deems necessary for the proper administration of the Plan, shall make all other determinations necessary or advisable for
the administration of the Plan, and shall correct any defects or supply any omission or reconcile any inconsistency in the Plan or in
any Awards granted under the Plan in the manner and to the extent that the Committee deems desirable to carry into effect the Plan or
any Awards. The act or determination of a majority of the Committee shall be the act or determination of the Committee and any decision
reduced to writing and signed by all of the members of the Committee shall be fully effective as if it had been made by a majority of
the Committee at a meeting duly held for such purpose. Subject to the provisions of the Plan, any action taken or determination made
by the Committee pursuant to this and the other Sections of the Plan shall be conclusive on all parties.
(c)
In the event that for any reason the Committee is unable to act or if the Committee at the time of any grant, award or other acquisition
under the Plan does not consist of two or more Non-Employee Directors, or if there shall be no such Committee, or if the Board otherwise
determines to administer the Plan, then the Plan shall be administered by the Board, and references herein to the Committee (except in
the proviso to this sentence) shall be deemed to be references to the Board, and any such grant, award or other acquisition may be approved
or ratified in any other manner contemplated by subparagraph (d) of Rule 16b-3.
(d)
To the extent not inconsistent with applicable law or stock exchange rules, the Committee may delegate all or any portion of its authority
under the Plan to any one or more of its members or, as to Awards to Participants who are not subject to Section 16 of the Exchange Act,
to one or more directors or executive officers of the Company or to a committee of the Board comprised of one or more directors of the
Company. The Committee may also delegate non-discretionary administrative responsibilities in connection with the Plan to such other
persons as it deems advisable.
3.
Designation of Optionees and Grantees.
(a)
The persons eligible for participation in the Plan as recipients of Options (the “Optionees”) or Restricted Stock
or Stock Units (the “Grantees” and together with Optionees, the “Participants”) shall include directors,
officers and employees to, and consultants, attorneys and advisors to, the Company or any Subsidiary; provided that Incentive
Options may only be granted to employees of the Company and any Subsidiary. In selecting Participants, and in determining the number
of shares to be covered by each Award granted to Participants, the Committee may consider any factors it deems relevant, including, without
limitation, the office or position held by the Participant or the Participant’s relationship to the Company, the Participant’s
degree of responsibility for and contribution to the growth and success of the Company or any Subsidiary, the Participant’s length
of service, promotions and potential. A Participant who has been granted an Award hereunder may be granted an additional Award or Awards
if the Committee shall so determine.
(b)
In the absence of any date specified, the Committee’s grant of Awards, such grant shall be deemed to have been made effective on
the first business day of each March, June, September or December of any calendar year, or on such other pre-determined dates as may
be set by the Committee (the “Pre-Determined Grant Dates”). Notwithstanding the foregoing, the Committee may grant
Awards to any employee, officer, director, consultant, attorney or advisor to the Company as an inducement to such person, in consideration
for such person to enter into any agreement or to provide services to the Company, for prior services rendered to the Company, or for
any other reason determined by the Committee for award, in its sole discretion other than on a Pre-Determined Grant Date.
4.
Stock Reserved for the Plan. Subject to adjustment as provided in this Section 4, the aggregate number of shares of common stock
of the Company (“Stock”) which may be delivered under the Plan shall not exceed a number equal to 10% of the total
number of shares of Stock outstanding immediately following the Initial Effective Date, assuming for this purpose the conversion into
Stock of all outstanding securities that are convertible by their terms (directly or indirectly) into Stock; provided, however,
that, as of January 1 of each calendar year, commencing with the year 2022, the maximum number of shares of Stock which may be delivered
under the Plan shall automatically increase by a number sufficient to cause the number of shares of Stock covered by the Plan to equal
15% of the total number of shares of Stock then outstanding, assuming for this purpose the conversion into Stock of all outstanding securities
that are convertible by their terms (directly or indirectly) into Stock. The shares of Stock subject to the Plan shall consist
of unissued shares, treasury shares or previously issued shares held by any Subsidiary of the Company, and such number of shares of Stock
shall be and is hereby reserved for such purpose. Any of such shares of Stock that may remain unsold and that are not subject to outstanding
Options at the termination of the Plan shall cease to be reserved for the purposes of the Plan, but until termination of the Plan the
Company shall at all times reserve a sufficient number of shares of Stock to meet the requirements of the Plan. Should any Award expire
or be canceled prior to its exercise or vesting in full or should the number of shares of Stock to be delivered upon the exercise or
vesting in full of any Award be reduced for any reason, the shares of Stock theretofore subject to such Award may be subject to future
Awards under the Plan.
5.
Terms and Conditions of Options. Options granted under the Plan shall be subject to the following conditions and shall contain such
additional terms and conditions, not inconsistent with the terms of the Plan, as the Committee shall deem desirable:
(a)
Option Price. The purchase price of each share of Stock purchasable under an Incentive Option shall be determined by the Committee
at the time of grant, but shall not be less than 100% of the Fair Market Value (as defined below) of such share of Stock on the date
the Option is granted; provided, however, that with respect to an Optionee who, at the time such Incentive Option is granted,
owns (within the meaning of Section 424(d) of the Code) more than 10% of the total combined voting power of all classes of stock of the
Company or of any Subsidiary, the purchase price per share of Stock shall be at least 110% of the Fair Market Value per share of Stock
on the date of grant. The purchase price of each share of Stock purchasable under a Nonqualified Option shall be at least 100% of the
Fair Market Value of such share of Stock on the date the Option is granted, unless the Committee, in its sole and absolute discretion,
determines to set the purchase price of such Nonqualified Option below Fair Market Value. The exercise price for each Option shall be
subject to adjustment as provided in Section 9 below. “Fair Market Value” means
(i)
the closing price on the final trading day immediately prior to the grant of the Stock on (x) the principal securities exchange on which
shares of Stock are listed (if the shares of Stock are so listed) or (y) on the NASDAQ Stock Market, OTC Markets or OTC Bulletin Board
(if the shares of Stock are regularly listed or quoted on the NASDAQ Stock Market, OTC Markets or OTC Bulletin Board, as the case may
be); or
(ii)
if not so listed or quoted, as applicable, the mean between the closing bid and asked prices of publicly traded shares of Stock on the
over-the-counter market on the final trading day immediately prior to the grant of the Stock; or
(iii)
if such bid and asked prices shall not be available, as reported by any nationally recognized quotation service selected by the Company
on the final trading day immediately prior to the grant of the Stock. Anything in this Section 5(a) to the contrary notwithstanding,
in no event shall the purchase price of a share of Stock be less than the minimum price permitted under the rules and policies of any
national securities exchange on which the shares of Stock are listed, as applicable.
(b)
Option Term. The term of each Option shall be fixed by the Committee, but no Option shall be exercisable more than ten (10) years
after the date such Option is granted and, in the case of an Incentive Option granted to an Optionee who, at the time such Incentive
Option is granted, owns (within the meaning of Section 424(d) of the Code) more than 10% of the total combined voting power of all classes
of stock of the Company or of any Subsidiary, no such Incentive Option shall be exercisable more than five (5) years after the date such
Incentive Option is granted.
(c)
Exercisability.
(i)
Subject to the terms of Section 5 hereof, Options shall be exercisable at such time or times and subject to such terms and conditions
as shall be determined by the Committee at the time of grant; provided, however, that in the absence of any Option vesting
periods designated by the Committee at the time of grant, Options shall vest and become exercisable in equal amounts on each fiscal quarter
of the Company through the four (4) year anniversary of the date of grant; and provided further that no Options shall be exercisable
until such time as any vesting limitation required by Section 16 of the Exchange Act, and related rules, shall be satisfied if such limitation
shall be required for continued validity of the exemption provided under Rule 16b-3(d)(3).
(ii)
Upon the occurrence of a Change in Control (as hereinafter defined), the Committee may accelerate the vesting and exercisability of outstanding
Options, in whole or in part, as determined by the Committee in its sole discretion. In its sole discretion, the Committee may also determine
that, upon the occurrence of a Change in Control, each outstanding Option shall terminate within a specified number of days after notice
to the Optionee thereunder, and each such Optionee shall receive, with respect to each share of Company Stock subject to such Option,
an amount equal to the excess of the Fair Market Value of such shares immediately prior to such Change in Control over the exercise price
per share of such Option; such amount shall be payable in cash, in one or more kinds of property (including the property, if any, payable
in the transaction) or a combination thereof, as the Committee shall determine in its sole discretion.
(iii)
For purposes of the Plan, unless otherwise defined in an employment agreement between the Company and the relevant Optionee, a “Change
in Control” shall be deemed to have occurred if:
(A)
a tender offer (or series of related offers) shall be made and consummated for the ownership of fifty percent (50%) or more of the outstanding
voting securities of the Company, unless as a result of such tender offer more than fifty percent (50%) of the outstanding voting securities
of the surviving or resulting corporation shall be owned in the aggregate by the stockholders of the Company (as of the time immediately
prior to the commencement of such offer), any employee benefit plan of the Company or its Subsidiaries, and their affiliates;
(B)
the Company shall be merged or consolidated with another corporation, unless as a result of such merger or consolidation more than fifty
percent (50%) of the outstanding voting securities of the surviving or resulting corporation shall be owned in the aggregate by the stockholders
of the Company (as of the time immediately prior to such transaction), any employee benefit plan of the Company or its Subsidiaries,
and their affiliates;
(C)
the Company shall sell substantially all of its assets to another corporation that is not wholly owned by the Company, unless as a result
of such sale more than fifty percent (50%) of such assets shall be owned in the aggregate by the stockholders of the Company (as of the
time immediately prior to such transaction), any employee benefit plan of the Company or its Subsidiaries and their affiliates; or
(D)
a Person (as defined below) shall acquire fifty percent (50%) or more of the outstanding voting securities of the Company (whether directly,
indirectly, beneficially or of record), unless as a result of such acquisition more than fifty percent (50%) of the outstanding voting
securities of the surviving or resulting corporation shall be owned in the aggregate by the stockholders of the Company (as of the time
immediately prior to the first acquisition of such securities by such Person), any employee benefit plan of the Company or its Subsidiaries,
and their affiliates.
(iv)
Notwithstanding Section 5(c)(iii) above, if Change in Control is defined in an employment agreement between the Company and the relevant
Optionee, then, with respect to such Optionee, Change in Control shall have the meaning ascribed to it in such employment agreement.
(v)
For purposes of this Section 5(c), ownership of voting securities shall take into account and shall include ownership as determined by
applying the provisions of Rule 13d-3(d)(I)(i) (as in effect on the date hereof) under the Exchange Act. In addition, for such purposes,
“Person” shall have the meaning given in Section 3(a)(9) of the Exchange Act, as modified and used in Sections 13(d)
and 14(d) thereof; provided, however, that a Person shall not include (A) the Company or any of its Subsidiaries; (B) a
trustee or other fiduciary holding securities under an employee benefit plan of the Company or any of its Subsidiaries; (C) an underwriter
temporarily holding securities pursuant to an offering of such securities; or (D) a corporation owned, directly or indirectly, by the
stockholders of the Company in substantially the same proportion as their ownership of stock of the Company.
(d)
Method of Exercise. Options, to the extent then exercisable, may be exercised in whole or in part at any time during the option
period, by giving written notice to the Company specifying the number of shares of Stock to be purchased, accompanied by payment in full
of the purchase price, in cash, or by check or such other instrument as may be acceptable to the Committee. As determined by the Committee,
in its sole discretion, at or after grant, payment in full or in part may be made at the election of the Optionee (i) in the form of
Stock owned by the Optionee based on the Fair Market Value of the Stock which is not the subject of any pledge or security interest,
(ii) in the form of shares of Stock withheld by the Company from the shares of Stock otherwise to be received with such withheld shares
of Stock having a Fair Market Value equal to the exercise price of the Option, or (iii) by a combination of the foregoing, such Fair
Market Value determined by applying the principles set forth in Section 5(a), provided that the combined value of all cash and
cash equivalents and the Fair Market Value of any shares surrendered to the Company is at least equal to such exercise price and except
with respect to (ii) above, such method of payment will not cause a disqualifying disposition of all or a portion of the Stock received
upon exercise of an Incentive Option. An Optionee shall have the right to dividends and other rights of a stockholder with respect to
shares of Stock purchased upon exercise of an Option at such time as the Optionee (i) has given written notice of exercise and has paid
in full for such shares, and (ii) has satisfied such conditions that may be imposed by the Company with respect to the withholding of
taxes.
(e)
Non-transferability of Options. Options are not transferable and may be exercised solely by the Optionee during his lifetime or
after his death by the person or persons entitled thereto under his will or the laws of descent and distribution. The Committee, in its
sole discretion, may permit a transfer of a Nonqualified Option to (i) a trust for the benefit of the Optionee, (ii) a member of the
Optionee’s immediate family (or a trust for his or her benefit) or (iii) pursuant to a domestic relations order. Any attempt to
transfer, assign, pledge or otherwise dispose of, or to subject to execution, attachment or similar process, any Option contrary to the
provisions hereof shall be void and ineffective and shall give no right to the purported transferee.
(f)
Termination by Death. Unless otherwise determined by the Committee, if any Optionee’s employment with or service to the
Company or any Subsidiary terminates by reason of death, the Option may thereafter be exercised, to the extent then exercisable (or on
such accelerated basis as the Committee shall determine at or after grant), by the legal representative of the estate or by the legatee
of the Optionee under the will of the Optionee, for a period of one (1) year after the date of such death (or, if later, such time as
the Option may be exercised pursuant to Section 15(d) hereof) or until the expiration of the stated term of such Option as provided under
the Plan, whichever period is shorter.
(g)
Termination by Reason of Disability. Unless otherwise determined by the Committee, if any Optionee’s employment with or
service to the Company or any Subsidiary terminates by reason of Disability (as defined below), then any Option held by such Optionee
may thereafter be exercised, to the extent it was exercisable at the time of termination due to Disability (or on such accelerated basis
as the Committee shall determine at or after grant), but may not be exercised after ninety (90) days after the date of such termination
of employment or service (or, if later, such time as the Option may be exercised pursuant to Section 15(d) hereof) or the expiration
of the stated term of such Option, whichever period is shorter; provided, however, that, if the Optionee dies within such
ninety (90) day period, any unexercised Option held by such Optionee shall thereafter be exercisable to the extent to which it was exercisable
at the time of death for a period of one (1) year after the date of such death (or, if later, such time as the Option may be exercised
pursuant to Section 15(d) hereof) or for the stated term of such Option, whichever period is shorter. “Disability”
shall mean an Optionee’s total and permanent disability; due to his or her inability to engage in any substantial gainful activity
by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to
last for a continuous period of not less than 12 months; provided, however, that if Disability is defined in an employment
agreement between the Company and the relevant Optionee, then, with respect to such Optionee, Disability shall have the meaning ascribed
to it in such employment agreement.
(h)
Termination by Reason of Retirement.
(i)
Unless otherwise determined by the Committee, if any Optionee’s employment with or service to the Company or any Subsidiary terminates
by reason of Normal Retirement or Early Retirement (as such terms are defined below), any Option held by such Optionee may thereafter
be exercised to the extent it was exercisable at the time of such Retirement (or on such accelerated basis as the Committee shall determine
at or after grant), but may not be exercised after ninety (90) days after the date of such termination of employment or service (or,
if later, such time as the Option may be exercised pursuant to Section 15(d) hereof) or the expiration of the stated term of such Option,
whichever date is earlier; provided, however, that, if the Optionee dies within such ninety (90) day period, any unexercised
Option held by such Optionee shall thereafter be exercisable, to the extent to which it was exercisable at the time of death, for a period
of one (1) year after the date of such death (or, if later, such time as the Option may be exercised pursuant to Section 15(d) hereof)
or for the stated term of such Option, whichever period is shorter
(ii)
For purposes of this paragraph (h), “Normal Retirement” shall mean retirement from active employment with the Company
or any Subsidiary on or after the normal retirement date specified in the applicable Company or Subsidiary pension plan or if no such
pension plan, age 65, and “Early Retirement” shall mean retirement from active employment with the Company or any
Subsidiary pursuant to the early retirement provisions of the applicable Company or Subsidiary pension plan or if no such pension plan,
age 55.
(i)
Other Terminations. Unless otherwise determined by the Committee upon grant, if any Optionee’s employment with or service
to the Company or any Subsidiary is terminated by such Optionee for any reason other than death, Disability, Normal Retirement or Early
Retirement or Good Reason (as defined below), the Option shall thereupon terminate, except that the portion of any Option that was exercisable
on the date of such termination of employment or service may be exercised for the lesser of ninety (90) days after the date of termination
(or, if later, such time as the Option may be exercised pursuant to Section 15(d) hereof) or the balance of such Option’s term,
which ever period is shorter. The transfer of an Optionee from the employ of or service to the Company to the employ of or service to
a Subsidiary, or vice versa, or from one Subsidiary to another, shall not be deemed to constitute a termination of employment or service
for purposes of the Plan.
a.
In the event that the Optionee’s employment or service with the Company or any Subsidiary is terminated by the Company or such
Subsidiary for Cause (as defined below) any unexercised portion of any Option shall immediately terminate in its entirety. For purposes
hereof, unless otherwise defined in an employment agreement between the Company and the relevant Optionee, “Cause”
shall exist upon a good-faith determination by the Board, following a hearing before the Board at which an Optionee was represented by
counsel and given an opportunity to be heard, that such Optionee has been accused of fraud, dishonesty or act detrimental to the interests
of the Company or any Subsidiary of the Company or that such Optionee has been accused of or convicted of an act of willful and material
embezzlement or fraud against the Company or any Subsidiary of the Company or of a felony under any state or federal statute; provided,
however, that it is specifically understood that Cause shall not include any act of commission or omission in the good faith exercise
of such Optionee’s business judgment as a director, officer or employee of the Company, as the case may be, or upon the advice
of counsel to the Company. Notwithstanding the foregoing, if Cause is defined in an employment agreement between the Company and the
relevant Optionee, then, with respect to such Optionee, Cause shall have the meaning ascribed to it in such employment agreement.
b.
In the event that an Optionee is removed as a director, officer or employee by the Company at any time other than for Cause or resigns
as a director, officer or employee for Good Reason, the Option granted to such Optionee may be exercised by the Optionee, to the extent
the Option was exercisable on the date such Optionee ceases to be a director, officer or employee. Such Option may be exercised at any
time within one (1) year after the date the Optionee ceases to be a director, officer or employee (or, if later, such time as the Option
may be exercised pursuant to Section 15(d) hereof), or the date on which the Option otherwise expires by its terms; whichever period
is shorter, at which time the Option shall terminate; provided, however, if the Optionee dies before the Options terminate
and are no longer exercisable, the terms and provisions of Section 5(f) shall control. For purposes of this Section 5(i), and unless
otherwise defined in an employment agreement between the Company and the relevant Optionee, “Good Reason” shall exist
upon the occurrence of the following:
1.
the assignment to Optionee of any duties inconsistent with the position in the Company that Optionee held immediately prior to the assignment;
2.
a Change in Control resulting in a significant adverse alteration in the status or conditions of Optionee’s participation with
the Company or other nature of Optionee’s responsibilities from those in effect prior to such Change in Control, including any
significant alteration in Optionee’s responsibilities immediately prior to such Change in Control; or
3.
the failure by the Company to continue to provide Optionee with benefits substantially similar to those enjoyed by Optionee prior to
such failure.
c.
Notwithstanding the foregoing, if Good Reason is defined in an employment agreement between the Company and the relevant Optionee, then,
with respect to such Optionee, Good Reason shall have the meaning ascribed to it in such employment agreement.
(j)
Limit on Value of Incentive Option. The aggregate Fair Market Value, determined as of the date the Incentive Option is granted,
of Stock for which Incentive Options are exercisable for the first time by any Optionee during any calendar year under the Plan (and/or
any other stock option plans of the Company or any Subsidiary) shall not exceed $100,000.
6.
Terms and Conditions of Restricted Stock. Restricted Stock may be granted under this Plan aside from, or in association with, any
other award and shall be subject to the following conditions and shall contain such additional terms and conditions (including provisions
relating to the acceleration of vesting of Restricted Stock upon a Change in Control), not inconsistent with the terms of the Plan, as
the Committee shall deem desirable:
a.
Grantee Rights. A Grantee shall have no rights to an award of Restricted Stock unless and until Grantee accepts the award
within the period prescribed by the Committee and, if the Committee shall deem desirable, makes payment to the Company in cash, or by
check or such other instrument as may be acceptable to the Committee. After acceptance and issuance of a certificate or certificates,
as provided for below, the Grantee shall have the rights of a stockholder with respect to Restricted Stock subject to the non- transferability
and forfeiture restrictions described in Section 6(d) below;
b.
Issuance of Certificates. The Company shall issue in the Grantee’s name a certificate or certificates for the shares of
Common Stock associated with the award promptly after the Grantee accepts such award;
c.
Delivery of Certificates. Unless otherwise provided, any certificate or certificates issued evidencing shares of Restricted Stock
shall not be delivered to the Grantee until such shares are free of any restrictions specified by the Committee at the time of grant;
d.
Forfeitability, Non-transferability of Restricted Stock. Shares of Restricted Stock are forfeitable until the terms of the Restricted
Stock grant have been satisfied. Shares of Restricted Stock are not transferable until the date on which the Committee has specified
such restrictions have lapsed. Unless otherwise provided by the Committee at or after grant, distributions in the form of dividends or
otherwise of additional shares or property in respect of shares of Restricted Stock shall be subject to the same restrictions as such
shares of Restricted Stock;
e.
Change in Control. Upon the occurrence of a Change in Control as defined in Section 5(c) above, the Committee may accelerate
the vesting of outstanding Restricted Stock, in whole or in part, as determined by the Committee in its sole discretion; or
f.
Termination of Employment. Unless otherwise determined by the Committee at or after grant, in the event the Grantee ceases
to be an employee or otherwise associated with the Company for any other reason, all shares of Restricted Stock theretofore awarded to
him which are still subject to restrictions shall be forfeited and the Company shall have the right to complete the blank stock power.
The Committee may provide (on or after grant) that restrictions or forfeiture conditions relating to shares of Restricted Stock will
be waived in whole or in part in the event of termination resulting from specified causes, and the Committee may in other cases waive
in whole or in part restrictions or forfeiture conditions relating to Restricted Stock.
7.
Terms and Conditions of Stock Units. Stock Units may be granted under this Plan aside from, or in association with, any other award
and shall be subject to the following conditions and shall contain such additional terms and conditions (including provisions relating
to the acceleration of vesting of Stock Units upon a Change in Control), not inconsistent with the terms of the Plan, as the Committee
shall deem desirable:
a.
Vesting Conditions. Stock Units shall be subject to vesting and the lapse of applicable restrictions
based on such conditions or factors and occurring over such period of time as the Committee may determine in its discretion. If vesting
of Stock Units is conditioned on the achievement of specified performance goals, the extent to which they are achieved over the specified
performance period shall determine the number of Stock Units that will be earned and eligible to vest, which may be greater or less than
the target number of Stock Units stated in the Award agreement. The Committee may provide whether any consideration other than services
must be received as a condition precedent to the settlement of Stock Units;
b.
Forfeitability, Non-transferability of Stock Units. Stock Units are forfeitable until the vesting terms of the Stock Units have
been satisfied. Stock Units are not transferable until the date on which the Committee has specified such restrictions have lapsed. Unless
otherwise provided by the Committee at or after grant, distributions in the form of dividends or otherwise of additional shares or property
in respect of Stock Units shall be subject to the same restrictions as such Stock Units;
c.
Change in Control. Upon the occurrence of a Change in Control as defined in Section 5(c) above, the Committee may accelerate
the vesting of outstanding Stock Units, in whole or in part, as determined by the Committee in its sole discretion; or
d.
Termination of Employment. Unless otherwise determined by the Committee at or after grant, in the event the Grantee ceases
to be an employee or otherwise associated with the Company for any other reason, all Stock Units theretofore awarded to him which are
still subject to restrictions shall be forfeited. The Committee may provide (on or after grant) that restrictions or forfeiture conditions
relating to Stock Units will be waived in whole or in part in the event of termination resulting from specified causes, and the Committee
may in other cases waive in whole or in part restrictions or forfeiture conditions relating to Stock Units.
8.
Term of Plan. No Award shall be granted pursuant to the Plan on or after the date which is ten (10) years from the Initial Effective
Date of the Plan, but Awards theretofore granted may extend beyond that date.
9.
Capital Change of the Company.
a.
In the event of any merger, reorganization, consolidation, recapitalization, stock dividend, or other change in corporate structure affecting
the Stock, the Committee shall make an appropriate and equitable adjustment in the number and kind of shares reserved for issuance under
the Plan, in the number and kind of outstanding Awards, and in the number and option price of shares subject to outstanding Options granted
under the Plan, to the end that after such event each Participant’s proportionate interest shall be maintained (to the extent possible)
as immediately before the occurrence of such event. The Committee shall, to the extent feasible, make such other adjustments as may be
required under the tax laws so that any Incentive Options previously granted shall not be deemed modified within the meaning of Section
424(h) of the Code.
b.
The adjustments described above will be made only to the extent consistent with continued qualification of the Option under Section 422
of the Code (in the case of an Incentive Option) and Section 409A of the Code.
10.
Purchase for Investment/Conditions. Unless the Options and shares covered by the Plan have been registered under the Securities Act
of 1933, as amended (the “Securities Act”), or the Company has determined that such registration is unnecessary, each
person exercising or receiving Options or Awards under the Plan may be required by the Company to give a representation in writing that
such person is acquiring the securities for such person’s own account for investment and not with a view to, or for sale in connection
with, the distribution of any part thereof. The Committee may impose any additional or further restrictions on Awards as shall be determined
by the Committee at the time of award.
11.
Taxes.
a.
The Company may make such provisions as it may deem appropriate, consistent with applicable law, in connection with any Award granted
under the Plan with respect to the withholding of any taxes (including income or employment taxes) or any other tax matters.
b.
If any Grantee, in connection with the acquisition of Restricted Stock, makes the election permitted under Section 83(b) of the Code
(that is, an election to include in gross income in the year of transfer the amounts specified in Section 83(b)), such Grantee shall
notify the Company of the election with the Internal Revenue Service pursuant to regulations issued under the authority of Code Section
83(b).
c.
If any Grantee shall make any disposition of shares of Stock issued pursuant to the exercise of an Incentive Option under the circumstances
described in Section 421(b) of the Code (relating to certain disqualifying dispositions), such Grantee shall notify the Company of such
disposition within ten (10) days thereof.
12.
Effective Date of Plan. The Plan shall be effective on June 25, 2021; provided, however, that if, and only if, certain
options are intended to qualify as Incentive Stock Options, the Plan must subsequently be approved by majority vote of the Company’s
stockholders no later than July 27, 2021.
13.
Amendment and Termination.
a.
The Board may amend, suspend, or terminate the Plan, except that no amendment shall be made that would impair the rights of any Participant
under any Award theretofore granted without the Participant’s consent, and except that no amendment shall be made which, without
the approval of the stockholders of the Company, would:
i.
materially increase the number of shares that may be issued under the Plan, except as is provided in Section 9;
ii.
materially increase the benefits accruing to the Participants under the Plan;
iii.
materially modify the requirements as to eligibility for participation in the Plan;
iv.
decrease the exercise price of an Incentive Option to less than 100% of the Fair Market Value per share of Stock on the date of grant
thereof or the exercise price of a Nonqualified Option to less than 100% of the Fair Market Value per share of Stock on the date of grant
thereof;
v.
extend the term of any Option beyond that provided for in Section 5(b); or
vi.
except as otherwise provided in Sections 5(d) and 9 hereof, reduce the exercise price of outstanding Options or effect repricing through
cancellations and re-grants of new Options.
b.
Subject to the forgoing, the Committee may amend the terms of any Option theretofore granted, prospectively or retrospectively, but no
such amendment shall impair the rights of any Optionee without the Optionee’s consent.
c.
It is the intention of the Board that the Plan comply strictly with the provisions of Section 409A of the Code and Treasury Regulations
and other Internal Revenue Service guidance promulgated thereunder (the “Section 409A Rules”), as applicable, and
the Committee shall exercise its discretion in granting awards hereunder (and the terms of such awards), accordingly. The Plan and any
grant of an award hereunder may be amended from time to time (without, in the case of an award, the consent of the Participant) as may
be necessary or appropriate to comply with the Section 409A Rules. If the timing of any distribution under this Plan would result in
the imposition of tax penalties under Code Section 409A, (i) then such distribution will be made at the earliest date after the specified
payment date on which that distribution can be effected without resulting in such tax penalties; (ii) the Company shall have no authority
to accelerate any payment hereunder except as permitted under Code Section 409A and regulations thereunder; and (iii) any rights of any
Participant or retained authority of the Company with respect to awards hereunder shall be automatically modified and limited to the
extent necessary so that no Grantee will be deemed to be in constructive receipt of income relating to the deferrals nor subject to any
penalty under Code Section 409A.
14.
Government Regulations. The Plan, and the grant and exercise of Awards hereunder, and the obligation of the Company to sell and deliver
shares under such Awards shall be subject to all applicable laws, rules and regulations, and to such approvals by any governmental agencies,
national securities exchanges and interdealer quotation systems as may be required.
15.
General Provisions.
a.
Certificates. All certificates for shares of Stock delivered under the Plan shall be subject to such stop transfer orders and
other restrictions as the Committee may deem advisable under the rules, regulations and other requirements of the Securities and Exchange
Commission, or other securities commission having jurisdiction, any applicable Federal or state securities law, any stock exchange or
interdealer quotation system upon which the Stock is then listed or traded and the Committee may cause a legend or legends to be placed
on any such certificates to make appropriate reference to such restrictions.
b.
Employment Matters. Neither the adoption of the Plan nor any grant or award under the Plan shall confer upon any Participant
who is an employee of the Company or any Subsidiary any right to continued employment or, in the case of a Participant who is a director,
continued service as a director, with the Company or a Subsidiary, as the case may be, nor shall it interfere in any way with the right
of the Company or any Subsidiary to terminate the employment of any of its employees, the service of any of its directors or the retention
of any of its consultants, attorneys or advisors at any time.
c.
Limitation of Liability. No member of the Committee, or any officer or employee of the Company acting on behalf of the Committee,
shall be personally liable for any action, determination or interpretation taken or made in good faith with respect to the Plan, and
all members of the Committee and each and any officer or employee of the Company acting on their behalf shall, to the extent permitted
by law, be fully indemnified and protected by the Company in respect of any such action, determination or interpretation.
d.
Registration of Stock. Notwithstanding any other provision in the Plan, no Option may be exercised unless and until the
Stock to be issued upon the exercise thereof has been registered under the Securities Act and applicable state securities laws, or are,
in the opinion of counsel to the Company, exempt from such registration in the United States. The Company shall not be under any obligation
to register under applicable federal or state securities laws any Stock to be issued upon the exercise of an Option granted hereunder
in order to permit the exercise of an Option and the issuance and sale of the Stock subject to such Option, although the Company may
in its sole discretion register such Stock at such time as the Company shall determine. If the Company chooses to comply with such an
exemption from registration, the Stock issued under the Plan may, at the direction of the Committee, bear an appropriate restrictive
legend restricting the transfer or pledge of the Stock represented thereby, and the Committee may also give appropriate stop transfer
instructions with respect to such Stock to the Company’s transfer agent.
e.
Transferability in accordance with SEC Release No. 33-7646 entitled “Registration of Securities on Form S-8,” as effective
April 7, 1999. Notwithstanding anything to the contrary as may be contained in this Plan regarding rights as to transferability or
lack thereof, all options granted hereunder may and shall be transferable to the extent permitted in accordance with SEC Release No.
33- 7646 entitled “Registration of Securities on Form S-8,” as effective April 7, 1999, and in particular in accordance with
that portion of such Release which expands Form S-8 to include stock option exercised by family members so that the rules governing the
use of Form S-8 (i) do not impede legitimate intra-family transfer of options and (ii) may facilitate transfer for estate planning purposes,
all as more specifically defined in Article III, Sections A and B thereto, the contents of which are herewith incorporated by reference.
16.
Non-Uniform Determinations. The Committee’s determinations under the Plan, including, without limitation, (i) the determination
of the Participants to receive awards, (ii) the form, amount and timing of such awards, (iii) the terms and provisions of such awards
and (ii) the agreements evidencing the same, need not be uniform and may be made by it selectively among Participants who receive, or
who are eligible to receive, awards under the Plan, whether or not such Participants are similarly situated.
176.
Governing Law. The validity, construction, and effect of the Plan and any rules and regulations relating to the Plan shall be determined
in accordance with the internal laws of the State of Jersey, without giving effect to principles of conflicts of laws, and applicable
federal law.
Exhibit
10.2
MAMA’S
CREATIONS, INC.
2021
INCENTIVE STOCK AND AWARD PLAN
Restricted
Stock Unit Award Agreement
Mama’s
Creations, Inc. (the “Company”), pursuant to its 2021 Incentive Stock and Award Plan (as amended and restated from time to
time, the “Plan”), hereby grants an award of Restricted Stock Units to you, the Participant named below. The terms and conditions
of this Award are set forth in this Restricted Stock Unit Award Agreement (the “Agreement”), consisting of this cover page
and the Terms and Conditions on the following pages, and in the Plan document, a copy of which has been provided to you. Any capitalized
term that is used but not defined in this Agreement shall have the meaning assigned to it in the Plan as it currently exists or as it
is amended in the future.
| Name
of Participant: [_______________________] |
| |
| Number
of Restricted Stock Units: [______] |
Grant
Date: [________], 20[__] |
| |
|
| Vesting
Schedule: |
| |
Scheduled
Vesting Dates
|
Number
of Restricted Stock Units that Vest
|
By
signing below or otherwise evidencing your acceptance of this Agreement in a manner approved by the Company, you agree to all of the
terms and conditions contained in this Agreement and in the Plan document. You acknowledge that you have received and reviewed these
documents and that they set forth the entire agreement between you and the Company regarding this Award of Restricted Stock Units.
| PARTICIPANT: |
|
MAMA’S
CREATIONS, INC. |
| |
|
|
|
| |
|
By: |
|
| |
|
Title: |
|
MAMA’S
CREATIONS, INC.
2021
Incentive Stock and Award Plan
Restricted
Stock Unit Award Agreement
Terms
and Conditions
1.
Grant of Restricted Stock Units. The Company hereby confirms the grant to you, as of the Grant Date and subject to the
terms and conditions in this Agreement and the Plan, of the number of Restricted Stock Units specified on the cover page of this Agreement
(the “Units”). Each Unit represents the right to receive one share of the Company’s common stock. Prior to their settlement
or forfeiture in accordance with the terms of this Agreement, the Units granted to you will be credited to an account in your name maintained
by the Company. This account shall be unfunded and maintained for book-keeping purposes only, with the Units simply representing an unfunded
and unsecured contingent obligation of the Company.
2.
Restrictions Applicable to Units. Neither this Award nor the Units subject to this Award may be sold, assigned, transferred,
exchanged or encumbered other than by will or the laws of descent and distribution. Any attempted transfer in violation of this Section
2 shall be void and without effect. The Units and your right to receive shares in settlement of the Units under this Agreement shall
be subject to forfeiture as provided in Section 5 until satisfaction of the vesting conditions set forth in Section 4.
3.
No Shareholder Rights. The Units subject to this Award do not entitle you to any rights of a holder of the Company’s
common stock. You will not have any of the rights of a shareholder of the Company in connection with the grant of Units subject to this
Agreement unless and until shares are issued to you upon settlement of the Units as provided in Section 6.
4.
Vesting of Units. For purposes of this Agreement, “Vesting Date” means any date, including the Scheduled Vesting
Dates specified in the Vesting Schedule on the cover page of this Agreement, on which Units subject to this Agreement vest as provided
in this Section 4.
(a)
Scheduled Vesting. If you remain a service provider to the Company continuously from the Grant Date specified on the cover page
of this Agreement, then the Units will vest in the amounts and on the Scheduled Vesting Dates specified in the Vesting Schedule.
(b)
Accelerated or Continued Vesting. The vesting of outstanding Units will be accelerated or continued under the circumstances provided
below:
(1)
Death or Disability. If your service terminates prior to the final Scheduled Vesting Date due to your death or Disability, then
all of the unvested Units shall vest as of such termination date.
(2)
Change in Control. If a Change in Control occurs while you continue to be a service provider and prior to the final Scheduled
Vesting Date, then (i) if this Award is continued, assumed or replaced in connection with the Change in Control and your service is terminated
within [12] months following the Change in Control due to an involuntary termination for reasons other than Cause [or a resignation for
Good Reason], then all unvested Units shall immediately vest in full, or (ii) if this Award is not continued, assumed or replaced in
connection with a Change in Control, then all unvested Units shall immediately vest in full upon the occurrence of the Change in Control.
In addition, vesting of the Units may be accelerated as described in Section 7(c) of the Plan.
(3)
Other Agreements or Plans. Unvested Units shall also vest as provided in any separate employment (or similar) agreement or severance
plan to which you are a party or a participant.
5.
Effect of Termination of Service. Except as otherwise provided in accordance with Section 4(b) above, if you cease to be
a service provider to the Company, you will forfeit all unvested Units.
6.
Settlement of Units. After any Units vest pursuant to Section 4, the Company shall, as soon as practicable (but no later
than the 15th day of the third calendar month following the Vesting Date), cause to be issued and delivered to you (or to
your personal representative or your designated beneficiary or estate in the event of your death, as applicable) one share of common
stock in payment and settlement of each vested Unit. Delivery of the shares shall be effected by the issuance of a stock certificate
to you, by an appropriate entry in the stock register maintained by the Company’s transfer agent with a notice of issuance provided
to you, or by the electronic delivery of the shares to a brokerage account you designate, and shall be subject to the tax withholding
provisions of Section 7 and compliance with all applicable legal requirements as provided in the Plan, and shall be in complete satisfaction
and settlement of such vested Units.
7.
Tax Consequences and Withholding. No shares will be delivered to you in settlement of vested Units unless you have made
arrangements acceptable to the Company for payment of any federal, state, local or foreign withholding taxes that may be due as a result
of the delivery of the shares. You hereby authorize the Company to withhold from payroll or other amounts payable to you any sums required
to satisfy such withholding tax obligations, and otherwise agree to satisfy such obligations.
8.
No Right to Continued Service. This Agreement does not give you a right to continued service with the Company or any affiliate,
and the Company or any such affiliate may terminate your service at any time and otherwise deal with you without regard to the effect
it may have upon you under this Agreement.
9.
Governing Plan Document. This Agreement and the Award are subject to all the provisions of the Plan, and to all interpretations,
rules and regulations which may, from time to time, be adopted and promulgated by the Committee pursuant to the Plan. If there is any
conflict between the provisions of this Agreement and the Plan, the provisions of the Plan will govern. If there is any conflict between
this Agreement or the Plan and any separate employment (or similar) agreement or severance plan to which you are a party or a participant,
the provisions of the other agreement or plan will govern.
10.
Choice of Law. This Agreement will be interpreted and enforced under the laws of the state of Delaware (without regard
to its conflicts or choice of law principles).
11.
Binding Effect. This Agreement will be binding in all respects on your heirs, representatives, successors and assigns,
and on the successors and assigns of the Company.
12.
Section 409A of the Code. The award of Units as provided in this Agreement and any issuance of shares or payment pursuant
to this Agreement are intended to be exempt from Section 409A of the Code under the short-term deferral exception specified in Treas.
Reg. § 1.409A-l(b)(4).
13.
Recoupment of Incentive Compensation. Notwithstanding any other provisions in the Plan, any Award which is subject to recovery
under any law, government regulation, stock exchange listing requirement or recoupment policy adopted by the Company will be subject
to such deductions and clawback as may be required to be made pursuant to such law, government regulation, stock exchange listing requirement
or recoupment policy adopted by the Company (including, but not limited to, a policy adopted by the Company in response to any such law,
government regulation or stock exchange listing requirement).
14.
Electronic Delivery and Acceptance. The Company may deliver any documents related to this Restricted Stock Unit Award by
electronic means and request your acceptance of this Agreement by electronic means. You hereby consent to receive all applicable documentation
by electronic delivery and to participate in the Plan through an on-line (and/or voice activated) system established and maintained by
the Company or the Company’s third-party stock plan administrator.
By
signing the cover page of this Agreement or otherwise accepting this Agreement in a manner approved by the Company, you agree to all
the terms and conditions described above and in the Plan document.
Exhibit
10.3
MAMA’S
CREATIONS, INC.
2021
INCENTIVE STOCK AND AWARD PLAN
Performance
Stock Unit Award Agreement
Mama’s
Creations, Inc. (the “Company”), pursuant to its 2021 Incentive Stock and Award Plan (as amended and restated from time to
time, the “Plan”), hereby grants an award of Performance Stock Units to you, the Participant named below. The terms and conditions
of this Award are set forth in this Performance Stock Unit Award Agreement (the “Agreement”), consisting of this cover page
and the Terms and Conditions on the following pages, and in the Plan document, a copy of which has been provided to you. Any capitalized
term that is used but not defined in this Agreement shall have the meaning assigned to it in the Plan as it currently exists or as it
is amended in the future.
| Name
of Participant: |
|
|
| |
|
|
| Target
Number of Performance Stock Units: |
|
|
| |
|
|
| Maximum
Number of Performance Stock Units: |
|
|
| |
|
|
| Grant
Date: |
|
|
| |
|
|
| Performance
Period: |
|
|
| |
|
|
| Vesting
Schedule: |
|
The
number of Units determined in accordance with Exhibit A to have been earned as of the end of the Performance Period will vest*
[on the date the People & Compensation Committee certifies such performance results, which shall be no later than [_____]] [on
___________], subject to earlier vesting or termination as provided in the attached Terms and Conditions |
| |
|
|
| Performance
Goals: |
|
See
Exhibit A |
| |
|
|
| *
Assumes your service has been continuous from the Grant Date to the vesting date. |
By
signing below or otherwise evidencing your acceptance of this Agreement in a manner approved by the Company, you agree to all of the
terms and conditions contained in this Agreement and in the Plan document. You acknowledge that you have received and reviewed these
documents and that they set forth the entire agreement between you and the Company regarding this Award of Performance Stock Units.
| PARTICIPANT: |
|
MAMA’S
CREATIONS, INC. |
| |
|
|
|
| |
|
By: |
|
| |
|
Title: |
|
MAMA’S
CREATIONS, INC.
2021
Incentive Stock and Award Plan
Performance
Stock Unit Award Agreement
Terms
and Conditions
1.
Award of Performance Stock Units. The Company hereby confirms the grant to you, as of the Grant Date and subject to the
terms and conditions of this Agreement and the Plan, of an award of Performance Stock Units (the “Units”) in an amount initially
equal to the Target Number of Performance Stock Units specified on the cover page of this Agreement. The number of Units that may actually
be earned and become eligible to vest pursuant to this Award can be between 0% and [___]% of the Target Number of Units, but may not
exceed the Maximum Number of Performance Stock Units specified on the cover page of this Agreement. Each Unit that is earned as a result
of the performance goals specified in Exhibit A to this Agreement having been satisfied and which thereafter vests represents
the right to receive one share of the Company’s common stock. Prior to their settlement or forfeiture in accordance with the terms
of this Agreement, the Units granted to you will be credited to a performance stock unit account in your name maintained by the Company.
This account will be unfunded and maintained for book-keeping purposes only, with the Units simply representing an unfunded and unsecured
contingent obligation of the Company.
2.
Restrictions Applicable to Units. Neither this Award nor the Units subject to this Award may be sold, assigned, transferred,
exchanged or encumbered other than by will or the laws of descent and distribution. Any attempted transfer in violation of this Section
2 shall be void and without effect. The Units and your right to receive shares in settlement of any Units under this Agreement shall
be subject to forfeiture except to extent the Units have been earned and thereafter vest as provided in Sections 4 and 5.
3.
No Shareholder Rights. The Units subject to this Award do not entitle you to any rights of a holder of the Company’s
common stock. You will not have any of the rights of a shareholder of the Company in connection with any Units granted or earned pursuant
to this Agreement unless and until shares are issued to you in settlement of earned and vested Units as provided in Section 5.
4.
Vesting and Forfeiture of Units. The Units shall vest at the earliest of the following times and to the degree specified.
(a)
Scheduled Vesting. The number of Units that have been earned during the Performance Period, as determined by the Committee in
accordance with Exhibit A, will vest on the Scheduled Vesting Date[s], so long as your service has been continuous from the Grant
Date to the Scheduled Vesting Date. For these purposes, the “Scheduled Vesting Date[s]” means the date the Committee certifies
(i) the degree to which the applicable performance goals for the Performance Period have been satisfied, and (ii) the number of Units
that have been earned during the Performance Period as determined in accordance Exhibit A.
(b)
Disability. If your service terminates by reason of your Disability prior to the Scheduled Vesting Date, then you will be entitled
to have vest on the Scheduled Vesting Date a pro rata portion of the Units that would otherwise have been determined to have been earned
during the Performance Period in accordance with Exhibit A if your Service had been continuous until the Scheduled Vesting Date.
The pro rata portion shall be determined by multiplying the number of Units that would otherwise have been determined to have been earned
by a fraction whose numerator is the number of days during the Performance Period prior to your employment termination date and whose
denominator is the number of days in the Performance Period.
(c)
Death. If your service terminates by reason of your death prior to the Scheduled Vesting Date, then you will be entitled to have
vest on the date your service terminates a pro rata portion of the Target Number of Units specified on the cover page of this Agreement.
The pro rata portion shall be determined in the same manner as provided in Section 4(b) above.
(d)
Change in Control. If a Change in Control occurs while you continue to be a service provider and during the Performance Period,
the Performance Period shall end immediately, and the number of Units earned shall be fixed based on performance to that date. If the
Units remain outstanding and are assumed by the Company’s successor following the Change in Control, the Units shall cease being
subject to performance vesting, but shall remain subject to service-based vesting over the remainder of the applicable Performance Period
(and, for avoidance of doubt, if they are not assumed by the Company’s successor or do not remain outstanding, the Units will vest
on the date of the Change in Control and will be paid out on the date of the closing of the Change in Control).
(e)
Other Agreements or Plans. Unvested Units shall also vest as provided in any separate employment (or similar) agreement
or severance plan to which you are a party or a participant.
(f)
Forfeiture of Unvested Units. To the extent any of Sections 4(a) through (e) is applicable to this Award, any Units that do not
vest on the applicable vesting date as provided therein shall immediately be forfeited. If your employment terminates prior to the Scheduled
Vesting Date under circumstances other than as set forth in Sections 4(b) through (e), all unvested Units shall immediately be forfeited.
5.
Settlement of Units. As soon as practicable after any date on which Units vest (but no later than the 15th day
of the third calendar month following the vesting date), the Company shall cause to be issued and delivered to you (or to your personal
representative or your designated beneficiary or estate in the event of your death, as applicable) one share in payment and settlement
of each vested Unit. Delivery of the shares shall be effected by the issuance of a stock certificate to you, by an appropriate entry
in the stock register maintained by the Company’s transfer agent with a notice of issuance provided to you, or by the electronic
delivery of the shares to a brokerage account you designate, and shall be subject to the tax withholding provisions of Section 6 and
compliance with all applicable legal requirements as provided in the Plan, and shall be in complete satisfaction and settlement of such
vested Units. If the Units that vest include a fractional Unit, the Company shall round the number of vested Units to the nearest whole
Unit prior to issuance of shares as provided herein.
6.
Tax Consequences and Withholding. No shares will be delivered to you in settlement of vested Units unless you have made
arrangements acceptable to the Company for payment of any federal, state, local or foreign withholding taxes that may be due as a result
of the delivery of the shares. You hereby authorize the Company to withhold from payroll or other amounts payable to you any sums required
to satisfy such withholding tax obligations, and otherwise agree to satisfy such obligations.
7.
No Right to Continued Service. This Agreement does not give you a right to continued service with the Company or any affiliate,
and the Company or any such affiliate may terminate your service at any time and otherwise deal with you without regard to the effect
it may have upon you under this Agreement.
8.
Governing Plan Document. This Agreement and the Award are subject to all the provisions of the Plan, and to all interpretations,
rules and regulations which may, from time to time, be adopted and promulgated by the Committee pursuant to the Plan. If there is any
conflict between the provisions of this Agreement and the Plan, the provisions of the Plan will govern. If there is any conflict between
this Agreement or the Plan and any separate employment (or similar) agreement or severance plan to which you are a party or a participant,
the provisions of the other agreement or plan will govern.
9.
Choice of Law. This Agreement will be interpreted and enforced under the laws of the state of Delaware (without regard
to its conflicts or choice of law principles).
10.
Binding Effect. This Agreement will be binding in all respects on your heirs, representatives, successors and assigns,
and on the successors and assigns of the Company.
11.
Section 409A of the Code. The award of Units as provided in this Agreement and any issuance of shares or payment pursuant
to this Agreement are intended to be exempt from Section 409A of the Code under the short-term deferral exception specified in Treas.
Reg. § 1.409A-l(b)(4).
12.
Recoupment of Incentive Compensation. Notwithstanding any other provisions in the Plan, any Award which is subject to recovery
under any law, government regulation, stock exchange listing requirement or recoupment policy adopted by the Company will be subject
to such deductions and clawback as may be required to be made pursuant to such law, government regulation, stock exchange listing requirement
or recoupment policy adopted by the Company (including, but not limited to, a policy adopted by the Company in response to any such law,
government regulation or stock exchange listing requirement).
13.
Electronic Delivery and Acceptance. The Company may deliver any documents related to this Performance Stock Unit Award
by electronic means and request your acceptance of this Agreement by electronic means. You hereby consent to receive all applicable documentation
by electronic delivery and to participate in the Plan through an on-line (and/or voice activated) system established and maintained by
the Company or the Company’s third-party stock plan administrator.
By
signing the cover page of this Agreement or otherwise accepting this Agreement in a manner approved by the Company, you agree to all
the terms and conditions described above and in the Plan document.
EXHIBIT
A
PERFORMANCE
GOALS
v3.23.3
| X |
- DefinitionBoolean flag that is true when the XBRL content amends previously-filed or accepted submission.
| Name: |
dei_AmendmentFlag |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionFor the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.
| Name: |
dei_DocumentPeriodEndDate |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:dateItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionThe type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.
| Name: |
dei_DocumentType |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:submissionTypeItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionAddress Line 1 such as Attn, Building Name, Street Name
| Name: |
dei_EntityAddressAddressLine1 |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- Definition
+ References
+ Details
| Name: |
dei_EntityAddressCityOrTown |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionCode for the postal or zip code
| Name: |
dei_EntityAddressPostalZipCode |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionName of the state or province.
| Name: |
dei_EntityAddressStateOrProvince |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:stateOrProvinceItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionA unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
| Name: |
dei_EntityCentralIndexKey |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:centralIndexKeyItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionCommission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
| Name: |
dei_EntityFileNumber |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:fileNumberItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionTwo-character EDGAR code representing the state or country of incorporation.
| Name: |
dei_EntityIncorporationStateCountryCode |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:edgarStateCountryItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionThe exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
| Name: |
dei_EntityRegistrantName |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionThe Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
| Name: |
dei_EntityTaxIdentificationNumber |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:employerIdItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionLocal phone number for entity.
| Name: |
dei_LocalPhoneNumber |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 13e
-Subsection 4c
| Name: |
dei_PreCommencementIssuerTenderOffer |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 14d
-Subsection 2b
| Name: |
dei_PreCommencementTenderOffer |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionTitle of a 12(b) registered security. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b
| Name: |
dei_Security12bTitle |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:securityTitleItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionName of the Exchange on which a security is registered. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection d1-1
| Name: |
dei_SecurityExchangeName |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:edgarExchangeCodeItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Section 14a
-Number 240
-Subsection 12
| Name: |
dei_SolicitingMaterial |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionTrading symbol of an instrument as listed on an exchange.
| Name: |
dei_TradingSymbol |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:tradingSymbolItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Securities Act
-Number 230
-Section 425
| Name: |
dei_WrittenCommunications |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
MamaMancinis (NASDAQ:MMMB)
Historical Stock Chart
From Apr 2024 to May 2024
MamaMancinis (NASDAQ:MMMB)
Historical Stock Chart
From May 2023 to May 2024
