1015-00001 · Graymont Brothers Inc · Corporate Governance

form-of-rsu-agreement.docx DOCUMENT Capital Markets

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CALLOWAY-BRIGGS RENEWABLES INC.

RESTRICTED STOCK UNIT AWARD AGREEMENT

Pursuant to the Calloway-Briggs Renewables Inc. 2022 Omnibus Equity Incentive Plan

Form of Agreement — All Participant-Specific Fields to Be Completed at Time of Grant

This Restricted Stock Unit Award Agreement (this "Agreement"), dated as of \\\\\\\\\\\\\\ (the "Grant Date"), is entered into between Calloway-Briggs Renewables Inc., a Delaware corporation (the "Company"), and \\\\\\\\\\\\\\ (the "Participant").

RECITALS

WHEREAS, the Company has adopted the Calloway-Briggs Renewables Inc. 2022 Omnibus Equity Incentive Plan (as amended from time to time, the "Plan"), under which the Compensation Committee of the Board of Directors of the Company, or such other committee as may be designated by the Board to administer the Plan (the "Committee"), has been authorized to grant awards of Restricted Stock Units and other equity-based incentive awards to eligible employees, officers, directors, consultants, and other service providers of the Company and its subsidiaries;

WHEREAS, the Committee has determined that it is in the best interests of the Company and its stockholders to grant the Participant an award of Restricted Stock Units pursuant to the Plan in order to provide the Participant with an incentive to contribute to the long-term success and growth of the Company, to align the interests of the Participant with those of the Company's stockholders, and to promote the retention of valuable personnel; and

WHEREAS, the Committee has determined to grant the Participant an award of Restricted Stock Units subject to the terms, conditions, and restrictions set forth in this Agreement and in the Plan.

NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Participant agree as follows:

Capitalized terms used but not defined in this Agreement shall have the meanings ascribed to such terms in the Plan. In the event of any conflict or inconsistency between the terms and conditions of this Agreement and those of the Plan, the terms and conditions of the Plan shall govern and control.

Section 1: Grant of Restricted Stock Units

1.1 Grant. The Company hereby grants to the Participant \\\\\\\\\\\_ Restricted Stock Units (the "RSUs"), subject to the terms, conditions, and restrictions set forth in this Agreement and the Plan. This grant is evidenced by the Grant Notice attached hereto as Exhibit A (the "Grant Notice"), which is incorporated herein by reference and forms a part of this Agreement.

1.2 Nature of RSUs. Each RSU represents a contingent right to receive one (1) share of Common Stock, par value $0.01 per share, of the Company (each, a "Share" and collectively, the "Shares"), subject to the vesting conditions set forth in Section 2 hereof and the settlement provisions set forth in Section 3 hereof. The RSUs do not represent an equity interest in the Company and shall not entitle the Participant to any rights of a stockholder of the Company unless and until Shares are actually delivered to the Participant in accordance with the terms of this Agreement.

1.3 Plan Authorization. The RSUs are granted pursuant to, and are subject in all respects to the terms and provisions of, the Calloway-Briggs Renewables Inc. 2022 Omnibus Equity Incentive Plan. The aggregate share reserve under the Plan is 12,727,273 Shares, representing approximately ten percent (10%) of the 127,272,727 shares of Common Stock outstanding on a post-initial public offering, fully-exercised basis as of the date of the Plan's adoption by the Board. The RSUs granted hereunder shall reduce the number of Shares available for issuance under the Plan in accordance with the share-counting provisions set forth therein.

1.4 Bookkeeping Account. The RSUs shall be credited to a bookkeeping account maintained by the Company (or its designee, including any third-party plan administrator) on behalf of the Participant. The maintenance of such bookkeeping account shall be solely for the purpose of recording the number of RSUs granted, vested, forfeited, settled, and outstanding under this Agreement. No Shares shall be issued to the Participant at the time of grant, and the Participant shall have no rights as a stockholder of the Company with respect to the RSUs except as expressly provided herein.

1.5 No Cash Consideration. No cash consideration is required to be paid by the Participant in connection with the grant of the RSUs.

Section 2: Vesting Schedule

2.1 Four-Year Ratable Vesting. Subject to the Participant's Continuous Service (as defined below) through each applicable Vesting Date (as defined below), and except as otherwise provided in Section 5 (Termination of Employment / Service) or Section 6 (Change of Control) of this Agreement, the RSUs shall vest in four (4) equal annual installments in accordance with the following schedule:

(a) Twenty-five percent (25%) of the total number of RSUs granted hereunder shall vest on the first (1st) anniversary of the Grant Date;

(b) An additional twenty-five percent (25%) of the total number of RSUs granted hereunder shall vest on the second (2nd) anniversary of the Grant Date;

(c) An additional twenty-five percent (25%) of the total number of RSUs granted hereunder shall vest on the third (3rd) anniversary of the Grant Date; and

(d) The remaining twenty-five percent (25%) of the total number of RSUs granted hereunder shall vest on the fourth (4th) anniversary of the Grant Date.

Each of the dates set forth in clauses (a) through (d) above is referred to herein as a "Vesting Date." For purposes of this Agreement, "Continuous Service" means the Participant's continued employment with, or service to, the Company or any of its subsidiaries (including any successor entity) without interruption or termination.

2.2 Fractional Shares. If the total number of RSUs granted hereunder is not evenly divisible by four (4), the number of RSUs vesting on each of the first three (3) Vesting Dates shall be rounded down to the nearest whole RSU, and any remainder resulting from such rounding shall vest on the fourth (4th) and final Vesting Date. By way of illustration, if a Participant is granted 1,001 RSUs, then 250 RSUs shall vest on each of the first three (3) Vesting Dates, and 251 RSUs shall vest on the fourth (4th) Vesting Date.

2.3 Cessation of Vesting. No RSUs shall vest after the date on which the Participant's Continuous Service terminates for any reason, except as expressly provided in Section 5 (Termination of Employment / Service) or Section 6 (Change of Control) below. Any RSUs that have not vested as of the date of the Participant's termination of Continuous Service (after giving effect to any accelerated vesting provisions that may apply under Section 5 or Section 6) shall be immediately forfeited and cancelled for no consideration, and the Participant shall have no further rights with respect thereto.

Section 3: Settlement of RSUs

3.1 Timing of Settlement. As soon as administratively practicable following each Vesting Date (and in no event later than March 15 of the calendar year following the calendar year in which the applicable Vesting Date occurs), the Company shall deliver to the Participant one (1) Share for each RSU that has vested on such Vesting Date, net of any Shares withheld pursuant to Section 8 (Tax Withholding) hereof. Settlement of RSUs that vest pursuant to Section 5 (Termination of Employment / Service) or Section 6 (Change of Control) shall be made in accordance with the timing provisions set forth in those sections, subject in all cases to the requirements of Section 9 (Section 409A Compliance).

3.2 Form of Settlement. Settlement of the RSUs shall be made exclusively in whole Shares of Common Stock of the Company. No fractional Shares shall be issued in connection with the settlement of RSUs. In the event that the application of the vesting or settlement provisions of this Agreement would result in the delivery of a fractional Share, such fractional Share shall be rounded down to the nearest whole Share, and the Participant shall receive a cash payment equal to the Fair Market Value (as defined in the Plan) of such fractional Share as of the applicable settlement date.

3.3 Book-Entry Delivery. Shares delivered upon settlement of the RSUs shall be registered in the name of the Participant (or, in the event of the Participant's death, in the name of the Participant's designated beneficiary or estate, as applicable) in book-entry form through the Company's transfer agent, Continental Shareowner Services, Inc., or through the facilities of The Depository Trust Company, or through such other method of delivery as the Company may determine in its sole discretion. The Company shall not be required to issue or deliver physical stock certificates representing such Shares unless required by applicable law.

3.4 No Stockholder Rights Prior to Settlement. The Participant shall have no rights as a stockholder of the Company (including, without limitation, no voting rights, no right to receive dividends or other distributions, and no right to participate in any recapitalization, stock split, or similar transaction) with respect to any Shares underlying the RSUs unless and until such Shares have been actually delivered to the Participant upon settlement in accordance with this Section 3. For the avoidance of doubt, the mere vesting of RSUs shall not, in and of itself, entitle the Participant to any stockholder rights; such rights shall arise only upon the actual issuance and delivery of Shares.

3.5 Legends and Restrictions. The Company may cause any Shares delivered upon settlement to bear such legends or other restrictions as the Company deems necessary or appropriate to comply with applicable federal and state securities laws, the Plan, or any agreement between the Participant and the Company (including any lock-up agreement described in Section 11 hereof).

Section 4: Dividend Equivalents

4.1 No Dividend Equivalents (Default). Unless otherwise determined by the Committee and expressly set forth in the Grant Notice, a schedule, or an appendix to this Agreement, no dividend equivalents shall be paid, accrued, or credited with respect to the RSUs during the period prior to the settlement of such RSUs. For the avoidance of doubt, the Participant shall have no right to receive any dividends or other distributions declared or paid by the Company with respect to the Shares underlying the RSUs until such Shares have been delivered to the Participant in accordance with Section 3 hereof.

4.2 Alternative Dividend Equivalent Provision. If the Grant Notice indicates that dividend equivalent rights apply to the RSUs, then, for each cash dividend or other cash distribution paid by the Company on its outstanding Shares of Common Stock during the period beginning on the Grant Date and ending on the date of settlement (or forfeiture) of the RSUs, the Company shall credit to the Participant's bookkeeping account an amount equal to the per-Share dividend or distribution multiplied by the number of RSUs then credited to such account (each, a "Dividend Equivalent"). Any Dividend Equivalents so credited shall be subject to the same vesting schedule and forfeiture conditions as the underlying RSUs to which they relate and shall be paid in cash or Shares (as determined by the Committee) at the time the corresponding RSUs are settled in accordance with Section 3 hereof. Dividend Equivalents credited with respect to RSUs that are forfeited shall also be forfeited and cancelled for no consideration.

Section 5: Termination of Employment / Service

5.1 Termination by the Company Without Cause or by the Participant for Good Reason

If the Participant's Continuous Service is terminated by the Company (or any subsidiary) without Cause, or by the Participant for Good Reason (each as defined in the Plan or, if applicable, in the Participant's employment agreement, offer letter, or other written agreement with the Company, as the case may be), any RSUs that have not vested as of the date of such termination shall be immediately forfeited and cancelled for no consideration, and the Participant shall have no further rights with respect thereto, unless otherwise expressly provided in a separate written agreement between the Participant and the Company (including any employment agreement, offer letter, severance agreement, or severance plan adopted by the Company or the Committee). Any RSUs that have vested but have not yet been settled as of the date of termination shall be settled in accordance with Section 3 hereof.

To the extent the Committee has approved and designated any acceleration or continued vesting of RSUs in connection with a termination without Cause or for Good Reason (whether through a severance plan, an individual employment agreement, or otherwise), such acceleration or continued vesting provisions shall be set forth in the Grant Notice, a supplement to this Agreement, or such other written instrument as the Committee may determine, and shall apply in addition to (and not in limitation of) the provisions of this Section 5.1.

5.2 Termination by the Company for Cause

If the Participant's Continuous Service is terminated by the Company (or any subsidiary) for Cause (as defined in the Plan), all RSUs then held by the Participant, whether vested but unsettled or unvested, shall be immediately and automatically forfeited and cancelled for no consideration as of the date of such termination, and the Participant shall have no further rights with respect thereto. For purposes of this Section 5.2, the date of termination shall be the date on which the Company delivers notice of termination for Cause to the Participant (or such later effective date specified in such notice), without regard to any applicable cure period, notice period, or garden-leave period.

5.3 Resignation Without Good Reason

If the Participant voluntarily resigns from employment or otherwise voluntarily terminates Continuous Service without Good Reason, any RSUs that have not vested as of the effective date of such resignation or termination shall be immediately forfeited and cancelled for no consideration, and the Participant shall have no further rights with respect thereto. Any RSUs that have vested prior to the effective date of such resignation or termination but have not yet been settled shall be settled in accordance with Section 3 hereof.

5.4 Death or Disability

If the Participant's Continuous Service terminates by reason of the Participant's death or Disability (as defined in the Plan), the vesting treatment applicable to the Participant's then-unvested RSUs shall be as indicated in the Grant Notice attached hereto as Exhibit A and shall be one of the following, as determined by the Committee and specified on such Grant Notice:

(a) Full Acceleration: All unvested RSUs shall vest in full as of the date of the Participant's death or the effective date of the Participant's Disability, as applicable; or

(b) Pro-Rata Vesting: A number of unvested RSUs shall vest as of the date of the Participant's death or the effective date of the Participant's Disability, as applicable, equal to the total number of unvested RSUs multiplied by a fraction, the numerator of which is the number of complete calendar months of Continuous Service from the Grant Date through the date of death or Disability and the denominator of which is forty-eight (48), with any remaining unvested RSUs being immediately forfeited and cancelled for no consideration; or

(c) Forfeiture: All unvested RSUs shall be immediately forfeited and cancelled for no consideration as of the date of the Participant's death or the effective date of the Participant's Disability.

Settlement of any RSUs that vest pursuant to this Section 5.4 shall occur as soon as administratively practicable, but in no event later than sixty (60) days, following the date of the Participant's death or the effective date of the Participant's Disability, as applicable, subject in all cases to compliance with Section 409A of the Code.

5.5 Retirement. The Committee may, in its sole discretion, provide for accelerated vesting, continued vesting, or other special treatment of the RSUs upon the Participant's Retirement (as such term may be defined by the Committee). Any such retirement-vesting provisions, if applicable, shall be set forth in the Grant Notice, a supplement to this Agreement, or such other written instrument as the Committee may determine. In the absence of any such designation, the Participant's retirement shall be treated as a voluntary resignation without Good Reason for purposes of this Agreement, and Section 5.3 shall apply.

Section 6: Change of Control

6.1 Double-Trigger Provision. In the event of a Change of Control (as defined in the Plan), if the RSUs are assumed, continued, or substituted by the surviving entity, the successor entity, or any affiliate thereof (an "Acquiror") — whether by assumption of the RSUs pursuant to their existing terms, continuation of the RSUs on substantially equivalent terms, or substitution of the RSUs with awards of equivalent value relating to the publicly traded equity securities of the Acquiror (or a parent or subsidiary thereof) — then the unvested RSUs (or the substitute awards, as applicable) shall continue to vest in accordance with the vesting schedule set forth in Section 2 hereof, subject to the Participant's Continuous Service with the Acquiror (or any subsidiary or affiliate thereof) through each applicable Vesting Date. For purposes of this Section 6, references to the "Company" shall include the Acquiror, as the context requires.

6.2 Accelerated Vesting on Qualifying Termination Following a Change of Control. If, during the twenty-four (24)-month period commencing on the date of consummation of a Change of Control, the Participant's Continuous Service is terminated by the Company (or the Acquiror, as applicable) without Cause, or by the Participant for Good Reason (a "Qualifying Termination"), then all RSUs (or substitute awards) that are then outstanding and unvested shall vest in full as of the date of such Qualifying Termination. Settlement of any RSUs (or substitute awards) vesting pursuant to this Section 6.2 shall occur as soon as administratively practicable, but in no event later than sixty (60) days, following the date of the Qualifying Termination, subject in all cases to compliance with Section 409A of the Code.

6.3 No Assumption or Substitution. If, in connection with a Change of Control, the RSUs are not assumed, continued, or substituted by the Acquiror as contemplated by Section 6.1 above, then all RSUs that are then outstanding and unvested shall vest in full immediately prior to the consummation of such Change of Control. Settlement of any RSUs vesting pursuant to this Section 6.3 shall occur upon, or as soon as administratively practicable following, the consummation of the Change of Control, and in all events within the short-term deferral period under Treasury Regulation Section 1.409A-1(b)(4) or as otherwise permitted under Section 409A of the Code. In the event that settlement occurs in connection with a Change of Control in which the consideration payable to holders of Common Stock consists in whole or in part of non-cash consideration, the Committee may, in its sole discretion, provide for settlement in cash, securities, or other property (or any combination thereof) on such terms as the Committee deems appropriate.

6.4 Coordination with Other Agreements. The provisions of this Section 6 are in addition to, and not in limitation of, any change-of-control protections or accelerated vesting provisions that may be provided under the Plan, any employment agreement, severance agreement, or other written agreement between the Participant and the Company. In the event of any conflict between this Section 6 and any such other agreement, the provision most favorable to the Participant shall control, unless the applicable agreement expressly provides otherwise.

Section 7: Restrictions on Transfer

7.1 General Restriction. The RSUs granted hereunder, and any rights or interests therein, may not be sold, assigned, transferred, pledged, hypothecated, encumbered, or otherwise disposed of by the Participant, whether voluntarily or involuntarily, by operation of law or otherwise, other than by will or the laws of descent and distribution. During the lifetime of the Participant, the RSUs shall be exercisable (to the extent applicable) and settled only to the Participant or the Participant's duly appointed legal representative.

7.2 Void Transfers. Any purported sale, assignment, transfer, pledge, hypothecation, encumbrance, or other disposition of the RSUs, or any rights or interests therein, in violation of this Section 7 shall be null and void and of no force or effect, and the Company shall not recognize or give effect to any such purported transfer on its books and records or give effect thereto for any purpose.

7.3 Permitted Transfers. Notwithstanding the foregoing provisions of this Section 7, the Committee may, in its sole and absolute discretion, permit the Participant to transfer RSUs (or any portion thereof) to one or more of the following transferees, subject to such terms and conditions as the Committee may impose:

(a) a member of the Participant's immediate family (as determined by the Committee, which may include a spouse, domestic partner, child, stepchild, grandchild, parent, stepparent, grandparent, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law);

(b) a trust established for the benefit of the Participant or one or more members of the Participant's immediate family;

(c) a partnership, limited liability company, or other entity in which the Participant and/or members of the Participant's immediate family are the sole equity holders; or

(d) a charitable organization described in Section 501(c)(3) of the Internal Revenue Code.

Any transfer permitted under this Section 7.3 shall be subject to the condition that no consideration (other than nominal consideration) is received by the Participant in connection therewith, and that the transferee agrees in writing to be bound by all of the terms and conditions of this Agreement and the Plan.

Section 8: Tax Withholding

8.1 Withholding Obligation. The Participant acknowledges and agrees that the vesting and/or settlement of the RSUs (and the delivery of Shares in connection therewith) will give rise to taxable income to the Participant for federal, state, local, and/or foreign income tax purposes, and that the Company (or its applicable subsidiary employer) is required to withhold applicable taxes in connection therewith. The Participant shall be solely responsible for all tax consequences arising from the grant, vesting, and settlement of the RSUs and the subsequent disposition of any Shares acquired hereunder, and the Company makes no representations or warranties regarding the tax treatment of the RSUs.

8.2 Right of Withholding. The Company (or its applicable subsidiary) shall have the right and authority to deduct from any settlement of RSUs, or from any other compensation or amounts payable to the Participant by the Company or any subsidiary (including wages, salary, bonus, or other payments), an amount sufficient to satisfy all applicable federal, state, local, and foreign tax withholding obligations arising in connection with the vesting and/or settlement of the RSUs. The Participant authorizes the Company to take such action as may be necessary to satisfy such withholding obligations.

8.3 Net Share Settlement (Default Method). Unless the Participant elects an alternative method of satisfying the applicable tax withholding obligations (to the extent permitted by the Company), the Company shall satisfy the minimum statutory withholding obligation by withholding from the Shares otherwise deliverable to the Participant upon settlement of the RSUs a number of whole Shares having an aggregate Fair Market Value (measured as of the date on which the withholding obligation arises) equal to the minimum amount required to be withheld under applicable law. The Company may, in its sole discretion, permit the withholding of Shares at a rate up to the maximum applicable statutory withholding rate in the relevant jurisdiction(s), to the extent that such withholding would not result in adverse accounting consequences to the Company.

8.4 Alternative Withholding Methods. To the extent permitted by the Company and applicable law, the Participant may satisfy all or a portion of the applicable tax withholding obligation by one or more of the following methods:

(a) delivering to the Company a cash payment (by check, wire transfer, or other means acceptable to the Company) in an amount equal to the required withholding;

(b) authorizing a broker-assisted "sell to cover" transaction, pursuant to which the Company (or its designee) shall instruct a broker to sell on the open market a number of Shares delivered upon settlement having an aggregate sale price sufficient to satisfy the required withholding, with the proceeds of such sale remitted to the Company; or

8.5 Insufficiency of Withholding Methods. In the event that the withholding methods described in this Section 8 are insufficient to satisfy the applicable tax withholding obligations, the Participant shall pay to the Company any amount required to be withheld that is not otherwise satisfied by the methods described herein, promptly upon demand by the Company.

Section 9: Section 409A Compliance

9.1 Intent. This Agreement and the RSUs granted hereunder are intended to comply with, or be exempt from, the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the "Code"), and the Treasury Regulations and other guidance promulgated thereunder (collectively, "Section 409A"). This Agreement shall be interpreted, construed, and administered in a manner consistent with such intent. To the extent that the RSUs constitute "short-term deferrals" within the meaning of Treasury Regulation Section 1.409A-1(b)(4), they are intended to be exempt from the requirements of Section 409A.

9.2 Restriction on Acceleration. To the extent that the RSUs constitute "deferred compensation" within the meaning of Section 409A, the settlement of RSUs shall not be accelerated except to the extent permitted under Section 409A and the Treasury Regulations promulgated thereunder.

9.3 Specified Employee Delay. If the Participant is a "specified employee" within the meaning of Section 409A(a)(2)(B)(i) of the Code at the time of the Participant's "separation from service" (within the meaning of Treasury Regulation Section 1.409A-1(h)), and if any payment or benefit that is payable hereunder upon such separation from service would constitute "deferred compensation" subject to Section 409A, then, to the extent required to avoid the imposition of additional taxes and penalties under Section 409A, any such payment or benefit that would otherwise be made or provided during the six (6)-month period immediately following the Participant's separation from service shall instead be accumulated and made or provided on the first (1st) business day following the expiration of such six (6)-month period (or, if earlier, the date of the Participant's death). Interest shall not accrue on any amounts deferred pursuant to this Section 9.3.

9.4 Separate Payments. Each installment of RSUs that vests and is settled pursuant to this Agreement shall be treated as a separate "payment" for purposes of Section 409A, including for purposes of the short-term deferral exception set forth in Treasury Regulation Section 1.409A-1(b)(4) and the exemptions set forth in Treasury Regulation Section 1.409A-1(b)(9).

9.5 No Company Liability. Notwithstanding any provision of this Agreement to the contrary, in no event shall the Company, any subsidiary, the Board, the Committee, or any of their respective officers, directors, employees, agents, or representatives be liable to the Participant (or any other person) for any tax, penalty, interest, or other cost or expense imposed on or incurred by the Participant under or by reason of Section 409A. The Participant acknowledges and agrees that the Participant is solely responsible for the satisfaction of any taxes, penalties, and interest that may arise under Section 409A in connection with the RSUs.

Section 10: Clawback / Recoupment

10.1 Application of Clawback Policy. The RSUs granted hereunder, any Shares delivered upon settlement thereof, and any cash or other property received by the Participant in respect of the RSUs shall be subject to any clawback, recoupment, forfeiture, or recovery policy adopted by the Company or the Board from time to time, including, without limitation, (a) any policy adopted to comply with the requirements of the Dodd-Frank Wall Street Reform and Consumer Protection Act, Section 954 of the Sarbanes-Oxley Act of 2002, or any rules or regulations promulgated thereunder, (b) any policy adopted to comply with the listing standards of the New York Stock Exchange or any other securities exchange on which the Company's securities are listed or quoted, and (c) any other policy that the Board or the Committee determines is necessary or appropriate to protect the interests of the Company and its stockholders (each, a "Clawback Policy").

10.2 Participant Consent. By accepting the RSUs granted hereunder, the Participant acknowledges, agrees, and consents to the Company's application of any Clawback Policy, whether adopted before or after the Grant Date, and agrees to cooperate fully with the Company in connection with any recovery, recoupment, or reduction of compensation as may be required under any such policy. The Participant further agrees that the Company may, to the extent permitted by applicable law, offset any amounts owed by the Participant to the Company under any Clawback Policy against any amounts otherwise payable to the Participant by the Company or any subsidiary.

Section 11: Securities Law Compliance

11.1 Compliance with Applicable Laws. The Company shall not be required to issue or deliver any Shares upon settlement of the RSUs unless and until such issuance and delivery complies with all applicable requirements of federal and state securities laws (including the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended), the rules and regulations of the Securities and Exchange Commission, and the requirements of any stock exchange or quotation system on which the Shares are listed or quoted (including the New York Stock Exchange). The Company may impose such conditions on any Shares issuable upon settlement of the RSUs as it deems necessary or advisable to ensure compliance with such laws, rules, and regulations, including the filing of a registration statement on Form S-8 (or any successor form) with the Securities and Exchange Commission.

11.2 Participant Cooperation. The Participant agrees to cooperate with the Company in providing any information, making any representations, or taking any actions as may be necessary or appropriate to comply with applicable federal and state securities laws in connection with the issuance and delivery of Shares upon settlement of the RSUs. The Participant further agrees to execute and deliver to the Company such documents, instruments, and certificates as the Company may reasonably request in connection therewith.

11.3 Lock-Up Restriction. To the extent that the Participant is or becomes subject to a lock-up agreement or market stand-off agreement entered into in connection with the Company's initial public offering of its Common Stock (the "IPO"), any Shares delivered to the Participant upon settlement of the RSUs shall be subject to the restrictions on transfer and other provisions set forth in such lock-up agreement. Without limiting the generality of the foregoing, the Participant acknowledges that the Company's underwriters may require that the Participant agree not to sell, offer to sell, contract to sell, pledge, grant any option to purchase, make any short sale of, or otherwise dispose of any Shares (including Shares acquired upon settlement of the RSUs) for a period of one hundred eighty (180) days following the date of the final prospectus for the IPO, subject to any release, waiver, or modification provisions contained in such lock-up agreement. The Company's transfer agent is authorized to impose stop-transfer instructions with respect to any Shares subject to such restrictions.

11.4 Insider Trading Policy. The Participant acknowledges that the Participant may be subject to the Company's Insider Trading Policy (as adopted and amended from time to time), and that the acquisition and disposition of Shares pursuant to this Agreement shall be subject to the terms and conditions of such policy, including any pre-clearance requirements and trading blackout periods.

Section 12: No Right to Continued Employment

Nothing in this Agreement, the Grant Notice, or the Plan shall confer upon the Participant any right to continue in the employment or service of the Company or any subsidiary, or shall interfere with or restrict in any way the right of the Company or any subsidiary to terminate the Participant's employment or service at any time, with or without Cause, and with or without notice, subject to the terms of any separate written employment agreement between the Participant and the Company (or any subsidiary). The grant of the RSUs hereunder does not constitute a promise or commitment by the Company or any subsidiary regarding future grants, benefits, or compensation. The Participant's employment or service with the Company or any subsidiary remains "at-will" to the extent provided under applicable law and any applicable employment agreement, and nothing herein shall be construed to create a contract of employment for any specified term.

Section 13: Governing Law; Jurisdiction

13.1 Governing Law. This Agreement shall be governed by, and construed and interpreted in accordance with, the laws of the State of Delaware, without giving effect to any choice-of-law or conflict-of-law rules or principles (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.

13.2 Exclusive Jurisdiction. Any action, suit, or proceeding arising out of, relating to, or in connection with this Agreement, the Grant Notice, or the RSUs granted hereunder shall be brought exclusively in the Court of Chancery of the State of Delaware (or, if the Court of Chancery of the State of Delaware declines to accept jurisdiction, then in another state court or a federal court located within the State of Delaware), consistent with the forum-selection clause set forth in the Company's Amended and Restated Bylaws, as may be amended from time to time. Each of the parties hereto irrevocably submits to the exclusive jurisdiction of such courts and waives any objection that it may now or hereafter have to the laying of venue of any such action, suit, or proceeding in such courts, and further waives any claim that any such action, suit, or proceeding brought in such courts has been brought in an inconvenient forum.

13.3 Waiver of Jury Trial. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, SUIT, OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Section 14: Entire Agreement; Amendment

14.1 Entire Agreement. This Agreement, together with the Plan, the Grant Notice attached hereto as Exhibit A, and any other documents expressly referenced herein, constitutes the entire agreement between the Company and the Participant with respect to the subject matter hereof, including the RSUs granted hereby, and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written, between the parties with respect to such subject matter. The Participant acknowledges that, in accepting the RSUs, the Participant has not relied upon any representation, warranty, or statement made by the Company or any of its officers, directors, employees, agents, or representatives that is not expressly set forth in this Agreement, the Plan, or the Grant Notice.

14.2 Amendment. This Agreement may not be amended, modified, or supplemented, and no provision hereof may be waived, except by a written instrument executed by both the Company (acting through an authorized officer or the Committee) and the Participant; provided, however, that the Committee may amend the Plan or this Agreement to the extent permitted under the terms of the Plan without the Participant's consent, so long as such amendment does not materially and adversely affect the Participant's rights under this Agreement (as determined by the Committee in good faith). For the avoidance of doubt, any amendment required to comply with applicable law (including Section 409A of the Code), the rules or listing standards of the New York Stock Exchange, or any Clawback Policy shall not be deemed to materially and adversely affect the Participant's rights for purposes of this Section 14.2.

Section 15: Severability

If any provision of this Agreement (or any portion thereof) is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement (or the remaining portion of such provision), and the remaining provisions of this Agreement shall continue in full force and effect. In such event, the parties shall negotiate in good faith to replace the invalid, illegal, or unenforceable provision with a valid, legal, and enforceable provision that, to the greatest extent possible, achieves the economic, business, and other purposes of the original provision.

Section 16: Notices

All notices, requests, demands, consents, and other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given when: (a) delivered personally; (b) sent by nationally recognized overnight courier service (with confirmation of receipt); or (c) sent by registered or certified mail, return receipt requested, postage prepaid, to the parties at the following addresses (or such other address as a party may designate by written notice to the other party in accordance with this Section 16):

If to the Company:

Calloway-Briggs Renewables Inc. 4200 Ridgeline Parkway, Suite 1100 Austin, TX 78746

Attention: General Counsel (Sandra Haverford)

Telephone: (512) 555-0147

Email: legal@calloway-briggs.com

If to the Participant:

At the most recent address on file with the Company's human resources records or such other address as the Participant may provide in writing to the Company.

Notices delivered personally shall be deemed given on the date of delivery. Notices sent by overnight courier shall be deemed given on the next business day following deposit with the courier service. Notices sent by registered or certified mail shall be deemed given on the third (3rd) business day following the date of mailing. Either party may change the address for notice by giving written notice to the other party in accordance with this Section 16.

Section 17: Successors and Assigns

This Agreement shall be binding upon and inure to the benefit of the Company and its successors and assigns (including any entity that acquires all or substantially all of the assets or business of the Company, whether by merger, consolidation, acquisition of assets, or otherwise), and shall be binding upon the Participant and the Participant's heirs, executors, administrators, legal representatives, and permitted transferees (if any). The Participant may not assign or transfer any rights or obligations under this Agreement except as expressly permitted by Section 7 hereof.

Section 18: Waiver

No waiver by either party of any breach or default of any provision of this Agreement shall be deemed to be a waiver of any preceding or subsequent breach or default of the same or any other provision hereof. No waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party. The failure of either party to enforce any provision of this Agreement on any occasion shall not be construed as a waiver of such provision or the right of such party to enforce such provision on any future occasion.

Section 19: Electronic Delivery and Acceptance

19.1 Electronic Delivery. The Company may, in its sole discretion, deliver any documents related to this Agreement, the Plan, the Grant Notice, or any future equity awards or incentive plans by electronic means, including by email, posting on an intranet site or other electronic platform maintained by the Company or a third-party plan administrator, or any other method of electronic delivery as the Company may determine from time to time. By accepting the RSUs, the Participant consents to receive all such documents by electronic delivery and agrees to participate in the Plan through an online or electronic system established and maintained by the Company or a third-party plan administrator.

19.2 Electronic Acceptance. The Participant may accept this Agreement and the Grant Notice by electronic means, including by clicking an "accept" or similar button on an electronic platform designated by the Company for such purpose. Electronic acceptance by the Participant shall have the same force and effect as a manual signature on a paper copy of this Agreement.

Section 20: Definitions

For purposes of this Agreement, the following terms shall have the meanings set forth below. All other capitalized terms used but not defined in this Agreement shall have the meanings ascribed to them in the Plan.

"Agreement" means this Restricted Stock Unit Award Agreement, including the Grant Notice attached hereto as Exhibit A, as the same may be amended, modified, or supplemented from time to time in accordance with Section 14 hereof.

"Acquiror" has the meaning set forth in Section 6.1 hereof.

"Clawback Policy" has the meaning set forth in Section 10.1 hereof.

"Continuous Service" has the meaning set forth in Section 2.1 hereof.

"Dividend Equivalent" has the meaning set forth in Section 4.2 hereof.

"Grant Date" means the date set forth in the introductory paragraph of this Agreement.

"Grant Notice" means the Grant Notice in the form attached hereto as Exhibit A.

"IPO" has the meaning set forth in Section 11.3 hereof.

"Qualifying Termination" has the meaning set forth in Section 6.2 hereof.

"RSUs" has the meaning set forth in Section 1.1 hereof.

"Section 409A" has the meaning set forth in Section 9.1 hereof.

"Share" or "Shares" has the meaning set forth in Section 1.2 hereof.

"Vesting Date" has the meaning set forth in Section 2.1 hereof.

The following terms, among others, shall have the meanings assigned to them in the Plan: "Board," "Cause," "Change of Control," "Code," "Committee," "Common Stock," "Disability," "Fair Market Value," "Good Reason," and "Plan." The Participant is encouraged to review the Plan carefully for the complete definitions of these and other terms.

Section 21: Counterparts

This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of this Agreement by facsimile, portable document format (PDF), or other electronic means shall be equally as effective as delivery of an original executed counterpart.

IN WITNESS WHEREOF, the Company and the Participant have executed this Restricted Stock Unit Award Agreement as of the Grant Date first written above.

CALLOWAY-BRIGGS RENEWABLES INC.

By: ________

Name: \\\\\\\\\\\\\\\\\\\\\\\\\\\\\\

Title: \\\\\\\\\\\\\\\\\\\\\\\\\\\\\\

Date: ________

PARTICIPANT:

Signature: ________

Print Name: \\\\\\\\\\\\\\\\\\\\\\\\\\

Date: ________

EXHIBIT A

GRANT NOTICE

CALLOWAY-BRIGGS RENEWABLES INC.

RESTRICTED STOCK UNIT AWARD AGREEMENT

Pursuant to the Calloway-Briggs Renewables Inc. 2022 Omnibus Equity Incentive Plan

This Grant Notice (this "Grant Notice") evidences the grant of Restricted Stock Units by Calloway-Briggs Renewables Inc. (the "Company") to the participant identified below (the "Participant") pursuant to the Calloway-Briggs Renewables Inc. 2022 Omnibus Equity Incentive Plan (the "Plan") and the Restricted Stock Unit Award Agreement to which this Grant Notice is attached (the "Agreement"). Capitalized terms used but not defined herein shall have the meanings set forth in the Agreement or the Plan, as applicable.

Vesting Schedule Detail:

ACKNOWLEDGMENT AND ACCEPTANCE

By signing below (or accepting electronically through the Company's designated electronic platform), the Participant acknowledges that:

1. The Participant has received and reviewed a copy of this Grant Notice, the Restricted Stock Unit Award Agreement, and the Calloway-Briggs Renewables Inc. 2022 Omnibus Equity Incentive Plan (including the summary plan description, if any).

2. The Participant understands and agrees to be bound by all of the terms, conditions, and restrictions set forth in this Grant Notice, the Agreement, and the Plan, including the vesting provisions, forfeiture conditions, transfer restrictions, tax withholding obligations, clawback provisions, and all other terms and conditions described therein.

3. The Participant acknowledges that the RSUs granted hereunder do not confer any right to continued employment or service with the Company or any subsidiary, and that the Participant's employment or service remains subject to termination at any time in accordance with applicable law and any applicable employment agreement.

4. The Participant has had the opportunity to consult with the Participant's own legal, tax, and financial advisors regarding the grant of the RSUs and the tax consequences thereof, and the Participant is not relying on the Company for any legal, tax, or financial advice.

5. The Participant consents to receive documents related to this Grant Notice, the Agreement, the Plan, and any future awards by electronic delivery as described in Section 19 of the Agreement.

CALLOWAY-BRIGGS RENEWABLES INC.

By: ________

Name: \\\\\\\\\\\\\\\\\\\\\\\\\\\\\\

Title: \\\\\\\\\\\\\\\\\\\\\\\\\\\\\\

Date: ________

PARTICIPANT:

Signature: ________

Print Name: \\\\\\\\\\\\\\\\\\\\\\\\\\

Date: ________

This form of Restricted Stock Unit Award Agreement (including Exhibit A — Grant Notice) has been adopted by the Compensation Committee of the Board of Directors of Calloway-Briggs Renewables Inc. for use in connection with grants of Restricted Stock Units under the Calloway-Briggs Renewables Inc. 2022 Omnibus Equity Incentive Plan. Individual participant-specific terms (including participant name, grant date, number of RSUs, and death/disability treatment election) shall be specified in the Grant Notice at the time of each grant.

Grant Detail	Value
Participant Name:	\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\
Grant Date:	\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\
Number of RSUs Granted:	\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\
Vesting Schedule:	Four-year ratable vesting; 25% of the total RSUs vest on each anniversary of the Grant Date, subject to the Participant's Continuous Service through each applicable Vesting Date
Vesting Commencement Date:	Grant Date
Death/Disability Vesting Treatment:	Full Acceleration Pro-Rata Forfeiture (select one)
Dividend Equivalent Rights:	Yes No
Plan:	Calloway-Briggs Renewables Inc. 2022 Omnibus Equity Incentive Plan
Agreement:	Restricted Stock Unit Award Agreement, dated as of the Grant Date
Vesting Date	Percentage of RSUs Vesting	Cumulative Percentage Vested
First Anniversary of Grant Date	25%	25%
Second Anniversary of Grant Date	25%	50%
Third Anniversary of Grant Date	25%	75%
Fourth Anniversary of Grant Date	25% (plus any fractional remainder)	100%

CALLOWAY-BRIGGS RENEWABLES INC.
RESTRICTED STOCK UNIT AWARD AGREEMENT
Pursuant to the Calloway-Briggs Renewables Inc. 2022 Omnibus Equity Incentive Plan
Form of Agreement — All Participant-Specific Fields to Be Completed at Time of Grant
This Restricted Stock Unit Award Agreement (this "Agreement"), dated as of \\\\\\\\\\\\\\ (the "Grant Date"), is entered into between Calloway-Briggs Renewables Inc., a Delaware corporation (the "Company"), and \\\\\\\\\\\\\\ (the "Participant").
RECITALS
WHEREAS, the Company has adopted the Calloway-Briggs Renewables Inc. 2022 Omnibus Equity Incentive Plan (as amended from time to time, the "Plan"), under which the Compensation Committee of the Board of Directors of the Company, or such other committee as may be designated by the Board to administer the Plan (the "Committee"), has been authorized to grant awards of Restricted Stock Units and other equity-based incentive awards to eligible employees, officers, directors, consultants, and other service providers of the Company and its subsidiaries;
WHEREAS, the Committee has determined that it is in the best interests of the Company and its stockholders to grant the Participant an award of Restricted Stock Units pursuant to the Plan in order to provide the Participant with an incentive to contribute to the long-term success and growth of the Company, to align the interests of the Participant with those of the Company's stockholders, and to promote the retention of valuable personnel; and
WHEREAS, the Committee has determined to grant the Participant an award of Restricted Stock Units subject to the terms, conditions, and restrictions set forth in this Agreement and in the Plan.
NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Participant agree as follows:
Capitalized terms used but not defined in this Agreement shall have the meanings ascribed to such terms in the Plan. In the event of any conflict or inconsistency between the terms and conditions of this Agreement and those of the Plan, the terms and conditions of the Plan shall govern and control.
Section 1: Grant of Restricted Stock Units
1.1 Grant. The Company hereby grants to the Participant \\\\\\\\\\\_ Restricted Stock Units (the "RSUs"), subject to the terms, conditions, and restrictions set forth in this Agreement and the Plan. This grant is evidenced by the Grant Notice attached hereto as Exhibit A (the "Grant Notice"), which is incorporated herein by reference and forms a part of this Agreement.
1.2 Nature of RSUs. Each RSU represents a contingent right to receive one (1) share of Common Stock, par value $0.01 per share, of the Company (each, a "Share" and collectively, the "Shares"), subject to the vesting conditions set forth in Section 2 hereof and the settlement provisions set forth in Section 3 hereof. The RSUs do not represent an equity interest in the Company and shall not entitle the Participant to any rights of a stockholder of the Company unless and until Shares are actually delivered to the Participant in accordance with the terms of this Agreement.
1.3 Plan Authorization. The RSUs are granted pursuant to, and are subject in all respects to the terms and provisions of, the Calloway-Briggs Renewables Inc. 2022 Omnibus Equity Incentive Plan. The aggregate share reserve under the Plan is 12,727,273 Shares, representing approximately ten percent (10%) of the 127,272,727 shares of Common Stock outstanding on a post-initial public offering, fully-exercised basis as of the date of the Plan's adoption by the Board. The RSUs granted hereunder shall reduce the number of Shares available for issuance under the Plan in accordance with the share-counting provisions set forth therein.
1.4 Bookkeeping Account. The RSUs shall be credited to a bookkeeping account maintained by the Company (or its designee, including any third-party plan administrator) on behalf of the Participant. The maintenance of such bookkeeping account shall be solely for the purpose of recording the number of RSUs granted, vested, forfeited, settled, and outstanding under this Agreement. No Shares shall be issued to the Participant at the time of grant, and the Participant shall have no rights as a stockholder of the Company with respect to the RSUs except as expressly provided herein.
1.5 No Cash Consideration. No cash consideration is required to be paid by the Participant in connection with the grant of the RSUs.
Section 2: Vesting Schedule
2.1 Four-Year Ratable Vesting. Subject to the Participant's Continuous Service (as defined below) through each applicable Vesting Date (as defined below), and except as otherwise provided in Section 5 (Termination of Employment / Service) or Section 6 (Change of Control) of this Agreement, the RSUs shall vest in four (4) equal annual installments in accordance with the following schedule:
(a) Twenty-five percent (25%) of the total number of RSUs granted hereunder shall vest on the first (1st) anniversary of the Grant Date;
(b) An additional twenty-five percent (25%) of the total number of RSUs granted hereunder shall vest on the second (2nd) anniversary of the Grant Date;
(c) An additional twenty-five percent (25%) of the total number of RSUs granted hereunder shall vest on the third (3rd) anniversary of the Grant Date; and
(d) The remaining twenty-five percent (25%) of the total number of RSUs granted hereunder shall vest on the fourth (4th) anniversary of the Grant Date.
Each of the dates set forth in clauses (a) through (d) above is referred to herein as a "Vesting Date." For purposes of this Agreement, "Continuous Service" means the Participant's continued employment with, or service to, the Company or any of its subsidiaries (including any successor entity) without interruption or termination.
2.2 Fractional Shares. If the total number of RSUs granted hereunder is not evenly divisible by four (4), the number of RSUs vesting on each of the first three (3) Vesting Dates shall be rounded down to the nearest whole RSU, and any remainder resulting from such rounding shall vest on the fourth (4th) and final Vesting Date. By way of illustration, if a Participant is granted 1,001 RSUs, then 250 RSUs shall vest on each of the first three (3) Vesting Dates, and 251 RSUs shall vest on the fourth (4th) Vesting Date.
2.3 Cessation of Vesting. No RSUs shall vest after the date on which the Participant's Continuous Service terminates for any reason, except as expressly provided in Section 5 (Termination of Employment / Service) or Section 6 (Change of Control) below. Any RSUs that have not vested as of the date of the Participant's termination of Continuous Service (after giving effect to any accelerated vesting provisions that may apply under Section 5 or Section 6) shall be immediately forfeited and cancelled for no consideration, and the Participant shall have no further rights with respect thereto.
Section 3: Settlement of RSUs
3.1 Timing of Settlement. As soon as administratively practicable following each Vesting Date (and in no event later than March 15 of the calendar year following the calendar year in which the applicable Vesting Date occurs), the Company shall deliver to the Participant one (1) Share for each RSU that has vested on such Vesting Date, net of any Shares withheld pursuant to Section 8 (Tax Withholding) hereof. Settlement of RSUs that vest pursuant to Section 5 (Termination of Employment / Service) or Section 6 (Change of Control) shall be made in accordance with the timing provisions set forth in those sections, subject in all cases to the requirements of Section 9 (Section 409A Compliance).
3.2 Form of Settlement. Settlement of the RSUs shall be made exclusively in whole Shares of Common Stock of the Company. No fractional Shares shall be issued in connection with the settlement of RSUs. In the event that the application of the vesting or settlement provisions of this Agreement would result in the delivery of a fractional Share, such fractional Share shall be rounded down to the nearest whole Share, and the Participant shall receive a cash payment equal to the Fair Market Value (as defined in the Plan) of such fractional Share as of the applicable settlement date.
3.3 Book-Entry Delivery. Shares delivered upon settlement of the RSUs shall be registered in the name of the Participant (or, in the event of the Participant's death, in the name of the Participant's designated beneficiary or estate, as applicable) in book-entry form through the Company's transfer agent, Continental Shareowner Services, Inc., or through the facilities of The Depository Trust Company, or through such other method of delivery as the Company may determine in its sole discretion. The Company shall not be required to issue or deliver physical stock certificates representing such Shares unless required by applicable law.
3.4 No Stockholder Rights Prior to Settlement. The Participant shall have no rights as a stockholder of the Company (including, without limitation, no voting rights, no right to receive dividends or other distributions, and no right to participate in any recapitalization, stock split, or similar transaction) with respect to any Shares underlying the RSUs unless and until such Shares have been actually delivered to the Participant upon settlement in accordance with this Section 3. For the avoidance of doubt, the mere vesting of RSUs shall not, in and of itself, entitle the Participant to any stockholder rights; such rights shall arise only upon the actual issuance and delivery of Shares.
3.5 Legends and Restrictions. The Company may cause any Shares delivered upon settlement to bear such legends or other restrictions as the Company deems necessary or appropriate to comply with applicable federal and state securities laws, the Plan, or any agreement between the Participant and the Company (including any lock-up agreement described in Section 11 hereof).
Section 4: Dividend Equivalents
4.1 No Dividend Equivalents (Default). Unless otherwise determined by the Committee and expressly set forth in the Grant Notice, a schedule, or an appendix to this Agreement, no dividend equivalents shall be paid, accrued, or credited with respect to the RSUs during the period prior to the settlement of such RSUs. For the avoidance of doubt, the Participant shall have no right to receive any dividends or other distributions declared or paid by the Company with respect to the Shares underlying the RSUs until such Shares have been delivered to the Participant in accordance with Section 3 hereof.
4.2 Alternative Dividend Equivalent Provision. If the Grant Notice indicates that dividend equivalent rights apply to the RSUs, then, for each cash dividend or other cash distribution paid by the Company on its outstanding Shares of Common Stock during the period beginning on the Grant Date and ending on the date of settlement (or forfeiture) of the RSUs, the Company shall credit to the Participant's bookkeeping account an amount equal to the per-Share dividend or distribution multiplied by the number of RSUs then credited to such account (each, a "Dividend Equivalent"). Any Dividend Equivalents so credited shall be subject to the same vesting schedule and forfeiture conditions as the underlying RSUs to which they relate and shall be paid in cash or Shares (as determined by the Committee) at the time the corresponding RSUs are settled in accordance with Section 3 hereof. Dividend Equivalents credited with respect to RSUs that are forfeited shall also be forfeited and cancelled for no consideration.
Section 5: Termination of Employment / Service
5.1 Termination by the Company Without Cause or by the Participant for Good Reason
If the Participant's Continuous Service is terminated by the Company (or any subsidiary) without Cause, or by the Participant for Good Reason (each as defined in the Plan or, if applicable, in the Participant's employment agreement, offer letter, or other written agreement with the Company, as the case may be), any RSUs that have not vested as of the date of such termination shall be immediately forfeited and cancelled for no consideration, and the Participant shall have no further rights with respect thereto, unless otherwise expressly provided in a separate written agreement between the Participant and the Company (including any employment agreement, offer letter, severance agreement, or severance plan adopted by the Company or the Committee). Any RSUs that have vested but have not yet been settled as of the date of termination shall be settled in accordance with Section 3 hereof.
To the extent the Committee has approved and designated any acceleration or continued vesting of RSUs in connection with a termination without Cause or for Good Reason (whether through a severance plan, an individual employment agreement, or otherwise), such acceleration or continued vesting provisions shall be set forth in the Grant Notice, a supplement to this Agreement, or such other written instrument as the Committee may determine, and shall apply in addition to (and not in limitation of) the provisions of this Section 5.1.
5.2 Termination by the Company for Cause
If the Participant's Continuous Service is terminated by the Company (or any subsidiary) for Cause (as defined in the Plan), all RSUs then held by the Participant, whether vested but unsettled or unvested, shall be immediately and automatically forfeited and cancelled for no consideration as of the date of such termination, and the Participant shall have no further rights with respect thereto. For purposes of this Section 5.2, the date of termination shall be the date on which the Company delivers notice of termination for Cause to the Participant (or such later effective date specified in such notice), without regard to any applicable cure period, notice period, or garden-leave period.
5.3 Resignation Without Good Reason
If the Participant voluntarily resigns from employment or otherwise voluntarily terminates Continuous Service without Good Reason, any RSUs that have not vested as of the effective date of such resignation or termination shall be immediately forfeited and cancelled for no consideration, and the Participant shall have no further rights with respect thereto. Any RSUs that have vested prior to the effective date of such resignation or termination but have not yet been settled shall be settled in accordance with Section 3 hereof.
5.4 Death or Disability
If the Participant's Continuous Service terminates by reason of the Participant's death or Disability (as defined in the Plan), the vesting treatment applicable to the Participant's then-unvested RSUs shall be as indicated in the Grant Notice attached hereto as Exhibit A and shall be one of the following, as determined by the Committee and specified on such Grant Notice:
(a) Full Acceleration: All unvested RSUs shall vest in full as of the date of the Participant's death or the effective date of the Participant's Disability, as applicable; or
(b) Pro-Rata Vesting: A number of unvested RSUs shall vest as of the date of the Participant's death or the effective date of the Participant's Disability, as applicable, equal to the total number of unvested RSUs multiplied by a fraction, the numerator of which is the number of complete calendar months of Continuous Service from the Grant Date through the date of death or Disability and the denominator of which is forty-eight (48), with any remaining unvested RSUs being immediately forfeited and cancelled for no consideration; or
(c) Forfeiture: All unvested RSUs shall be immediately forfeited and cancelled for no consideration as of the date of the Participant's death or the effective date of the Participant's Disability.
Settlement of any RSUs that vest pursuant to this Section 5.4 shall occur as soon as administratively practicable, but in no event later than sixty (60) days, following the date of the Participant's death or the effective date of the Participant's Disability, as applicable, subject in all cases to compliance with Section 409A of the Code.
5.5 Retirement.  The Committee may, in its sole discretion, provide for accelerated vesting, continued vesting, or other special treatment of the RSUs upon the Participant's Retirement (as such term may be defined by the Committee). Any such retirement-vesting provisions, if applicable, shall be set forth in the Grant Notice, a supplement to this Agreement, or such other written instrument as the Committee may determine. In the absence of any such designation, the Participant's retirement shall be treated as a voluntary resignation without Good Reason for purposes of this Agreement, and Section 5.3 shall apply.
Section 6: Change of Control
6.1 Double-Trigger Provision. In the event of a Change of Control (as defined in the Plan), if the RSUs are assumed, continued, or substituted by the surviving entity, the successor entity, or any affiliate thereof (an "Acquiror") — whether by assumption of the RSUs pursuant to their existing terms, continuation of the RSUs on substantially equivalent terms, or substitution of the RSUs with awards of equivalent value relating to the publicly traded equity securities of the Acquiror (or a parent or subsidiary thereof) — then the unvested RSUs (or the substitute awards, as applicable) shall continue to vest in accordance with the vesting schedule set forth in Section 2 hereof, subject to the Participant's Continuous Service with the Acquiror (or any subsidiary or affiliate thereof) through each applicable Vesting Date. For purposes of this Section 6, references to the "Company" shall include the Acquiror, as the context requires.
6.2 Accelerated Vesting on Qualifying Termination Following a Change of Control. If, during the twenty-four (24)-month period commencing on the date of consummation of a Change of Control, the Participant's Continuous Service is terminated by the Company (or the Acquiror, as applicable) without Cause, or by the Participant for Good Reason (a "Qualifying Termination"), then all RSUs (or substitute awards) that are then outstanding and unvested shall vest in full as of the date of such Qualifying Termination. Settlement of any RSUs (or substitute awards) vesting pursuant to this Section 6.2 shall occur as soon as administratively practicable, but in no event later than sixty (60) days, following the date of the Qualifying Termination, subject in all cases to compliance with Section 409A of the Code.
6.3 No Assumption or Substitution. If, in connection with a Change of Control, the RSUs are not assumed, continued, or substituted by the Acquiror as contemplated by Section 6.1 above, then all RSUs that are then outstanding and unvested shall vest in full immediately prior to the consummation of such Change of Control. Settlement of any RSUs vesting pursuant to this Section 6.3 shall occur upon, or as soon as administratively practicable following, the consummation of the Change of Control, and in all events within the short-term deferral period under Treasury Regulation Section 1.409A-1(b)(4) or as otherwise permitted under Section 409A of the Code. In the event that settlement occurs in connection with a Change of Control in which the consideration payable to holders of Common Stock consists in whole or in part of non-cash consideration, the Committee may, in its sole discretion, provide for settlement in cash, securities, or other property (or any combination thereof) on such terms as the Committee deems appropriate.
6.4 Coordination with Other Agreements. The provisions of this Section 6 are in addition to, and not in limitation of, any change-of-control protections or accelerated vesting provisions that may be provided under the Plan, any employment agreement, severance agreement, or other written agreement between the Participant and the Company. In the event of any conflict between this Section 6 and any such other agreement, the provision most favorable to the Participant shall control, unless the applicable agreement expressly provides otherwise.
Section 7: Restrictions on Transfer
7.1 General Restriction. The RSUs granted hereunder, and any rights or interests therein, may not be sold, assigned, transferred, pledged, hypothecated, encumbered, or otherwise disposed of by the Participant, whether voluntarily or involuntarily, by operation of law or otherwise, other than by will or the laws of descent and distribution. During the lifetime of the Participant, the RSUs shall be exercisable (to the extent applicable) and settled only to the Participant or the Participant's duly appointed legal representative.
7.2 Void Transfers. Any purported sale, assignment, transfer, pledge, hypothecation, encumbrance, or other disposition of the RSUs, or any rights or interests therein, in violation of this Section 7 shall be null and void and of no force or effect, and the Company shall not recognize or give effect to any such purported transfer on its books and records or give effect thereto for any purpose.
7.3 Permitted Transfers. Notwithstanding the foregoing provisions of this Section 7, the Committee may, in its sole and absolute discretion, permit the Participant to transfer RSUs (or any portion thereof) to one or more of the following transferees, subject to such terms and conditions as the Committee may impose:
(a) a member of the Participant's immediate family (as determined by the Committee, which may include a spouse, domestic partner, child, stepchild, grandchild, parent, stepparent, grandparent, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law);
(b) a trust established for the benefit of the Participant or one or more members of the Participant's immediate family;
(c) a partnership, limited liability company, or other entity in which the Participant and/or members of the Participant's immediate family are the sole equity holders; or
(d) a charitable organization described in Section 501(c)(3) of the Internal Revenue Code.
Any transfer permitted under this Section 7.3 shall be subject to the condition that no consideration (other than nominal consideration) is received by the Participant in connection therewith, and that the transferee agrees in writing to be bound by all of the terms and conditions of this Agreement and the Plan.
Section 8: Tax Withholding
8.1 Withholding Obligation. The Participant acknowledges and agrees that the vesting and/or settlement of the RSUs (and the delivery of Shares in connection therewith) will give rise to taxable income to the Participant for federal, state, local, and/or foreign income tax purposes, and that the Company (or its applicable subsidiary employer) is required to withhold applicable taxes in connection therewith. The Participant shall be solely responsible for all tax consequences arising from the grant, vesting, and settlement of the RSUs and the subsequent disposition of any Shares acquired hereunder, and the Company makes no representations or warranties regarding the tax treatment of the RSUs.
8.2 Right of Withholding. The Company (or its applicable subsidiary) shall have the right and authority to deduct from any settlement of RSUs, or from any other compensation or amounts payable to the Participant by the Company or any subsidiary (including wages, salary, bonus, or other payments), an amount sufficient to satisfy all applicable federal, state, local, and foreign tax withholding obligations arising in connection with the vesting and/or settlement of the RSUs. The Participant authorizes the Company to take such action as may be necessary to satisfy such withholding obligations.
8.3 Net Share Settlement (Default Method). Unless the Participant elects an alternative method of satisfying the applicable tax withholding obligations (to the extent permitted by the Company), the Company shall satisfy the minimum statutory withholding obligation by withholding from the Shares otherwise deliverable to the Participant upon settlement of the RSUs a number of whole Shares having an aggregate Fair Market Value (measured as of the date on which the withholding obligation arises) equal to the minimum amount required to be withheld under applicable law. The Company may, in its sole discretion, permit the withholding of Shares at a rate up to the maximum applicable statutory withholding rate in the relevant jurisdiction(s), to the extent that such withholding would not result in adverse accounting consequences to the Company.
8.4 Alternative Withholding Methods. To the extent permitted by the Company and applicable law, the Participant may satisfy all or a portion of the applicable tax withholding obligation by one or more of the following methods:
(a) delivering to the Company a cash payment (by check, wire transfer, or other means acceptable to the Company) in an amount equal to the required withholding;
(b) authorizing a broker-assisted "sell to cover" transaction, pursuant to which the Company (or its designee) shall instruct a broker to sell on the open market a number of Shares delivered upon settlement having an aggregate sale price sufficient to satisfy the required withholding, with the proceeds of such sale remitted to the Company; or
(c) any combination of the foregoing methods, or such other method as may be approved by the Company.
8.5 Insufficiency of Withholding Methods. In the event that the withholding methods described in this Section 8 are insufficient to satisfy the applicable tax withholding obligations, the Participant shall pay to the Company any amount required to be withheld that is not otherwise satisfied by the methods described herein, promptly upon demand by the Company.
Section 9: Section 409A Compliance
9.1 Intent. This Agreement and the RSUs granted hereunder are intended to comply with, or be exempt from, the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the "Code"), and the Treasury Regulations and other guidance promulgated thereunder (collectively, "Section 409A"). This Agreement shall be interpreted, construed, and administered in a manner consistent with such intent. To the extent that the RSUs constitute "short-term deferrals" within the meaning of Treasury Regulation Section 1.409A-1(b)(4), they are intended to be exempt from the requirements of Section 409A.
9.2 Restriction on Acceleration. To the extent that the RSUs constitute "deferred compensation" within the meaning of Section 409A, the settlement of RSUs shall not be accelerated except to the extent permitted under Section 409A and the Treasury Regulations promulgated thereunder.
9.3 Specified Employee Delay. If the Participant is a "specified employee" within the meaning of Section 409A(a)(2)(B)(i) of the Code at the time of the Participant's "separation from service" (within the meaning of Treasury Regulation Section 1.409A-1(h)), and if any payment or benefit that is payable hereunder upon such separation from service would constitute "deferred compensation" subject to Section 409A, then, to the extent required to avoid the imposition of additional taxes and penalties under Section 409A, any such payment or benefit that would otherwise be made or provided during the six (6)-month period immediately following the Participant's separation from service shall instead be accumulated and made or provided on the first (1st) business day following the expiration of such six (6)-month period (or, if earlier, the date of the Participant's death). Interest shall not accrue on any amounts deferred pursuant to this Section 9.3.
9.4 Separate Payments. Each installment of RSUs that vests and is settled pursuant to this Agreement shall be treated as a separate "payment" for purposes of Section 409A, including for purposes of the short-term deferral exception set forth in Treasury Regulation Section 1.409A-1(b)(4) and the exemptions set forth in Treasury Regulation Section 1.409A-1(b)(9).
9.5 No Company Liability. Notwithstanding any provision of this Agreement to the contrary, in no event shall the Company, any subsidiary, the Board, the Committee, or any of their respective officers, directors, employees, agents, or representatives be liable to the Participant (or any other person) for any tax, penalty, interest, or other cost or expense imposed on or incurred by the Participant under or by reason of Section 409A. The Participant acknowledges and agrees that the Participant is solely responsible for the satisfaction of any taxes, penalties, and interest that may arise under Section 409A in connection with the RSUs.
Section 10: Clawback / Recoupment
10.1 Application of Clawback Policy. The RSUs granted hereunder, any Shares delivered upon settlement thereof, and any cash or other property received by the Participant in respect of the RSUs shall be subject to any clawback, recoupment, forfeiture, or recovery policy adopted by the Company or the Board from time to time, including, without limitation, (a) any policy adopted to comply with the requirements of the Dodd-Frank Wall Street Reform and Consumer Protection Act, Section 954 of the Sarbanes-Oxley Act of 2002, or any rules or regulations promulgated thereunder, (b) any policy adopted to comply with the listing standards of the New York Stock Exchange or any other securities exchange on which the Company's securities are listed or quoted, and (c) any other policy that the Board or the Committee determines is necessary or appropriate to protect the interests of the Company and its stockholders (each, a "Clawback Policy").
10.2 Participant Consent. By accepting the RSUs granted hereunder, the Participant acknowledges, agrees, and consents to the Company's application of any Clawback Policy, whether adopted before or after the Grant Date, and agrees to cooperate fully with the Company in connection with any recovery, recoupment, or reduction of compensation as may be required under any such policy. The Participant further agrees that the Company may, to the extent permitted by applicable law, offset any amounts owed by the Participant to the Company under any Clawback Policy against any amounts otherwise payable to the Participant by the Company or any subsidiary.
Section 11: Securities Law Compliance
11.1 Compliance with Applicable Laws. The Company shall not be required to issue or deliver any Shares upon settlement of the RSUs unless and until such issuance and delivery complies with all applicable requirements of federal and state securities laws (including the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended), the rules and regulations of the Securities and Exchange Commission, and the requirements of any stock exchange or quotation system on which the Shares are listed or quoted (including the New York Stock Exchange). The Company may impose such conditions on any Shares issuable upon settlement of the RSUs as it deems necessary or advisable to ensure compliance with such laws, rules, and regulations, including the filing of a registration statement on Form S-8 (or any successor form) with the Securities and Exchange Commission.
11.2 Participant Cooperation. The Participant agrees to cooperate with the Company in providing any information, making any representations, or taking any actions as may be necessary or appropriate to comply with applicable federal and state securities laws in connection with the issuance and delivery of Shares upon settlement of the RSUs. The Participant further agrees to execute and deliver to the Company such documents, instruments, and certificates as the Company may reasonably request in connection therewith.
11.3 Lock-Up Restriction. To the extent that the Participant is or becomes subject to a lock-up agreement or market stand-off agreement entered into in connection with the Company's initial public offering of its Common Stock (the "IPO"), any Shares delivered to the Participant upon settlement of the RSUs shall be subject to the restrictions on transfer and other provisions set forth in such lock-up agreement. Without limiting the generality of the foregoing, the Participant acknowledges that the Company's underwriters may require that the Participant agree not to sell, offer to sell, contract to sell, pledge, grant any option to purchase, make any short sale of, or otherwise dispose of any Shares (including Shares acquired upon settlement of the RSUs) for a period of one hundred eighty (180) days following the date of the final prospectus for the IPO, subject to any release, waiver, or modification provisions contained in such lock-up agreement. The Company's transfer agent is authorized to impose stop-transfer instructions with respect to any Shares subject to such restrictions.
11.4 Insider Trading Policy. The Participant acknowledges that the Participant may be subject to the Company's Insider Trading Policy (as adopted and amended from time to time), and that the acquisition and disposition of Shares pursuant to this Agreement shall be subject to the terms and conditions of such policy, including any pre-clearance requirements and trading blackout periods.
Section 12: No Right to Continued Employment
Nothing in this Agreement, the Grant Notice, or the Plan shall confer upon the Participant any right to continue in the employment or service of the Company or any subsidiary, or shall interfere with or restrict in any way the right of the Company or any subsidiary to terminate the Participant's employment or service at any time, with or without Cause, and with or without notice, subject to the terms of any separate written employment agreement between the Participant and the Company (or any subsidiary). The grant of the RSUs hereunder does not constitute a promise or commitment by the Company or any subsidiary regarding future grants, benefits, or compensation. The Participant's employment or service with the Company or any subsidiary remains "at-will" to the extent provided under applicable law and any applicable employment agreement, and nothing herein shall be construed to create a contract of employment for any specified term.
Section 13: Governing Law; Jurisdiction
13.1 Governing Law. This Agreement shall be governed by, and construed and interpreted in accordance with, the laws of the State of Delaware, without giving effect to any choice-of-law or conflict-of-law rules or principles (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.
13.2 Exclusive Jurisdiction. Any action, suit, or proceeding arising out of, relating to, or in connection with this Agreement, the Grant Notice, or the RSUs granted hereunder shall be brought exclusively in the Court of Chancery of the State of Delaware (or, if the Court of Chancery of the State of Delaware declines to accept jurisdiction, then in another state court or a federal court located within the State of Delaware), consistent with the forum-selection clause set forth in the Company's Amended and Restated Bylaws, as may be amended from time to time. Each of the parties hereto irrevocably submits to the exclusive jurisdiction of such courts and waives any objection that it may now or hereafter have to the laying of venue of any such action, suit, or proceeding in such courts, and further waives any claim that any such action, suit, or proceeding brought in such courts has been brought in an inconvenient forum.
13.3 Waiver of Jury Trial. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, SUIT, OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
Section 14: Entire Agreement; Amendment
14.1 Entire Agreement. This Agreement, together with the Plan, the Grant Notice attached hereto as Exhibit A, and any other documents expressly referenced herein, constitutes the entire agreement between the Company and the Participant with respect to the subject matter hereof, including the RSUs granted hereby, and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written, between the parties with respect to such subject matter. The Participant acknowledges that, in accepting the RSUs, the Participant has not relied upon any representation, warranty, or statement made by the Company or any of its officers, directors, employees, agents, or representatives that is not expressly set forth in this Agreement, the Plan, or the Grant Notice.
14.2 Amendment. This Agreement may not be amended, modified, or supplemented, and no provision hereof may be waived, except by a written instrument executed by both the Company (acting through an authorized officer or the Committee) and the Participant; provided, however, that the Committee may amend the Plan or this Agreement to the extent permitted under the terms of the Plan without the Participant's consent, so long as such amendment does not materially and adversely affect the Participant's rights under this Agreement (as determined by the Committee in good faith). For the avoidance of doubt, any amendment required to comply with applicable law (including Section 409A of the Code), the rules or listing standards of the New York Stock Exchange, or any Clawback Policy shall not be deemed to materially and adversely affect the Participant's rights for purposes of this Section 14.2.
Section 15: Severability
If any provision of this Agreement (or any portion thereof) is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement (or the remaining portion of such provision), and the remaining provisions of this Agreement shall continue in full force and effect. In such event, the parties shall negotiate in good faith to replace the invalid, illegal, or unenforceable provision with a valid, legal, and enforceable provision that, to the greatest extent possible, achieves the economic, business, and other purposes of the original provision.
Section 16: Notices
All notices, requests, demands, consents, and other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given when: (a) delivered personally; (b) sent by nationally recognized overnight courier service (with confirmation of receipt); or (c) sent by registered or certified mail, return receipt requested, postage prepaid, to the parties at the following addresses (or such other address as a party may designate by written notice to the other party in accordance with this Section 16):
If to the Company:
Calloway-Briggs Renewables Inc. 4200 Ridgeline Parkway, Suite 1100 Austin, TX 78746
Attention: General Counsel (Sandra Haverford)
Telephone: (512) 555-0147
Email: legal@calloway-briggs.com
If to the Participant:
At the most recent address on file with the Company's human resources records or such other address as the Participant may provide in writing to the Company.
Notices delivered personally shall be deemed given on the date of delivery. Notices sent by overnight courier shall be deemed given on the next business day following deposit with the courier service. Notices sent by registered or certified mail shall be deemed given on the third (3rd) business day following the date of mailing. Either party may change the address for notice by giving written notice to the other party in accordance with this Section 16.
Section 17: Successors and Assigns
This Agreement shall be binding upon and inure to the benefit of the Company and its successors and assigns (including any entity that acquires all or substantially all of the assets or business of the Company, whether by merger, consolidation, acquisition of assets, or otherwise), and shall be binding upon the Participant and the Participant's heirs, executors, administrators, legal representatives, and permitted transferees (if any). The Participant may not assign or transfer any rights or obligations under this Agreement except as expressly permitted by Section 7 hereof.
Section 18: Waiver
No waiver by either party of any breach or default of any provision of this Agreement shall be deemed to be a waiver of any preceding or subsequent breach or default of the same or any other provision hereof. No waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party. The failure of either party to enforce any provision of this Agreement on any occasion shall not be construed as a waiver of such provision or the right of such party to enforce such provision on any future occasion.
Section 19: Electronic Delivery and Acceptance
19.1 Electronic Delivery. The Company may, in its sole discretion, deliver any documents related to this Agreement, the Plan, the Grant Notice, or any future equity awards or incentive plans by electronic means, including by email, posting on an intranet site or other electronic platform maintained by the Company or a third-party plan administrator, or any other method of electronic delivery as the Company may determine from time to time. By accepting the RSUs, the Participant consents to receive all such documents by electronic delivery and agrees to participate in the Plan through an online or electronic system established and maintained by the Company or a third-party plan administrator.
19.2 Electronic Acceptance. The Participant may accept this Agreement and the Grant Notice by electronic means, including by clicking an "accept" or similar button on an electronic platform designated by the Company for such purpose. Electronic acceptance by the Participant shall have the same force and effect as a manual signature on a paper copy of this Agreement.
Section 20: Definitions
For purposes of this Agreement, the following terms shall have the meanings set forth below. All other capitalized terms used but not defined in this Agreement shall have the meanings ascribed to them in the Plan.
"Agreement" means this Restricted Stock Unit Award Agreement, including the Grant Notice attached hereto as Exhibit A, as the same may be amended, modified, or supplemented from time to time in accordance with Section 14 hereof.
"Acquiror" has the meaning set forth in Section 6.1 hereof.
"Clawback Policy" has the meaning set forth in Section 10.1 hereof.
"Continuous Service" has the meaning set forth in Section 2.1 hereof.
"Dividend Equivalent" has the meaning set forth in Section 4.2 hereof.
"Grant Date" means the date set forth in the introductory paragraph of this Agreement.
"Grant Notice" means the Grant Notice in the form attached hereto as Exhibit A.
"IPO" has the meaning set forth in Section 11.3 hereof.
"Qualifying Termination" has the meaning set forth in Section 6.2 hereof.
"RSUs" has the meaning set forth in Section 1.1 hereof.
"Section 409A" has the meaning set forth in Section 9.1 hereof.
"Share" or "Shares" has the meaning set forth in Section 1.2 hereof.
"Vesting Date" has the meaning set forth in Section 2.1 hereof.
The following terms, among others, shall have the meanings assigned to them in the Plan: "Board," "Cause," "Change of Control," "Code," "Committee," "Common Stock," "Disability," "Fair Market Value," "Good Reason," and "Plan." The Participant is encouraged to review the Plan carefully for the complete definitions of these and other terms.
Section 21: Counterparts
This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of this Agreement by facsimile, portable document format (PDF), or other electronic means shall be equally as effective as delivery of an original executed counterpart.
IN WITNESS WHEREOF, the Company and the Participant have executed this Restricted Stock Unit Award Agreement as of the Grant Date first written above.
CALLOWAY-BRIGGS RENEWABLES INC.
By: ________
Name: \\\\\\\\\\\\\\\\\\\\\\\\\\\\\\
Title: \\\\\\\\\\\\\\\\\\\\\\\\\\\\\\
Date: ________
PARTICIPANT:
Signature: ________
Print Name: \\\\\\\\\\\\\\\\\\\\\\\\\\
Date: ________
EXHIBIT A
GRANT NOTICE
CALLOWAY-BRIGGS RENEWABLES INC.
RESTRICTED STOCK UNIT AWARD AGREEMENT
Pursuant to the Calloway-Briggs Renewables Inc. 2022 Omnibus Equity Incentive Plan
This Grant Notice (this "Grant Notice") evidences the grant of Restricted Stock Units by Calloway-Briggs Renewables Inc. (the "Company") to the participant identified below (the "Participant") pursuant to the Calloway-Briggs Renewables Inc. 2022 Omnibus Equity Incentive Plan (the "Plan") and the Restricted Stock Unit Award Agreement to which this Grant Notice is attached (the "Agreement"). Capitalized terms used but not defined herein shall have the meanings set forth in the Agreement or the Plan, as applicable.
Vesting Schedule Detail:
ACKNOWLEDGMENT AND ACCEPTANCE
By signing below (or accepting electronically through the Company's designated electronic platform), the Participant acknowledges that:
1.  The Participant has received and reviewed a copy of this Grant Notice, the Restricted Stock Unit Award Agreement, and the Calloway-Briggs Renewables Inc. 2022 Omnibus Equity Incentive Plan (including the summary plan description, if any).
2.  The Participant understands and agrees to be bound by all of the terms, conditions, and restrictions set forth in this Grant Notice, the Agreement, and the Plan, including the vesting provisions, forfeiture conditions, transfer restrictions, tax withholding obligations, clawback provisions, and all other terms and conditions described therein.
3.  The Participant acknowledges that the RSUs granted hereunder do not confer any right to continued employment or service with the Company or any subsidiary, and that the Participant's employment or service remains subject to termination at any time in accordance with applicable law and any applicable employment agreement.
4.  The Participant has had the opportunity to consult with the Participant's own legal, tax, and financial advisors regarding the grant of the RSUs and the tax consequences thereof, and the Participant is not relying on the Company for any legal, tax, or financial advice.
5.  The Participant consents to receive documents related to this Grant Notice, the Agreement, the Plan, and any future awards by electronic delivery as described in Section 19 of the Agreement.
CALLOWAY-BRIGGS RENEWABLES INC.
By: ________
Name: \\\\\\\\\\\\\\\\\\\\\\\\\\\\\\
Title: \\\\\\\\\\\\\\\\\\\\\\\\\\\\\\
Date: ________
PARTICIPANT:
Signature: ________
Print Name: \\\\\\\\\\\\\\\\\\\\\\\\\\
Date: ________
This form of Restricted Stock Unit Award Agreement (including Exhibit A — Grant Notice) has been adopted by the Compensation Committee of the Board of Directors of Calloway-Briggs Renewables Inc. for use in connection with grants of Restricted Stock Units under the Calloway-Briggs Renewables Inc. 2022 Omnibus Equity Incentive Plan. Individual participant-specific terms (including participant name, grant date, number of RSUs, and death/disability treatment election) shall be specified in the Grant Notice at the time of each grant.
Grant Detail | Value
Participant Name: | \\\\\\\\\\\\\\\\\\\\\\\\\\\\\\
Grant Date: | \\\\\\\\\\\\\\\\\\\\\\\\\\\\\\
Number of RSUs Granted: | \\\\\\\\\\\\\\\\\\\\\\\\\\\\\\
Vesting Schedule: | Four-year ratable vesting; 25% of the total RSUs vest on each anniversary of the Grant Date, subject to the Participant's Continuous Service through each applicable Vesting Date
Vesting Commencement Date: | Grant Date
Death/Disability Vesting Treatment: | Full Acceleration  Pro-Rata  Forfeiture (select one)
Dividend Equivalent Rights: | Yes  No
Plan: | Calloway-Briggs Renewables Inc. 2022 Omnibus Equity Incentive Plan
Agreement: | Restricted Stock Unit Award Agreement, dated as of the Grant Date
Vesting Date | Percentage of RSUs Vesting | Cumulative Percentage Vested
First Anniversary of Grant Date | 25% | 25%
Second Anniversary of Grant Date | 25% | 50%
Third Anniversary of Grant Date | 25% | 75%
Fourth Anniversary of Grant Date | 25% (plus any fractional remainder) | 100%

CALLOWAY-BRIGGS RENEWABLES INC.

RESTRICTED STOCK UNIT AWARD AGREEMENT

RECITALS

CALLOWAY-BRIGGS RENEWABLES INC.

PARTICIPANT:

EXHIBIT A

GRANT NOTICE

CALLOWAY-BRIGGS RENEWABLES INC.

RESTRICTED STOCK UNIT AWARD AGREEMENT

ACKNOWLEDGMENT AND ACCEPTANCE

CALLOWAY-BRIGGS RENEWABLES INC.

PARTICIPANT:

Record

Parties

Dates

Amounts