This Performance Restricted Stock Award Agreement (this “Agreement”), dated as of _________, 20__ (the “Grant Date”), is made and entered between Core Molding Technologies, Inc. (the “Company”) and _________ (the “Grantee”), pursuant to, and subject to, the terms of the Company’s 2021 Long-Term Equity Incentive Plan (the “Plan”).

All capitalized terms not otherwise defined in this Agreement have the same meaning given such capitalized terms in the Plan.

The parties agree as follows:

Section 1. Performance Restricted Stock Award. Subject to, and pursuant to, all terms and conditions stated in this Agreement and in the Plan, as of the Grant Date, the Company hereby makes a Performance Restricted Stock Award to Grantee in the form of shares of performance-based Restricted Stock (“Performance Shares”). The target number of Performance Shares covered by this Agreement (the “Target Award”) is set forth on Exhibit A hereto. To the extent that Grantee vests in greater than one hundred percent (100%) of the Performance Shares, additional Shares shall be issued to Grantee.

Section 2. Vesting. To the extent that the performance measures under Section 3 of this Agreement (the “Performance Measures”) have been satisfied as of the last day of the three (3) year performance period set forth on Exhibit A (the “Performance Period”), Grantee shall earn the number of Performance Shares as calculated in accordance with Section 3, and Grantee’s rights to such earned Performance Shares shall vest and become nonforfeitable as of the Vesting Date set forth on Exhibit A (the “Vesting Date”), subject to Sections 5 and 17 of this Agreement. Except as provided in Section 5 of this Agreement, to the extent that the Performance Measures have not been satisfied as of the last day of the Performance Period, any Performance Shares awarded under this Agreement that do not vest, as calculated in accordance with Section 3 of this Agreement, shall be cancelled immediately without further obligation on the part of the Company.

Section 3. Performance Measures. Subject to the provisions of this Agreement, the Company shall deliver to Grantee one Share for each whole Performance Share that is earned in accordance with the Performance Measures set forth set forth on Exhibit A.

Section 4. Delivery of Shares. On the Grant Date, the Company shall issue the Target Award number of Performance Shares, in either certificated or book entry form, in Grantee’s name effective as of the Grant Date, subject to Section 6 of this Agreement. Except as otherwise provided herein, the Performance Shares may not be sold, pledged, assigned, hypothecated, transferred or otherwise disposed of in any manner prior to the Vesting Date. Except as otherwise provided in this Agreement and subject to satisfaction of the applicable tax withholding requirements set forth in Section 7, the Company shall deliver certificate(s) or other evidence of ownership representing the number of Shares earned as determined under Section 3 to Grantee as soon as practicable but in no event later than thirty (30) days following the Vesting Date; provided, however, that: (i) absent a Change in Control, no certificate(s) for, or other evidence of ownership of, Shares shall be delivered with respect to Performance Shares unless the Board has determined that the applicable Performance Measures and other material terms of this Agreement have been achieved; and (ii) the Company shall not deliver certificate(s) or other evidence of ownership representing Shares if the Board determines that the delivery of such certificate(s) or other evidence of ownership would violate the terms of the Plan, this Agreement or applicable law.

Section 5. Termination of Employment; Change in Control.

(a)Except as set forth in this Section 5, as otherwise approved by the Board or in an agreement between Grantee and the Company, if any, if Grantee’s status as an employee of the Company ceases for any reason prior to the Vesting Date, then effective at the close of business on the date Grantee’s status as an employee ceases, all of Grantee’s Performance Shares covered by this Agreement shall be automatically cancelled and forfeited in their entirety without any further obligation on the part of the Company, such that the Company shall not be obligated to deliver any Shares or any other compensation to Grantee with respect to such cancelled and forfeited Performance Shares. Notwithstanding the foregoing, if the date of Grantee’s Qualified Retirement during the Performance Period is at least twelve (12) months after the Grant Date, the target number of Performance Shares will be adjusted on a prorated allocation of unvested shares based on the number of full and partial months between the date of Qualified Retirement and the Grant Date compared to the total number of months in the Performance Period. Such adjusted target number of Performance Shares will vest on the vesting date specified in Exhibit A subject to the Performance Measures being satisfied. As used herein, “Qualified Retirement” means Grantee’s separation from service with the Company and its Affiliates, other than for cause, with Grantee having (i) met a combined age and service requirement of sixty-five (65), with a minimum service of five (5) years and a minimum age of fifty-five (55), and (ii) provided the Company with a notice of his date of retirement at least six (6) months prior to Grantee’s retirement date.

(b)Unless otherwise approved by the Board or pursuant to an agreement between Grantee and the Company, if any, if during the period commencing on the Grant Date and ending on the Vesting Date (the “Vesting Period”) Grantee’s status as an employee of the Company terminates by reason of Grantee’s “permanent and total disability” (as defined in Section 22(e)(3) of the Code) or death while an employee of the Company, the Award shall immediately vest at an award level based on 100% achievement of the award targets. Any payments due to a deceased Grantee shall be paid to Grantee’s estate.

(c)Unless otherwise approved by the Board or pursuant to an agreement between Grantee and the Company, if any, if during the period commencing on the Grant Date and ending on the Vesting Date (the “Vesting Period”) in the event of a Change in Control prior to the end of the Performance Period, then the Performance Shares shall vest on the date of the consummation of such Change in Control (the “Acquisition Date”), at an award level based on 100% achievement. Payment of any amount pursuant to the preceding sentence may be made in cash and/or Shares in the Board’s discretion and will be made within thirty (30) days of the Change in Control.

(d)In the event a Change in Control occurs after the end of the Performance Period but prior to the Vesting Date, the Performance Shares that have not been previously cancelled and forfeited shall become fully vested and payable, based on the Company’s actual achievement of the Performance Measures during the Performance Period. Payment of any amount pursuant to the preceding sentence may be made in cash and/or securities or Shares, in the Boards’s discretion, and will be made within thirty (30) days of the Change in Control.

Section 6. Limitation of Rights; Investment Representation.  Grantee shall have all of the rights and privileges of a stockholder of the Company with regard to the Shares underlying the Award, except as otherwise provided in the Plan and this Agreement. In this regard, prior to actual receipt of the Shares under this Award, (a) Grantee may not transfer any interest in the Award or the underlying Shares, (b) any cash or in-kind dividends paid or distributed with respect to the Performance Shares (“Dividends”) shall be paid to Grantee, without interest, only when, and if, the related Shares shall become vested in accordance with this Agreement and the Plan, and (c) all Performance Shares that do not vest on the Vesting Date shall be forfeited and any all Dividends with respect to such forfeited Performance Shares shall also be forfeited to the Company and shall not be paid to Grantee. Grantee acknowledges and agrees that the Shares which Grantee acquires pursuant to this Agreement, if any, shall not be sold, transferred, assigned, pledged or hypothecated in the absence of an effective registration statement for the Shares under the Securities Act, and applicable state securities laws or an applicable exemption from the registration requirements of the Securities Act and any applicable state securities laws, and shall not be sold or otherwise disposed of in any manner which would constitute a violation of any applicable securities laws, whether federal or state. Any attempt to transfer the Performance Shares or Shares in violation of this Section 6 or the Plan shall render this Award of Performance Shares null and void.

Section 7. Taxes. Grantee acknowledges and agrees that all federal, state or local taxes that Grantee is required to recognize on account of the issuance and delivery of Shares to Grantee shall be subject to withholding of tax by the Company; and that Grantee shall be required to make arrangements satisfactory to the Company with respect to such tax withholdings.

Grantee acknowledges that (a) Grantee has been informed of the availability of making an election in accordance with Section 83(b) of the Code (the “83(b) Election”); (b) if Grantee decides to make an 83(b) Election, the 83(b) Election must be filed with the Internal Revenue Service within thirty (30) days of the Grant Date; and (c) Grantee is solely responsible for making such 83(b) Election. If made, Grantee shall send a copy of the 83(b) Election to the Treasurer of the Company.

Section 8. No Rights to Continued Employment. Neither the Plan nor this Agreement shall be deemed to give Grantee any right to continue to be employed by the Company, nor shall the Plan or the Agreement be deemed to limit in any way the Company’s right to terminate the employment of Grantee at any time.

Section 9. Binding Effect; No Third-Party Beneficiaries. This Agreement shall be binding upon and inure to the benefit of the Company and Grantee and their respective heirs, representatives, successors and assigns. This Agreement shall not confer any rights or remedies upon any person other than the Company and Grantee and their respective heirs, representatives, successors and assigns. The parties agree that this Agreement shall survive the issuance of the Shares.

Section 10. Agreement to Abide by Plan; Conflict between Plan and Agreement. The Plan is hereby incorporated by reference into this Agreement and is made a part hereof as though fully set forth in this Agreement. Grantee, by execution of this Agreement, (a) represents that Grantee is familiar with the terms and provisions of the Plan, and (b) agrees to abide by all of the terms and conditions of this Agreement and the Plan. Grantee accepts as binding, conclusive and final all decisions or interpretations by the Board of the provisions of the Plan and this Agreement upon any question arising under the Plan or this Agreement. In the event of any conflict between the Plan and this Agreement, the Plan shall control, and this Agreement shall be deemed to be modified accordingly.

Section 11. Entire Agreement. Except as otherwise provided herein or in any other agreement between Grantee and the Company, this Agreement and the Plan, each of which Grantee has reviewed and accepted in connection with the grant of the Performance Shares reflected by this Agreement, constitutes the entire agreement between the parties and supersedes any prior understandings, agreements, or representations by or between the parties, written or oral, to the extent they related in any way to the subject matter of this Agreement.

Section 12. Choice of Law. To the extent not superseded by federal law, the laws of the state of Delaware (without regard to the conflicts laws of Delaware) shall control in all matters relating to this Agreement.

Section 13. Notice. All notices and other communications under this Agreement shall be in writing. Any notice, request, demand, claim, or other communication under this Agreement shall be deemed duly given if it is sent by registered or certified mail, return receipt requested, postage prepaid, and addressed to Grantee at Grantee’s address on file with the Company or to the Company at the Company’s corporate headquarters at 800 Manor Park Drive, Columbus, Ohio 43228, Attention: Treasurer, as the case may be. Either party to this Agreement may send any notice, request, demand, claim, or other communication under this Agreement to the intended recipient at such address using any other means (including personal delivery, expedited courier, messenger service, telecopy, ordinary mail, or electronic mail), but no such notice, request, demand, claim, or other communication shall be deemed to have been duly given unless and until it actually is received by the intended recipient. Either party to this Agreement may change the address to which notices, requests, demands, claims, and other communications hereunder are to be delivered by giving the other party notice in the manner set forth in this section.

Section 14. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

Section 15. Amendments. This Agreement may be amended or modified at any time by an instrument in writing signed by the parties hereto, or as otherwise provided under the Plan.

Section 16. Fractional Shares. The Company shall not be required to issue any fractional shares pursuant to the Award, and the Company may round fractions down.

Section 17. Forfeiture, Clawback and Recoupment. The provisions of Section 10 of the Plan shall apply to this Award.

Section 18. Acknowledgements.

(a)By accepting this Award of Performance Shares, Grantee acknowledges receipt of a copy of the Plan, and agrees to be bound by the terms and conditions set forth in this Agreement and the Plan, as in effect and/or amended from time to time.

(b)Grantee acknowledges that, by receipt of this Award, Grantee has read this Section 19 and consents to the electronic delivery of this Agreement and the Plan. Grantee may receive paper copy of any documents delivered electronically at no cost upon Grantee’s request.

IN WITNESS WHEREOF, the undersigned have executed this Agreement on the day and year indicated below.

 

 

        AGREEMENT made as of __________, 20___ (the “Grant Date”), by and between Core Molding Technologies, Inc. (the “Company”) and ____________, an Executive of the Company (the “Executive”).

    WHEREAS, pursuant to the provisions of the Company’s 2021 Long-Term Equity Incentive Plan (the “Plan”), the Company desires to award to the Executive restricted shares of the Company’s Common Stock (“Common Stock”), in accordance with the provisions of the Plan, all on the terms and conditions hereinafter set forth; and

    WHEREAS, Executive wishes to accept said offer; and

    WHEREAS, the parties hereto understand and agree that any terms used and not defined herein have the same meanings as in the Plan.

    NOW THEREFORE, in consideration of the mutual covenants hereinafter set forth and for other good and valuable consideration, the parties hereto agree as follows:

    1.    Terms of Award.  The Company awards to the Executive _________ shares of the Company’s Common Stock (the “Shares”) in accordance with the terms of this Agreement.

    2.    Provisions of Plan Controlling.  The Executive specifically understands and agrees that the Shares issued under the Plan are being awarded to the Executive pursuant to the Plan, copies of which Plan the Executive acknowledges he has read, understands and by which he agrees to be bound. The provisions of the Plan are incorporated herein by reference. In the event of a conflict between the terms and conditions of the Plan and this Agreement, the provisions of the Plan will control.

    3.    Vesting of Restricted Stock.

(a)    Except as provided in paragraphs (b) and (c), the Shares awarded hereunder shall be forfeited to the Company for no consideration in the event (i) Executive voluntarily terminates his or her employment with the Company prior to the Third Anniversary of the Grant Date or (ii) Executive is terminated by the Company (with or without cause) prior to the Third Anniversary of Grant Date.

(b)    The Shares awarded hereunder shall be fully vested in the Executive and no longer subject to a risk of forfeiture pursuant to paragraph (a) upon the occurrence of the earliest of the following events:

(i)    the date on which the Company undergoes a “Change in Control” as defined in the Plan; or

(ii)    the date on which the Executive dies or becomes disabled.

(c)    Except as provided in Section 4 and 5 hereof, the Shares awarded hereunder shall vest in the Executive and shall no longer be subject to a risk of forfeiture pursuant to the following schedule:

Number of Shares            Date of Vesting

    

     (d)    For purposes of this Agreement, the Executive shall be deemed disabled if, as a result of his incapacity due to physical or mental illness, he shall have been absent from his duties with the Company on a full-time basis for a period of at least six months and a physician selected by him and acceptable to the Company is of the opinion that (i) he is suffering from “Total Disability” as defined in the Company’s Disability Insurance Plan, or any successor plan or program and (ii) he will qualify for Social Security Disability Payment and (iii) within thirty (30) days after such determination is made, he shall not have returned to the full-time performance of his duties.

        4.    Requirement of Employment for Vesting. Except as provided in Sections 3(b)(i) and 3b(ii) hereof, Executive’s right to the Shares shall not vest unless Executive has been employed with the Company for three consecutive years from the Executive’s initial date of hire with the Company provided, however, if the date of Executive’s Qualified Retirement during the vesting period specified in Section 3(d) is at least twelve (12) months after the Grant Date, Executive’s unvested Shares will vest upon Executive’s Qualified Retirement in a prorated amount based on the number of full and partial months between the date of Qualified Retirement and the Grant Date compared to the number of months in the vesting period. As used herein, “Qualified Retirement” means Executive’s separation from service with the Company and its Affiliates, other than for cause, with Executive having (i) met a combined age and service requirement of sixty-five (65), with a minimum service of five (5) years and a minimum age of fifty-five (55), and (ii) provided the Company with a notice of his date of retirement at least six (6) months prior to Executive’s retirement date.

5.     Requirement of Stock Ownership for Vesting.

(a)Notwithstanding Section 3(c) hereof, Executive’s right to the Shares shall not vest unless Executive owns shares of Common Stock of the Company for a period of 60 consecutive calendar days while employed by the Company that are equal in value to 20% of Executive’s base annual salary as of the Vesting Date (the “Stock Ownership Requirement”).

(b)For the avoidance of doubt, in the event of a Change in Control or death or disability, Director or the Director’s estate shall not be required to satisfy the Stock Ownership Requirement and all Shares awarded hereunder shall fully vest.

        6.    Dividend and Voting Rights. Employee shall have the right to vote any Shares awarded hereunder provided that such voting rights shall lapse with respect to any Shares that are forfeited to the Company pursuant to this Agreement. Dividends and dividend equivalent amounts with respect to any Shares awarded may be accrued but not paid to the Employee until all conditions or restrictions, including vesting, related to such Shares have been satisfied.

    7.    Additional Shares.  (a) If the Company shall pay a stock dividend or declare a stock split on or with respect to any of its Common Stock, or otherwise distribute securities of the Company to

the holders of its Common Stock, the number of shares of stock or other securities of the Company issued with respect to the Shares then subject to the restrictions contained in this Agreement shall be added to the Shares subject to this Agreement. If the Company shall distribute to its stockholders shares of stock of another corporation, the shares of stock of such other corporation distributed with respect to the Shares then subject to the restrictions contained in this Agreement shall be added to the Shares subject to this Agreement.

    (b)    If the outstanding shares of Common Stock of the Company shall be subdivided into a greater number of shares or combined into a smaller number of shares, or in the event of a reclassification of the outstanding shares of Common Stock of the Company, or if the Company shall be a party to a merger, consolidation or capital reorganization, there shall be substituted for the Shares then subject to the restrictions contained in this Agreement such amount and kind of securities as are issued in such subdivision, combination, reclassification, merger, consolidation or capital reorganization in respect of the Shares subject to this Agreement.

    8.    Legends.  All certificates representing the Shares to be issued to the Executive pursuant to this Agreement shall have endorsed thereon “RESTRICTED SHARES”.

    9.    No Obligation to Employ.  The Company is not obligated, by the Plan or this Agreement, to continue the Executive as an employee of the Company.

    10.    Notices.  Any notices required or permitted by the terms of this Agreement or the Plan shall be given by recognized courier service, facsimile, registered or certified mail, return receipt requested, addressed as follows:

            To the Company: Core Molding Technologies, Inc.

                        800 Manor Park Drive

                        Columbus, OH 43228

                        Attn: Treasurer

                    

            To the Executive:

            

or to such other address or addresses of which notice in the same manner has previously been given. Any such notice shall be deemed to have been given upon the earlier of receipt, one business day following delivery to a recognized courier service, or three business days following mailing by registered or certified mail.

    11.    Governing Law.  This Agreement shall be construed and enforced in accordance with the law of the State of Delaware (without giving effect to the conflict of laws principles thereof) in all respects, including, without limitation, matters relating to the validity, construction, interpretation, administration, effect, enforcement, and remedies provisions of this Agreement, except to the extent preempted by applicable federal law.

12. Withholding. Prior to delivery of Shares to Executive upon the release of the restrictions stated in Section 3 hereof, Executive shall be required to make arrangements, satisfactory to the Company, for appropriate withholding for federal, state, and local tax purposes. Executive is permitted to satisfy any such tax withholding requirements, in whole or in part, by delivering shares of Common Stock to the Company (including the Shares awarded hereunder) having a fair market value (as determined by Company in its sole discretion) equal to the amount of such tax.

    13.    Benefit of Agreement.  Subject to the provisions of the Plan and the other provisions hereof, this Agreement shall be for the benefit of and shall be binding upon the heirs, executors, administrators, successors and assigns of the parties hereto.

    14.    Entire Agreement.  This Agreement, together with the Plan, embodies the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior oral or written agreements and understandings relating to the subject matter hereof. No statement, representation, warranty, covenant or agreement not expressly set forth in this Agreement shall affect or be used to interpret, change or restrict the express terms and provisions of this Agreement, provided, however, in any event, this Agreement shall be subject to and governed by the Plan.

    15.    Modifications and Amendments.  The terms and provisions of this Agreement may be modified or amended as provided in the Plan.

    16.    Waivers and Consents.  The terms and provisions of this Agreement may be waived, or consent for the departure therefrom granted, only by written document executed by the party entitled to the benefits of such terms or provisions. No such waiver or consent shall be deemed to be or shall constitute a waiver or consent with respect to any other terms or provisions of this Agreement, whether or not similar. Each such waiver or consent shall be effective only in the specific instance and for the purpose for which it was given, and shall not constitute a continuing waiver or consent.

    IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by a duly authorized officer, and the Executive has hereunto set his or her hand, all as of the day and year first above written.

                        CORE MOLDING TECHNOLOGIES, INC.

                        By: _______________________________________

                            

                        ___________________________________________